What is escrow?

Escrow is an Anglo-Saxon concept that involves the supplier of a product or service, entrusting to a third party escrow essential elements (software, databases, documents, etc.) to the use of this product or the performance of this service. The objective is to provide a third party (customer, partner, etc.) the possibility of accessing it, according to the provisions provided for by the parties, and in particular in case of supplier’s failure.

The APP acts as a third party receiver

Access to items deposited in the APP by the provider is governed by a contract and does not presume any transfer of ownership to the beneficiary customer, except as provided by contract.

Who can escrow?

Suppliers or customers can be of any nationality. The escrowed contents are nevertheless archived by the APP in France and the right that applies is the French law.

In synthesis, an escrow supposes:

  • a contract or clause in a contract between the supplier and its customer (s) providing that the supplier makes deposits to the APP, their frequency, the content thereof and the cases allowing access to any or part of the deposits;
  • the supplier’s adherence to the APP;
  • the submission of content by the provider to the APP;
  • Subscribing to one of our escrow management offers.

Contractual Escrow Terms:

  • the agreement is bipartite between the Supplier and its Beneficiary (s). It can take the form of a clause inserted in a larger contract (maintenance, license, distribution, general conditions of sale, etc.), or that of a contract dedicated to escrow;
  • the agreement is tripartite between the Supplier, the Beneficiary (s) and the APP. In this case, the APP is a co-signatory of the contract.

Our offers

Depending on the level of services desired by the APP, we offer two offers to manage your escrow:

 

Annual maintenance of an escrow agreementAnnual subscription to manage an access clause by the APP
APP signatory of the agreementYesNo, only between the provider and the beneficiaries
Duration of the agreement between supplier and beneficiaryMinimum 5 yearsFree, the subscription is renewable tacitly on an annual basis.
Type of ContractEscrow agreement adapted from the model provided by the APP which is the last signatory.Contract dedicated to escrow but signed only between the provider and beneficiary (s).
Validation of the contractThe project must be sent to the APP before signature so that the changes made are validated. As such, signing an escrow agreement with the APP will reduce interpretation margins in the event of an access request.The APP does not validate the contents of the access clause. It is up to the parties to draft it as clearly as possible to avoid any difficulties in interpreting the contract in the event of a request for access.
Obligations of the APPEnsure the proper performance of the contract for the duration of it. Alert the parties in case of non-compliance with the terms of the contract. Keep the list of contacts in the parties up-to-date and inform them of developments. Instruct the procedure in case of access request. In case of legitimate request, carry out legal and technical operations allowing access to the beneficiary (s).Instruct the procedure in case of access request.
In case of legitimate request, carry out legal and technical operations allowing access to the beneficiary (s).
Information of the beneficiary (s) by the APP on the history of the deposits and the updates madeYes, on request or automatically according to the terms of the contract.No, the beneficiary must request it directly from the supplier who can request an annual statement of its deposits to the APP.
SpecialsMeet the requirements of a specific client and entrust the supervision of the proper execution of the contract to a trusted third party.Allow a significant number of users to access items deposited by the provider at a limited cost to the provider.

Each of these offers is subject to an annual subscription as long as the escrow continues contractually between the supplier and the customer. The subscription is attached to the escrow creation (which will be traced via an IDDN of deposits). It is fixed regardless of the number of deposits made in this sector.

If the supplier has not subscribed to the management of an access clause or signed an escrow contract with the APP, he is the only one entitled to request, directly or through his / her mandatory, a copy of the deposited items. He is free to communicate subsequently to the beneficiary of his choice.

Why use escrow?

Supplier side

Consolidating the relationship with your beneficiaries by entering into an escrow agreement is an attractive business case. You allow your customers, acquirers and users of your technological solutions to access, in a supervised manner, the elements that you have previously deposited to the APP in case of failure on your part (liquidation, lack of maintenance, etc.). .

They will then be able to continue to use your digital creations and carry out corrective, evolutionary or regulatory maintenance.

When negotiating a project or a contract, the escrow of your creations brings a mechanism of guarantee of continuity of service or exploitation for your customers or partners.

Delivery date: the APP deposit allows you to give a certain date to your filed elements attesting to a date of availability of the elements.

Content: in the case of escrowed content, it is preferable to have been able to “validate” the content deposited with your clients/partners before the deposit operations, and in particular that it conforms to the most recent version of the software installed at the client and that the elements which are going to be deposited form a coherent and correctly documented whole. The APP can assist you in these control operations.

The APP has implemented a strict procedure for handling requests for access to filed material that cannot be amended.

This procedure aims to secure the assets deposited by our Members by respecting the confidentiality of the deposits and protecting them from abusive access requests.

Access to the deposited data does not presume any transfer of ownership to your beneficiary unless provided for contractually.

Customer side

When a client invests in a technology or know-how to use it for the purposes of his activity, he does not usually have control of the solution used.

However, a strong dependency is created for the benefit of the provider who sells this solution or at least makes it available.

Escrow helps to overcome this difficulty by providing a framed access to the deposited items. It ensures the customer the possibility to continue to use and if necessary to maintain a product or service essential to its activity, in case of failure of the supplier (lack of maintenance, disappearance of the supplier, non-respect of certain contractual commitments, etc.).

In negotiations sometimes involving long-term investments in solutions considered essential or even strategic for the company, using a trusted third party can secure your business relationships and ensure the sustainability of your investments over a long period.

 

Need to be accompanied?

Do not hesitate to contact us for any need of accompaniment in your steps.