holding trust inc. - escrow overview

Source Code Escrow Overview

Overview Presentation DeckPresenter

February 2009

Presentation Overview

What Is It?Basic Elements Of The AgreementWhen Is It Used?How It Works – The AgreementHow It Works – The Service

Holding Trust Inc. – Source Code Escrow Overview Slide 1

Presentation Overview, Cont’d

Why Is It Used?Secondary BenefitsVariationsWhat To Look Out For / Best PracticesHow To Contact Us

Holding Trust Inc. – Source Code Escrow Overview Slide 2

What Is It?

Has been around in many industries in order to mitigate riskIt is used to facilitate the transfer of property from one individual to anotherEssentially it consists of an agreement between three parties:

YouSupplier (Third Party)Escrow Agent

Holding Trust Inc. – Source Code Escrow Overview Slide 3

Basic Elements Of The Agreement

An item is deposited with a third person, an escrow agentIt is held in trust or securityIt is delivered to the grantee or promisee on the fulfillment of certain future conditions

Holding Trust Inc. – Source Code Escrow Overview Slide 4

When Is It Used?

LiquidationCease of Trade / Business InterruptionFailure to maintain or meet service level agreements (SLAs)IP rights assignment (if the new owner provides no escrow protection)Assist in transfer of ownership of IP rightsSecurity investigation of outsourced developed applications

Holding Trust Inc. – Source Code Escrow Overview Slide 5

How It Works – The Agreement

You enter agreement with agent and third partyThird party supplies right and source code to agentThird party provides your organization with the application

You

Third Party

SupplierEscrow Agent

Holding Trust Inc. – Source Code Escrow Overview Slide 6

How It Works – The ServiceBusiness interruption occurs by the third party supplierYou contact the escrow agent notifying of eventEscrow agent validates the concern and releases the source code to you

You

Third Party

SupplierEscrow Agent

Holding Trust Inc. – Source Code Escrow Overview Slide 7

Why Is It Used?

Peace of mindScary marketplace where suppliers may go out of businessHedging your bets during application developmentImportant aspect of risk management, business continuity and disaster recovery planningTo be up and running in minimal time

Holding Trust Inc. – Source Code Escrow Overview Slide 8

Secondary Benefits

Encourages your supplier to apply safeguards internally to protect itself and its customers, as they want to protect the source codeIn the event of a business interruption, the quicker your operations are up and running the more able you are to retain positive branding

Holding Trust Inc. – Source Code Escrow Overview Slide 9

Variations

SaaS application / dataStorage / transfer of decryption keysTransfer of Website ownershipThird party critical applicationsOutsourced development of applicationsOther…

Holding Trust Inc. – Source Code Escrow Overview Slide 10

What To Look Out For / Best Practices

Hire an unbiased escrow agentCheck certificationsInclude documentation in escrowInvolve change managementCreate a hash for validation purposesValidate the softwareEnsure that data is protected (e.g. SaaS)

Holding Trust Inc. – Source Code Escrow Overview Slide 11

How To Contact Us

Webwww.holdingtrust.comwww.holdintrust.com

Phone+1 416.910.5183

Emailinfo@holdingtrust.com

Holding Trust Inc. – Source Code Escrow Overview Slide 12