Technology Escrow
in partnership with
Iron Mountain 

ESOP SYSTEM

In today’s increasingly tech-driven world, businesses across the spectrum are dependent on providers of technological solutions to run aspects of their operations. If a company providing these solutions doesn’t support its services and products as promised, or if it goes out of business altogether, its customers can find themselves in a severe bind, with no support available for a business-critical tool. To prevent this, a customer interested in a product license might request access to the underlying code and source documents. That way, if the provider can no longer provide support, the customer can still support the product on its own. From the point of view of the seller, however, providing such access exposes them to the risk that their valuable IP may be improperly accessed, modified, copied or shared.

A technology escrow arrangement bridges this gap by recognizing the needs and mitigating the risks of both parties.

What is Technology Escrow?

In a technology escrow agreement, software source code and other intellectual property (e.g. algorithms, formulas or processes) encompassing the technology in question is deposited into an escrow account held by a neutral and trusted third party, with release of the technology to the beneficiary only under certain, mutually agreed-upon conditions. The arrangement allows beneficiaries of technology with a measure of security that they will be able to continue to utilize the technology even in the event of a supplier failure, while meeting the supplier’s need for confidentiality.

Israeli Innovation Authority and Technology Escrow

Companies which have received funding from the Israeli Innovation Authority are subject to certain limitations in entering into technology escrow agreements. Companies wishing to enter into an escrow agreement must receive authorization Israeli Innovation Authority in advance.

Please contact ESOP - EXCELLENCE for additional information.

The ESOP - EXCELLENCE / Iron Mountain Technology Escrow Solution

Our service suite includes software escrow and escrow verification through Iron Mountain logo

Software Escrow

Software code is secured Iron Mountain's vaults which are secure physical facilities that employ rigorous standards to keep data safe and secure (e.g. offsite facilities powered with uninterruptible power supplies, non-combustible construction, gaseous fire suppression systems, and sophisticated access control security systems). Iron Mountain also employs best practices to track chain-of-custody, including strict procedures addressing storage, facility, and deposit retrieval security. Technology deposits are released only upon careful evaluation of the agreement terms and in compliance with the agreed-upon process.

Escrow Verification

Although putting software in an escrow account ensures that code will be released if and when a release condition occurs, that doesn’t necessarily mean that the software released will be complete, usable, or even readable. Verification services provide validation that the code included in an escrow deposit is complete, and that each deposit contains all the components needed to read, recreate, and maintain the software or technology in-house. There are different levels of verifications available to address the various requirements.

About Iron Mountain

Iron Mountain (NYSE IRM) is the global leader for storage and information management services, assisting more than 230,000 organizations in over 50 countries. Today it serves as the information management partner of companies in every major industry and of all sizes, including 95% of the 'Fortune 1000' companies. To provide these services, Iron Mountain has developed an unrivaled infrastructure that includes more than 1,400 facilities in over 50 countries and 15 data centers, all dedicated to protecting and preserving what matters most for its customers.

As a software escrow agent, Iron Mountain not only secures source code in their heavily fortified facilities, but it also offers verification services to ensure that the deposited materials are complete, current, and fully functional. The end result: licensors have the confidence of knowing that their intellectual property is secure and licensees have the confidence of knowing that their software's source code is readily accessible to recreate, maintain, and support related applications going forward.

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