Software suppliers who license fairly standard (non customized) packages in machine form to many customers need a Multi User Plan (MUP). So do software developers whose product is imbedded into larger products that are owned and distributed by others.

Eventually you will be asked to set up a source code escrow, and when that happens, having one already in place will save time and also keep your selling efforts focused on selling rather than legalities.

Download a sample copy of our MUP Standard Contract form for review by you or your lawyer. We invite amendments that tailor the form to your needs.

If time is short, signed copies of the escrow agreement are exchanged via fax, and originals are sent later by courier or post.

You simply designate them as beneficiaries by sending us a written notice to that effect. The escrow agreement has a form attached for that purpose.

We courier a special container to you (along with seals, certificate and instructions) into which you seal the source code and certify that it is complete and authentic. You can place any number of versions, releases, modules or products into the container without additional cost - our fee is a flat annual fee.

You then courier the sealed container back to us, and we store it in one of our many bank vault safety deposit boxes. It is our responsibility to keep the container safe and eventually return it with the seal unbroken.

Immediately upon receiving the sealed container, we will fax you a notice confirming that we have received it. You can forward our notice to your customers as proof that you actually do have your products under escrow.

If some or all of your customers use exactly the same software, then you need only one escrow container. For those customers who use a customized version of your software, we suggest a separate container for each customer. This involves a small additional fee.

When you are ready to lodge a new release into escrow we send you another container into which a consolidated set of the new software is placed under seal and returned to us. As always, we fax a confirmation of receipt to you which you can forward to your customers as proof that new releases are being put into escrow.

We do not open the old container and replace materials. The old container is retained until all customers have moved off that release or it is included in a new consolidated deposit, at which time we return the old container to you.

You choose which customers become entitled under the escrow by sending us and each of them a written notice to that effect. The MUP includes a simple prescribed form used for that purpose. In this way, all customers are governed by the same escrow terms even though they are not all using exactly the same software. Those customers who wish to negotiate their own terms must set up another escrow agreement. We have a Single User Plan (SUP) form that we are pleased to send.

There is no need to deposit another copy of software for each new customer under the Mutli User Plan (MUP), unless it has been customized. In that case we suggest a separate container for that customer.

A person in authority from your company certifies each software deposit as it is made. Not often, but sometimes a customer still wishes to verify that the software sealed in a container is complete, authentic and undamaged. This can be done in one or both of two ways.

Some licensors use an annual customer appreciation meeting to deposit source software by sealing it into one of our containers in front of all their customers who are given the opportunity to conduct a verification procedure before it is put under seal.

For those customers wishing to conduct a verification after software has been delivered to us, the MUP allows them to require us to bring the sealed container to the licensor�s premises where the contents are inspected by both the licensor and customer in each others presence. However, customers wishing to exercise that right must first pay all expenses and a per diem to the other parties for attending.

We are based in Toronto, Denver and Ottawa, and during the past quarter of a century have served thousands of clients from all parts of the globe. Under normal circumstances, we use safety deposit boxes in bank vaults located near our offices, however we are able to store software in virtually any location if the parties so request.