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Licensed users of software products in machine
code should have a Single User Plan (SUP) source code escrow for those applications
that are critical to their business operations and that need continuing maintenance
and development. Investors financing new product
development who wish to have collateral security can do so by insisting that
source
code be put into escrow at regular stages in the development process. Investor
Security Plan
Download a sample copy of our SUP standard
contract form for review by you or your lawyer. We invite
amendments that tailor the form to the combined needs of the User
and Supplier.
When both the User and
Supplier have agreed on the form, they sign and send it to us for signature. If
time is short, signed copies of the escrow agreement are exchanged via fax, and
originals are sent later by courier or post. We courier a special container to you (along with seals, certificate
and instructions). Both the User and Supplier are present when the escrow materials
are sealed into the container and certified. In that way, the completeness and
authenticity of the contents is verified prior to deposit. 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 both the User and Supplier a
notice confirming that we have received it. When a new release is ready for escrow we send you another container
into which a consolidated set of the new software is placed under seal following
the same procedures as above, and returned to us. As always, we fax a confirmation
of receipt to both parties. We do not open the old container and replace materials.
The old container is retained until we are directed to return it, which may be
automatically after receiving new releases, or only after receiving written instructions
from the parties. The parties also decide how often new releases must be deposited
under escrow. 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.
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