Passive vs. Active Escrow Repository
by Samuel J. Sweet, Senior Manager, Strategic Client Services
Passive Escrow provides for Intellectual Property to be held by a neutral Third-Party with the idea that this proprietary material is released to authorized entities when specific, time-bound, and pre-negotiated conditions of an established escrow agreement exist. While certainly appropriate in most situations, the usefulness and comprehensiveness of the passive escrow material is entirely dependent on the Licensor to store the initial baseline material, as well as ALL updates. With development cycles ever-shrinking, the complexity and volume of updates continue to rise.
Active Escrow Repository (AER) works in tandem with an established escrow agreement by ensuring the Developer has the ability to easily make timely updates to the source code deposit. With AER, NCC Group establishes a digital repository that interacts (through a secure channel) with the Developer’s version control system, eliminating the need to send software escrow deposits on CD/DVD or manually upload new deposits. This service ensures the software escrow deposit retains the latest version of code available. The Active Repository replaces the need for a static deposit in NCC Group’s physical vault facility. The two main advantages: 1. The escrow deposit is always up-to-date. Out-of-date deposits are a common problem with traditional software escrow. NCC Group is committed to communicating with Developers to help ensure the source code deposit matches executables/object code. Unfortunately, we have experienced occasions where Developers fall behind, making the software deposits less valuable and out-of-date. With AER, we can assure LEEs that this is no longer an issue. 2. NCC Group generates monthly reports detailing what makes up the deposit and what has been changed due to updates. Licensees can see exactly what comprises the deposit, including directory structures and file names. Tracking changes to the code has other business advantages not related to escrow; such as being able to confirm certain fixes have
occurred and who made the fixes, etc. This is an excellent tool to assist customers in making sure all of the intellectual property being developed is securely stored in an off-site repository. When faced with the need to review what material has been deposited or the daunting task of ensuring the escrow material aligns with an ever-changing solution, both Developers and Licensees turn to NCC Group to confirm their material is timely and comprehensive should a breach or business interruption occur.