The issue: Editor disappearance/maintenance default

When acquiring software you receive a user license and the Depositor provides a binary code. As you do not have the software's source code, in case of temporary or permanent Depositor default you are unable to maintain or have maintained the software.

Usually, Software providers are not keen on delivering their source code as it may create a security loophole in their IT patrimony and a chance of illegal copies or forgery. Incidentally, it becomes more difficult to identify the origin of a malfunction or failure if the end user is able to modify the software directly.

The answer lies in a Software Escrow with a Trusted Third Party who shall release it to End Users in case of Software Editor Maintenance Default. If it is complete and documented, the deposited material will guarantee the durability of the software irrespective of the size or seniority of the company which developed and maintained it.

Deposit content

The deposited material must enable any proficient developer to recover the software in case of malfunction or failure by informing the developer of how the software was created in addition to the development environment. It must not only contain the source code but all the required information to fix or modify such as:

• The Description and identification of technical prerequisites (hardware, operating system, compilers ...),
• The building and packaging procedure,
• The deployment and operating procedures (especially for the SaaS version),
• Existing internal documentation,
• ...

Deposit Verification

It is mandatory to validate that the Deposit is complete, consistent and coherently documented at its start. If not it will be difficult or even impossible to fix or improve it when needed.

The LOGITAS^® Escrow Certificate clearly describes all verifications carried out for each deposited version as well as the technical environment used for the validation process to insure that both the Depositor and End User know its technical quality entirely.

The LOGITAS^® verification process is aimed at demonstrating and highlighting the quality and efficiency of the software building process. This point usually not unveiled to the End User is crucial for the maintenance of the software and consequently for the future of its owner.

Update follow-up

Putting into escrow the initial version may not be sufficient. It is likely that the version you did deploy will evolve (patches, upgrades, new modules, new functions…). The LOGITAS^® Escrow Agreement foresees an annual update of the deposit, with, each update being self-dependent from previous ones.

On each anniversary date of the Escrow Agreement, LOGITAS will review and clarify the utilized versions and software deposits with all beneficiaries having signed the LOGITAS Subscription Agreement. LOGITAS will then get in touch with your Licensor in order to organize the update of the deposit with the relevant version.

The LOGITAS^® Escrow Certificate lists all deposited versions and thus enables to verify and confirm if a specific version has been effectively deposited.

Access to the Deposit

The LOGITAS^® Escrow Agreement clearly describes, in advance, trigger events, conditions and procedures in order to have access to the deposited material:

• Who: Any natural or legal person having signed with the Depositor a right of use agreement about the deposited software is a de factoBeneficiary of the Escrow Agreement and, as such, is granted a right of access to the Deposited material,
• When: The trigger event for the release of the deposited material is the Depositor permanent or temporary maintenance default,
• How: the release procedure is fully described with the intervention time and actions for each step.

If your License or Maintenance agreement provides special provisions about the access and use of the deposited material, LOGITAS will execute them by priority to the relevant Software Escrow Agreement.

Read more about the Software release procedure

End User involvement

You may personally or indirectly attend the Deposit validation procedure:

• By transmitting to LOGITAS the list of specific verifications you want to be fulfilled,
• By personally attending the LOGITAS verification with the formal agreement of the Depositor,
• By proceeding to your functional receipt with the deliverable version produced in LOGITAS presence, solely with the deposited material. Under formal Depositor agreement, LOGITAS may transfer it to you. You will thus be guaranteed that the deposited version corresponds to the one you are using.

Such involvement reinforced the quality of deposits. If LOGITAS provides its know-how and experience on a technical basis (platforms, building procedures and internal documentation) you as the End user are better placed to validate the consistency between the software functionalities and your own requirements. Such procedures may take place in your global procedure of receipt.

Escrow Information Subscription Agreement

This agreement is not mandatory to benefit from a LOGITAS Software Escrow but it provides the End User to receive directly from LOGITAS the following:

• Up-to-date Escrow certificates,
• An annual review of deposits made for the subscriber protection,
• Warnings about any event occurring on the deposit that is concerned (end of Escrow Agreement, winding up, retrieval of all or part of the deposited material...).

You are thereby protected that all provisions and promises undertaken by your provider comply with the escrow provision agreed under completion of the license and/or maintenance agreement. In addition you now have the capacity to resort to help in case of provider failure.