1. Source Code Escrow Overview
Overview Presentation Deck
Presenter
February 2009

2. Presentation Overview
What Is It?
Basic Elements Of The Agreement
When Is It Used?
How It Works – The Agreement
How It Works – The Service
Holding Trust Inc. – Source Code Escrow Overview Slide 1

3. Presentation Overview, Cont’d
Why Is It Used?
Secondary Benefits
Variations
What To Look Out For / Best Practices
How To Contact Us
Holding Trust Inc. – Source Code Escrow Overview Slide 2

4. What Is It?
Has been around in many industries in
order to mitigate risk
It is used to facilitate the transfer of
property from one individual to another
Essentially it consists of an agreement
between three parties:
You
Supplier (Third Party)
Escrow Agent
Holding Trust Inc. – Source Code Escrow Overview Slide 3

5. Basic Elements Of The Agreement
An item is deposited with a third person, an
escrow agent
It is held in trust or security
It is delivered to the grantee or promisee on
the fulfillment of certain future conditions
Holding Trust Inc. – Source Code Escrow Overview Slide 4

6. When Is It Used?
Liquidation
Cease of Trade / Business Interruption
Failure to maintain or meet service level
agreements (SLAs)
IP rights assignment (if the new owner
provides no escrow protection)
Assist in transfer of ownership of IP rights
Security investigation of outsourced
developed applications
Holding Trust Inc. – Source Code Escrow Overview Slide 5

7. How It Works – The Agreement
You enter agreement with
agent and third party
You
Third party supplies right
and source code to agent
Third party provides your
organization with the
application Third
Escrow
Party
Agent
Supplier
Holding Trust Inc. – Source Code Escrow Overview Slide 6

8. How It Works – The Service
Business interruption
occurs by the third
You party supplier
You contact the
escrow agent notifying
of event
Third Escrow agent
Escrow Party
validates the concern
Agent Supplier
and releases the
source code to you
Holding Trust Inc. – Source Code Escrow Overview Slide 7

9. Why Is It Used?
Peace of mind
Scary marketplace where suppliers may
go out of business
Hedging your bets during application
development
Important aspect of risk management,
business continuity and disaster
recovery planning
To be up and running in minimal time
Holding Trust Inc. – Source Code Escrow Overview Slide 8

10. Secondary Benefits
Encourages your supplier to apply
safeguards internally to protect itself
and its customers, as they want to
protect the source code
In the event of a business interruption,
the quicker your operations are up and
running the more able you are to retain
positive branding
Holding Trust Inc. – Source Code Escrow Overview Slide 9

11. Variations
SaaS application / data
Storage / transfer of decryption keys
Transfer of Website ownership
Third party critical applications
Outsourced development of applications
Other…
Holding Trust Inc. – Source Code Escrow Overview Slide 10

12. What To Look Out For / Best Practices
Hire an unbiased escrow agent
Check certifications
Include documentation in escrow
Involve change management
Create a hash for validation purposes
Validate the software
Ensure that data is protected (e.g. SaaS)
Holding Trust Inc. – Source Code Escrow Overview Slide 11

13. How To Contact Us
Web
www.holdingtrust.com
www.holdintrust.com
Phone
+1 416.910.5183
Email
info@holdingtrust.com
Holding Trust Inc. – Source Code Escrow Overview Slide 12