The escrow agreement

The agreement is the foundation of the entire escrow scheme. It determines who takes what into escrow, under which conditions release takes place, and what obligations the supplier and beneficiary have towards Softcrow and each other. A well-drafted agreement keeps everything running smoothly, both at delivery and at release.

Standard and proven

Softcrow uses a proven standard agreement that has been in use for over 30 years. In that time the agreement has been reviewed and refined by many lawyers at established law firms and companies. For most situations the standard suffices straight away. Nothing needs to be negotiated.

This also means a new escrow scheme can be set up quickly. From the first conversation to signing is usually a matter of days, not weeks.

Customisation is included

When drawing up the escrow agreement, the following points matter:

• Does the “supplier” consist of one or more legal entities? Does each legal entity have its own interest, or is there a shared or overlapping interest?
• Is there one beneficiary or are there several beneficiaries?
• Are there beneficiaries with a claim on one and the same deposit, and/or beneficiaries with their own deposit?
• Is it about software, firmware/embedded software or hardware?
• What does a verification audit look like?
• Are additional provisions needed regarding the deposit contents or the deposit obligation?

Customisation means tailoring the standard to the situation, not rewriting the agreement. Over the years Softcrow has seen virtually every combination of service, sector and dependency relationship. That experience makes the advisory conversation concrete and the process short. The customisation is included in the one-off start-up costs: no extra legal hourly rate, no separate negotiation round.

Release conditions: how do you phrase them well? →

Three parties, one agreement

The standard escrow agreement is a tripartite agreement: supplier, beneficiary and Softcrow sign jointly. Each has its own role and obligations in it.

For collective schemes, where multiple beneficiaries make use of the same escrow scheme from a single supplier, Softcrow concludes a framework agreement with the supplier. Beneficiaries join via a beneficiary registration: a document that confirms participation in the scheme. At that point a signed framework agreement between Softcrow and the supplier already exists, possibly already including customisation. The beneficiary registration can also contain beneficiary-specific deviations agreed in consultation with the supplier.

The deposit structure, how many deposits there are, which beneficiary is entitled to which deposit and how data separation at release is secured, is anchored in the agreement. This is not a technical side issue: an unclear structure leads to uncertainty at the moment it really matters.

Why not sign up online?

An escrow agreement is not a standard product you drop into a shopping basket. The agreement must fit the specific software, the nature of the dependency and the situation of both parties. A conversation beforehand makes sure the right choices are made, and that the agreement actually works when it counts.

Sample agreements

Want to view the agreement in advance? Download the standard version for your situation.

View the pricing →