Re: Escrow Services for Source code -- MIDRANGE-L

Leo,

Let me see if I can clarify. Almost always when you purchase software
you purchase a license to use the software, not the software asset
itself. Your license agreement usually restricts how you operate the
software (how many systems you can run it on, how many users can use it
concurrently, etc.) and almost always restricts your ability to give or
distribute the software to others. The license will state explicitly
that the copyright (and other forms of ownership) remain with the
software vendor (the lawyers who write these agreements sweat blood over
this issue). This is true even if the vendor provides source code. That
is, you've licensed the right to use the source code (subject to
restrictions) - it has not been transferred to your ownership.

When a vendor goes out of business, is acquired by another company, or
otherwise transmogrifies into something else, that does not invalidate
your license. But, as you've noted, it CAN make it more difficult to get
updates, support, or products from the new owner of the code. Especially
if the new owner is not a software company, or is located in some remote
part of the world, is not in the same business, or is just confused
about what they just purchased (this happens!).

Personally, I think it is wise to license the source code from the
vendor if they make that available. If they do not make it available, I
think it is good to have the source code in escrow with your own company
named as a beneficiary. Both of these options reduce your risk. Not
having either increases your risk somewhat, as we've seen on this list
(and others) when people scramble to find missing vendors or recover
source code from compiled objects.

Your concept of source code escrow as an insurance policy is excellent!
That's exactly how I see it, too.

Cheers!
Patrick
-- 
IBM AS/400 communications, FTP automation, and network security
software and consulting services.

http://www.patownsend.com

Leo Lefebvre wrote:
> 
> Thanks for the information, Patrick. I did visit Fort Knox web site (and 
>other). I
> must say, this was my first experience in that field and my eyes were opened.
> 
> I am a bit concerned when you're saying:
> 
> > Since the distribution of source code is not a transfer of assets but a 
>license, it
> > is not affected by receivership, etc.
> 
> So, the source code IS THE ASSET, therefore can be seized by the receiver, 
>making it
> more difficult to 'legally' obtain a copy of it! Specially if an "ownership 
>title" or
> "formal legal access" was never "purchased" by the licensee!
> 
> Escrowing is another form of insurance policy!
> Does anybody knows about a company that had to go through that process when 
>the
> software developer went 'belly-up"?  How was the experience?
> 
> --
> 
> Leo Lefebvre
> leo@tug.on.ca
> Toronto Users Group for Midrange Systems
> Visit our home page at <http://www.tug.on.ca>
> Ph: (416) 606-5960   ---   Fx: (416) 495-0100

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