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Escrow

Security to software projects

Escrow agreements are part of corporate risk management

Business is ever more dependent on the functioning of information technology. Have you figured out what to do if a supplier of business-critical software goes bankrupt or ceases maintenance and product support?

It is possible to store the source code and other documentation crucial to the operation of a company in the escrow service of the Chamber of Commerce. The computer software of a company can only be maintained and developed using the source code.

An impartial escrow agent, the Chamber of Commerce, accepts storage material in secure storage and releases it under terms and conditions agreed on in the escrow agreement when there is a problem. Only an external agent can enable the availability of the stored material for a company when there is a dispute. The company management and those responsible for IT risks should consider the use of escrow in connection with the delivery of every important piece of computer software.

In addition to the storage of source code, escrow can be used for storing documentation, such as recipes and manufacturing instructions and verification of copyrights.

On this website you can read more about the escrow services of the Chamber of Commerce, ready agreement templates and operational instructions on entering into an escrow agreement.

Escrow service in a nutshell

The escrow service as part of a software project secures the continuation of business even in unexpected situations, for example, when a supplier for one reason or another cannot fulfil its obligations.


The supplier and the customer agree on the use of the escrow service of the Chamber of Commerce in their IT delivery contract

The supplier, escrow agent and the customer conclude an escrow agreement

The escrow agent takes the storage material into safekeeping

The supplier takes care of updating the storage material

The escrow agent releases the storage material to the customer when the conditions are met

Agreement types and model agreements

Escrow model agreements are created in cooperation with experts of the domain.
All agreement templates can be downloaded as Word documents in both Finnish and English.
The price list is attached to the signed agreement before the agreement is sent to the Chamber of Commerce.

Individual escrow
An individual escrow agreement is concluded between the owner of the copyrights of the software product and its customer, licence holder and escrow agent. The agreement is used within a software delivery tailored to the customer.
Group escrow
A group escrow agreement is an agreement between the seller, escrow agent and several buyers. The software seller first concludes an agreement with the escrow agent and, when selling user licences, informs the buyers of the opportunity to join a group escrow agreement with a simple affiliation contract. A group escrow is best suited in a situation where several customers are sold a similar product, for example, financial management or CRM software. A group escrow saves the seller some work, because only one deposit is made in the Chamber of Commerce, and it exists for the benefit of all the buyers. The buyer, on the other hand, is able to protect an important part of its business, effortlessly and cost efficiently.
Copyright escrow
Computer programs are protected by copyright laws. Copyright laws grant the copyright to the creator of the computer program. However, the copyrights of computer software are not registered in any public register. Therefore, the creators of software have often encountered problems proving when they came up with a given software invention. Problems have arisen, for example, when competitors or former employees of a company have later produced a similar product. By storing the source code of a computer program in the escrow service of the Chamber of Commerce, the company can prove without any dispute that it made a software invention at a given time.
Document escrow
Different document materials can be stored at an escrow agent for a fixed time. For example, acquisition material remaining unchanged for the duration of the storage can be ensured by storing the material.
Escrow services

Price list

  • A reliable Finnish escrow agent

  • Secure storage protects against damage risks

  • Continuous specialist support

  • Competent and friendly customer service

1220
Individual escrow agreement, annual fee

620
Group escrow agreement, annual fee

670
Copyright escrow agreement, annual fee

Document escrow agreement, annual fee

Benefits of an escrow agreement

From a supplier’s viewpoint releasing source code and other confidential material to a customer is a risk. How does the supplier know that the customer will keep the source code safe and confidential and will not use it prematurely? What if dozens of other customers request the source code?

From a customer’s viewpoint, there is a risk, if source code and other material required for maintenance and updates is not released to his or her use. How can the operation of a business-critical piece of software be secured if the supplier unexpectedly goes bankrupt or otherwise cannot take care of its obligations?
Benefits – Supplier
  • More fluent agreement negotiations

  • Instils trust in potential customers

  • Safe storage in one impartial location

Benefits – Customer
  • Ability and legal right to maintain, update and improve business-critical software

  • Reduces the risk of a significant disruption of business

  • Eliminates the worry about the supplier’s competence

  • Secures the business continuity

Would an escrow agreement suit you?

Are you considering concluding an escrow agreement as part of the risk management of a software project, but would first like to know more about it?
Download the pdf guide and read more, in particular, about the benefits and possible challenges of an individual escrow agreement.

Concluding an escrow agreement

In the initial phase of an escrow procedure, the supplier and the customer agree, based on a model agreement, on the terms of the escrow agreement, such as when the stored material is released, what the customer can do with the released material, how often the material is updated and how the material is validated. Once the Chamber of Commerce has approved the agreement proposal and all three parties have signed the agreement, the source code can be stored at the Chamber of Commerce.

01
Agreeing on changes

Agree on potential changes to the model agreement between the software supplier and its customer and enter the changes in the agreement.

02
Agreement proposal

Send the agreement proposal by email to reetta.riihimaki@helsinki.chamber.fi or kati.mattinen@helsinki.chamber.fi

03
Signing the agreement

Once the Chamber of Commerce has approved the agreement proposal, the software supplier and the customer can sign the agreement and send it to the Chamber of Commerce in three (3) copies.

04
Agreement copies

The Chamber of Commerce will provide each party with one signed agreement copy. The material can be delivered for storage after this or, in individual cases, even earlier, if agreed on with a representative of the Chamber of Commerce.

05
Material to be stored

The software supplier must deliver the agreed material to be stored to the Chamber of Commerce within 14 days from the agreement entering into force (signature). The material to be stored is delivered by mail or using a courier to the address: Helsinki Region Chamber of Commerce Escrow Service Kalevankatu 12 00100 Helsinki

06
Packaging of the material to be stored

The material must be delivered in a sealed package, and it must contain the agreed material stored on a machine-readable media. The package size must not exceed the measurements 35 cm x 30 cm x 10 cm, unless otherwise agreed on.

07
Written notification

The material delivered to the Chamber of Commerce must be accompanied by written notification, which shows - the parties to the agreement - the day the agreement was concluded - the date of submitting to storage and - itemization of the material submitted to storage. The parties to the agreement and packing day must also be marked on the package.

08
Acceptance of material

The Chamber of Commerce will send the parties a notification of receiving the material within seven (7) days of the material arriving at the Chamber of Commerce.

09
Material update

If the software supplier delivers a changed or updated version of the software to its customer, the material containing the change must be delivered to the Chamber of Commerce within 30 days of delivering the change to the customer.

We help in matters related to escrow

Our experienced specialists help you in every phase of concluding a successful escrow agreement.
Agreements and information reetta.riihimaki@chamber.fi 09 2286 0229
Reetta Riihimäki
Lawyer
Agreements and information kati.mattinen@chamber.fi 09 2286 0313
Kati Mattinen
Lawyer
Agreements and information marko.silen@chamber.fi 09 2286 0233
Marko Silen
Director
Sales, customer service and development miira.kolehmainen@chamber.fi 050 354 1571
Miira Kolehmainen
IT Development Specialist

Leave a contact request with a specialist

© Helsinki Region Chamber of Commerce
0201253-1

Kalevankatu 12, 00100 Helsinki
+358 9 228 601