Client Testimonials
"As the UK's fastest growing multi channel integrated communications/contact centre business, it is vital for The Listening Company to work with a law firm that understands our business drivers and business model, from both a commercial and legal perspective, can handle our increasing requirements, and has the expertise and experience to support us in contract negotiations with our clients.
The Waterfront Partnership as a whole and Carole Hailey in particular understand the outsourcing sector so well that they actually fulfil the role of an in house General Counsel, bringing expert contract review and drafting skills to bear, with limited briefing from us; and stand up against our client's lawyers in contract negotiation where necessary, often against firms much larger than themselves. They only spend time on the major issues and translate our commercial objectives into a legal framework.
I recommend them without hesitation."
Trevor Brown, Chief Operating Officer, The Listening Company
Escrow
Escrow arrangements for software are in common usage nowadays.
Typically they provide for a neutral third party to retain up to date copies of the source code so that if the supplier of the software materially breaches their obligations under an agreement, or fails to provide support and maintenance, the customer can get their hands on the code. There are obligations on the supplier to provide updates/new versions of the software to the escrow agent in order to ensure that what is lodged with the agent is always current.
Escrow is usually governed by a three-way agreement, between the supplier, the client and the escrow agent. Release of the source code is subject to a formal process which typically involves the client proving that the supplier is in breach of its obligations.
Escrow is particularly useful in situations where the supplier may be a relatively small organisation in order to provide re-assurance to the client that even if the supplier goes out of business the client will be able to maintain the software and continue to derive business benefit from it.
Whilst some solicitors retain source code for their clients, this is not the usual practice - there are professional escrow organisations who offer a comprehensive suite of services, including a verification service - to ensure that the contents of the CD Rom etc on which source code has been supplied, does in fact match the description of what is supposed to have been lodged. Fees vary depending which escrow services are provided and it is usual, although not mandatory, for the client to pay the fees - after all it is in their interests to ensure that the escrow service is maintained.