Gartner Research

How to Negotiate the Best Software Escrow Agreement

Published: 28 January 2015

ID: G00271165

Analyst(s): Rob Wilkes , Lori Samolsky, Stewart Buchanan


Few software buyers we speak with seem adequately prepared for a software provider to cease licensing, developing, maintaining or supporting the software on which their businesses depend. SaaS is also causing IT procurement to re-examine assumptions on software escrow to manage these dependencies.

Table Of Contents
  • Key Challenges



  • Determine Risk to Reduce the Cost of Escrow Agreements
    • Least Cost Options Offer the Least Value
    • Mistakes Can Be Expensive
    • Manage Software Provider Risks
    • Software Provider Risks Are Changing
    • Check Suitability for Escrow
    • The Effectiveness of Escrow Is Unproven for Large-Scale SaaS
  • Negotiate Better Conditions for Code Release to Protect Business Continuity
    • Determine What Is Negotiable as an Escrow Trigger
  • Negotiate Terms in Advance to Strengthen Software Rights
    • The Risk of Acquisition Is Often Greater Than the Risk of Bankruptcy
    • A Source Code Does Not Grant License Rights

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