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What
is software or technology
"escrow"?
Escrow is the placing of something in
safekeeping with an independent,
third-party to secure it. For software or
other technology, escrow is the deposit
of source code,
website or database contents,
documentation or other intellectual
property that Developers wish to keep
safe and accessible for themselves and
for the benefit of their Licensees who
purchase and use their technology.
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What
technology or intellectual property is at
risk?
Source code isn't the only thing a
Developer should put into escrow. The
following components and intellectual
property, created by Developers and
licensed to clients and IT managers, are
subject to ownership disputes, theft,
loss or other damage and
deserve Guard-IT's escrow protection:
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Proprietary
technology |
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Source
code & unpublished support
documentation |
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Development
ideas & outlines |
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Marketing
& financial plans Client,
employee & vendor lists and
databases |
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Other
proprietary information |
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Who
needs an independent escrow agent?
Anyone involved in the creation,
development, licensing or use of software
or other proprietary technology can
benefit from third-party escrow.
Guard-IT's primary Clients include
Software Developers, Programmers,
Licensees, Web Developers, Database
Administrators and Intellectual
Property/Technology Attorneys.
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Why
can't my attorney handle the escrow for
me?
Your may have your attorney assist you in
drafting an Escrow Agreement for your
particular needs and in selecting an
escrow agent. However, your attorney
should not serve as the administering
escrow agent. If a dispute over the code
or IP arises, he or she may be
disqualified from serving as your legal
counsel in the dispute because of
perceived bias and potential conflict of
interest. The key to effective escrow is
hiring an independent agent. Neither your
attorney nor the other Party's, for that
matter, would be perceived as unbiased in
a dispute.
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Is
this like insurance? Will my business
insurance cover my software?
Guard-IT does not insure technology, nor
does it provide insurance. However, as a
third-party, Guard-IT provides security
and assurance to all Parties by
preserving the proprietary materials in a
safe and secure environment. Your
business insurance might only cover the
cost of your software and hardware if you
file a claim. Escrow actually eliminates
the risk of any physical loss, as the
materials are deposited in the escrow
agent's vault.
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Why
do software developers rely on Guard-IT?
Given the rapid changes and increasing
competition in the IT industry,
Developers need the "competitive
edge" that Guard-IT's escrow service
offers new prospects and clients.
Developers can be assured that their work
is archived and protected by a legal
contract, reducing the risk of ownership
disputes or costly lawsuits. And, their
sales and marketing teams can convey this
value-added benefit of the escrow to new
customers.
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Why
do lawyers recommend Guard-IT?
When it comes to ownership and first-use
issues, Guard-IT provides
"enforcement by contract",
rather than by time-consuming disputes or
costly litigation. In the event of an
ownership dispute, Guard-IT independently
authenticates the Developer's Deposit
Materials and thus reduces the risk of
litigation or an extended dispute.
Lawyers also use Guard-IT on an interim
basis to secure sensitive materials that
are actually in litigation.
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Contact info@guard-it.com for more
information.
Copyright
1999-2008 Guard-IT Corporation, Austin, Texas.
All rights reserved.
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