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The Magazine

Issue 11

How Europe’s business leaders and key decision-makers are weathering the economic storm in these uncertain times ahead.

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Spencer Green
Chairman, GDS International

Sales and the 'Talent Magnet'

A lot is written about being a ‘Talent Magnet’, either as a company, or as President. It’s all good practice – listen, mentor, reward, provide clear goals and career maps. Good practice for the employer, but what about the employee?
24 May 2011

The number 1 technology Escrow agent on the European continent

Escrow Europe | www.escroweurope.be


Escrow means "security in the hands of third parties." As an independent third party, Escrow Europe guards business-critical assets such as source code of software, important databases, passwords or industrial designs.


Under specific conditions agreed in advance – such as bankruptcy of the supplier – Escrow Europe is authorised to release the material on deposit to the beneficiaries. Thanks to the Escrow agreement, the beneficiaries are given security and continuity while suppliers retain the intellectual property.

In the last 15 years we have become one of the largest and most authoritative Escrow service providers in the world. We currently guard over 1,000 verified and up-to-date Escrow deposits for over 10,000 companies and organisations, from multinationals to start-ups and from municipalities to ministries.

Escrow Europe stands out from other escrow agents because it concentrates entirely on active escrow, in other words escrows including both compulsory verification of every deposit and tracking of updates and new releases. This safeguards the quality of the deposits.
Escrow-as-a-service reaches beyond the safeguarding of a depot. The technical team will always verify if the depot is what it’s supposed to be; the administrative support team will update the depot at least once a year, thus continuously guaranteeing maximum usability to the user.

What’s in it for technology users

Users trust their suppliers to provide support and maintenance for a various number of applications. This dependence represents a significant risk, particularly where business-critical systems are concerned. As a Trusted Third Party, we help to eliminate these risks with an escrow agreement. With our contract and service, users underwrite a ‘continuity insurance’.

What’s in it for technology suppliers

Suppliers can offer their clients security and continuity. It can be of great comfort for clients to know their supplier has taken extensive measures to safeguard their interests. Escrow Europe offers an individual Escrow contract or a frame-agreement to their supplier-clients. For financial parties an escrow agreement can be the ultimate argument to invest. By depositing the technology in which they put their money, the investment will be future-proof.

Advisors

Notaries, lawyers, company lawyers, accountants or strategic buyers protect the legal and/or economic interests of their clients. Combining legal know-how with technical expertise, Escrow Europe can be a natural partner for them. EE already works together with many reputable offices in this specific field. We provide a broad range of Escrow services: Software, Data, Industrial, ASP / BPO, Website, Investors, Internet Technology Escrows and copyright registration services.

Software Escrow

A failure in business-critical software has far-reaching consequences for the continuity of any organisation. Prevent these risks by securing the source code and accompanying documentation using an Escrow agreement.

Software Escrow was introduced approximately 20 years and originates from the United States. In the past, a Software Escrow is merely the physical storage of the source code in a vault by a TTP (Trusted Third party). The aim is that the source code remains available even if the supplier no longer exists.

At Escrow Europe, a Software Escrow is an agreement providing technology users the assurance of access to verified source code and associated documentation. The release grounds are contractually determined. Thanks to proven verifications methods, the source code can be analysed to ensure a high level of guarantee. Escrow Europe initiates – in accordance with the agreed frequency – the active follow-up of deposits of updates and new releases; thus to safeguard that the materials in deposit are current.

Software Escrow is of interest for all companies and organisations using business critical software. In other words, software which is important for the business continuity such as tailor made enterprise software. The intellectual property rights of the products remain unimpaired at the supplier's.

The escrow contract is the starting point of every escrow agreement. Before deposition or verification can commence, all parties involved need to reach an agreement on many imperative matters. Such as: a) who are the parties (supplier, beneficiary and Escrow Europe), b) what is being deposited, c) which verification level, d) what are the release grounds, e) how many updates are deposited per year, f) what happens when parties do not stick the agreement.

Data Escrow

In addition to software, data is also of vital importance to organisations. You particularly want to be certain that data is always available if it is running on a supplier's system. A Data Escrow provides continuity.

Industrial Escrow

Production processes can become very complicated due to the use of semi-finished products, outsourcing activities and the use of machines. As a result, there is a need for continuity and security in the form of an Industrial Escrow.

ASP / BPO Escrow

Due to the economic advantages, ASP and BPO are booming. At the same time, this represents an increase in dependence on suppliers. The risks can be minimised using a specific Escrow agreement.

Website Escrow

Developing a website is a creative and time-consuming process. Nothing could be more frustrating for both developer and client than when the results of their creativity and effort are copied.

Investor Escrow

The Investor Escrow offers investors the security that the development they are financing is accurately deposited and described. The "right of pledge" entitles the investors to ask for "the development" back should a reason for release occur.

Internet Technology Escrow

Doing business on the web is more than creating and maintaining a website. The technology behind an e-commerce site is usually left to specialised third parties. This creates a dependence that can be compensated for using an Escrow.

Copyright registration

The copyright of software automatically belongs to the maker and in the case of an employment relationship, the employer. Nevertheless, there are a number of reasons to register the copyright.

Verification

The basis for quality of every Escrow deposit
The main difference between Escrow Europe and its competitors lies mainly in the verification of the material deposited with us. The value of an Escrow agreement depends entirely on the completeness and legibility of the deposited material. For this reason, technical verification of the Escrow material is a basic requirement of a quality agreement. Every deposit is verified by our technical department. Our verification levels offer clients the opportunity to choose between various degrees of security, from a reliable Level I verification to a secure Level III verification.

Level 1 Verification – Basic verification
The objective of a Level I verification is to verify that the materials are present and legible in the form specified by the supplier. This basic verification is carried out on all deposits stored with Escrow Europe. Materials are verified for the presence of the relevant data. However, this type of verification does not offer any guarantee that the deposit is accurate and complete compared to the user's operational environment. Nor is the usability of the source code verified. Naturally, additional detailed verifications offer a higher degree of security.

Level 2 Verification
The main objective of Level II verification is to study as completely as possible whether the source code of each specific component or file of the software/application concerned is present. The objective of this optional verification is to determine the completeness of the source code. An analysis is made of the user environment and then we determine whether the source code for each specific component is present.

Level 3 – Advanced verification
In this very extensive type of verification, the data and materials in the deposit are used to rebuild and test the product. Level III is the most advanced verification method carried out at Escrow Europe. The objective is to determine with the greatest possible certainty that an Escrow beneficiary will have access to resources to maintain, change, correct and/or modify the software (or have this done by others) should the software supplier prove unable to do this any longer.

During Level III verification, the source code is compiled according to the documentation on an entirely "empty" computer. This means that the operating system, third party and development software are not present on the system when the verification starts. After compilation the entire system is prepared for use and a test is carried out – with the help of the user – to determine whether the software is a precise copy of the actual production environment.
Approximately 15% of the Escrow deposits do not meet the requirements for our standard verification (Level I). The higher the level of verification, the greater this percentage becomes: 90% of the Escrow deposits do not initially meet the requirements for Level III verification. In order to be sure that a deposit is complete, parties are advised to have the material verified by Escrow Europe at Verification Level III at least once a year.

Escrow Europe has made the advanced Level III verification a requirement for a framework agreement in order to ensure that the beneficiaries have a high level guarantee that the deposit is usable and up-to-date. Thanks to this type of verification, we have seen in practice that beneficiaries can very quickly start maintaining the application in the case of release.
Escrow Europe N.V. was founded as a neutral Escrow Agent in 1994. In the past 10 years, Escrow Europe N.V. has become the oldest and most experienced independent Escrow agent in Belgium. Escrow Europe is also recognised as a reputable specialist outside Belgium. As a group we are the largest technology Escrow service provider on the European continent. In global terms, we are in the top 3 in terms of size. In terms of quality, we are undoubtedly the market leader.

Escrow Europe has a network of different offices. In the near future, our office network will expand even further based on market and client demand.

Quality control receives our continuous attention. As an independent third party, it is our duty to safeguard the interests of all parties involved. We follow market developments closely in order to be able to offer our clients the best. For example, for a few years now, we have been offering the Investor Escrow to protect high-tech investors.

Escrow Europe is truly independent with no ties or relationships to hardware or software companies.

Our team consists of lawyers, consultants and ICT specialists. The combination of corporate legal expertise with technical know-how gives Escrow Europe a unique position in the market. Whereas most Escrow agents are either legal or technical specialists, we have both types of expertise in house. This offers you the best price-performance-ratio and a maximum of confidentiality.