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Even source code escrow should be resisted. "Out of Business" is not always clear and if you are trying to get acquired your value drops dramatically if major c
by skmurphy 9y ago
Even source code escrow should be resisted. "Out of Business" is not always clear and if you are trying to get acquired your value drops dramatically if major customers have your source.
- bluGill 9y agoTrue, the code escrow needs to be written correctly. Done correctly it only kicks in if the code goes unsupported. You can be acquired so long as the company buying you continues to support it at a "reasonable price". If they don't support the code for a "reasonable price" they didn't buy you for the code anyway so it won't matter. If they do support it, then the escrow doesn't come into play.
- FireBeyond 9y agoI had a customer ask (we have an escrow clause), "What's to stop us not paying your bills (for support and licensing) until you go out of business and then getting the source code?" We pointed to (one of many) conditions that said that escrow would be only released to customers who were in good standing with us -before- the escrow event (and that wasn't transferable, as in they couldn't settle accounts with trustees, acquirers or the like - similar to 'not being able to buy retroactive insurance').
- notyourday 9y agoAsk your attorney.