Mitigate Software Risk with Source Code Escrow
Safeguard your business continuity by protecting business-critical software, insisting on a deposit of source code with a trusted third party – ESCROWSURE.
Proudly providing bespoke escrow services to our valued clients world-wide since 2004
Source Code Escrow involves the deposit of the source code of a software application with ESCROWSURE for safekeeping. In the event of a release condition, ESCROWSURE will release the most recently deposited copy of source code and technical documentation to the end user for the protection of your business continuity. Source Code Escrow applies to software installed on-premise and software accessed in the cloud (SaaS).
Why do I need
source code escrow?
Ensure business continuity if your software vendor fails. Source Code Escrow gives you access to the source code, documentation, and tools needed to maintain and support the application independently. This prevents downtime, protects operations, and meets governance and compliance requirements during vendor-related disruptions.
Typical risks that threaten your
business continuity
The software
vendor ceases
to exist
If the software vendor ceases 1to exist, you risk losing access to critical systems, support, and updates, disrupting business continuity.
The software vendor
is liquidated
Vendor liquidation can halt software support and access, risking operational downtime, data loss, and failure to meet regulatory or customer obligations
A breach of license obligations by software vendor
A vendor’s breach of license obligations can result in sudden termination of service or legal disputes, threatening system access and continuity.
The software vendor bought out by your competitor
If your software vendor is acquired by a competitor, they will have control over access and support, putting your operations and data at high risk.
Threats to Your Business
Vendor failure or service disruption can trigger a chain reaction: lost market share, angry customers, frustrated clients, regulator fines, reputational damage, and financial loss. Revenue and profit decline quickly, while leadership accountability rises. Without safeguards like escrow, your CIO and business continuity are both at serious risk.
Lost market share
Losing access to critical software can delay delivery, allowing competitors to capture your customers and erode your market position.
Enraged customers
Service disruptions from vendor failure can leave customers without support or access, damaging trust and driving them to seek alternatives
Frustrated clients
Clients relying on your services may face delays or failures, leading to frustration, complaints, and potential contract terminations
Regulator fines
Inability to maintain system access or data integrity can lead to non-compliance with industry regulations, resulting in significant fines and penalties.
Lost reputation
System outages or failed service delivery caused by vendor issues can severely damage your brand reputation and stakeholder trust.
Lost revenue
Downtime or service failure from vendor issues can halt operations, delay transactions, and result in immediate and long-term revenue losses.
Lost profit
When critical software fails, operational costs rise while revenue drops, directly impacting your profit margins and long-term financial performance.
CIO at risk
Vendor failure without proper safeguards can expose the CIO to accountability for system outages, compliance breaches, and business continuity failures.
The Benefits of Protecting Your Source code with ESCROWSURE
Protecting your source code with ESCROWSURE ensures business continuity if your software vendor fails. You gain secure, verified access to source code, documentation, and cloud environments. This protects against downtime, supports compliance, and reduces third-party risk—giving you operational control, legal clarity, and confidence in your critical software investments.
The Benefits of Protecting
Source code with ESCROWSURE
Includes:
Secures Your Software
Assets
Guaranteed access to source code and documentation ensures you can maintain software if the vendor fails to meet service obligations.
Supports Operational
Resilience
Software escrow preserves seamless operations by enabling continuity during disruptions, giving you time to plan, transition, or replace third-party software.
Mitigates Vendor
Dependency
Maintain leverage with vendors by securing access to current source code and documentation, reducing risk of cost hikes or contract changes.
Shields Against Vendor
Downtime
Be ready for vendor failure with a fallback that ensures continued software access, preventing outages and protecting against business disruption.
Regulatory and Audit
Requirements
Align with governance best practices like King V and IT Joint Standards. Software escrow supports compliance by embedding resilience into your outsourcing strategy.
Reduces Software Risk
Exposure
Minimise vendor-related risk by enabling smooth continuity plans with minimal disruption and full control over your critical systems.
How does Source Code Escrow work?
Source code escrow places a copy of software IP with a neutral third party under contract. If the vendor defaults, materials are released to ensure continuity. Verification confirms the code is complete, functional, and matches the live system. ESCROWSURE offers three levels of verification for on-prem and cloud-hosted applications based on risk.
How Software Escrow
Works in 3 Steps
Getting you started
Following a free risk consultation, ESCROWSURE defines the escrow setup and finalises a legal agreement between all parties involved.
Arranging the deposit
Deposits are encrypted and submitted securely via SFTP or copied directly from Git repositories, ensuring controlled and compliant transfer to ESCROWSURE.
Verification testing
ESCROWSURE offers up to 3 levels of verification testing, the level selected reflects the risk represented by the particular risk that we are looking to mitigate.
Source Code Escrow Verification Testing
Verification testing is scaled according to the level of risk involved. Lower-risk applications may only require basic checks, while higher-risk systems demand deeper testing to confirm that the deposit is complete, functional, and replicates the live production environment. This tailored approach reduces exposure for all parties and strengthens continuity readiness.
ESCROWSURE offer three levels of
verification testing
✔ Files are readable
✘ No match to live system
✔ Missing contents are flagged and resolved
✘ No build or compile test
✔ Files are readable
✔ Matches live production version
✔ Missing items are flagged and resolved
✘ No build or compile test
✔ Files are readable
✔ Matches live production version
✔ Rebuild tested and documented
✔ Verified by live compile
✔ Deliverable: documented build instructions
ESCROWSURE offer three levels of
verification testing
✔ Files are readable
✘ No match to live system
✔ Missing contents are flagged and resolved
✘ No build or compile test
✔ Files are readable
✔ Matches live production
✔ Missing items are flagged and resolved
✘ No full compile or build
✔ Files are readable
✔ Matches live production version
✔ Rebuild tested and documented
✔ Verified by live compile
✔ Deliverable: documented build instructions
Client Testimonials
Direct Transact
“ESCROWSURE provides our clients peace of mind and mitigate risk.”
Direct Transact
Chief Information Security Officer
Flexinova
“The personnel is very friendly and extremely helpful.”
Flexinova
General Manager
Agile Business Solutions
“very easy to get onboarded”
Agile Business Solutions
COO
Tollink
“We are very happy with the level of service and professionalism that the ESCROWSURE team provides and have provided our clients with assurance that their customized solutions are securely stored and professionally verified.”
TOLLINK ZA
SHEQ Manager
Nexi
“Nexi Payments S.p.A. (previously SIA S.p.A) have been a depositor of source code software with ESCROWSURE for the past 11 years and have been extremely satisfied with the level of service and professionalism they have demonstrated.
They have consistently provided timely and accurate management of our source code deposits, ensuring that our valuable intellectual property is always protected and secure. Their team is responsive and easy to work with, and they have always met our needs.”
Nexi Payments
Head of Central Institutions Sales
Jenetric
“With ESCROWSURE, I enjoy peace of mind that the intellectual property and technical documentation is securely vaulted and professionally tested.
ESCROWSURE has played a significant role in our risk management protocols: vaulting our business-critical IP with a professional escrow service is a vital measure in the process of risk management.”
Jenetric
CEO
TotalEnergies
“Overall, I highly recommend ESCROWSURE’s software escrow service to any organization that values the security and reliability of its 3rd party software assets. Their expertise and commitment to excellence are second to none, and we have been extremely satisfied with their service over the years.”
TotalEnergies
Competency Center Manager
Genasys Technologies
“We have been depositing our source code and technical documentation with ESCROWSURE for the many years and have consistently been impressed with the level of service by the
team.”
Genasys Technologies UK Ltd
CEO
Fidelity Services Group
“Their work has been a major factor for IT Risk success, as we hold eight of our business-critical application in escrow with them. We have never had a problem with Escrow uploads as the instructions were clear, concise and communication was always on time and professional.”
GM Managed Services
Fidelity Services Group (Pty)
Ellipsys Systems
“We have found the team from ESCROWSURE extremely professional, competent and efficient and have also recommended ESCROWSURE to clients looking for an escrow agent.”
Ellipsys Systems (Pty) Ltd
Operational Director
Source Code Escrow Blog Posts
Set Up Your Free Consultation
Chat to us about getting your source code into escrow today.
Protecting source code with ESCROWSURE
- Safeguards investment
- Protects business continuity
- Manages supplier relationship
- Avoids unplanned business interruptions
- Satisfies governance and compliance
- Mitigates supplier dependency
Frequently Asked Questions
What is source code escrow and why is it important for business continuity?
Should vendors no longer be able to support the software due to insolvency, acquisition, or breach, the source code is released to the end-user. As a result, end-users maintain uninterrupted operational uptime in regulated or always-on sectors.
While protection is necessary for all types of software, it’s particularly important for companies with niche or custom designed software, as well as software developed by international vendors. ESCROWSURE supports all software in both on-premise and SaaS or other cloud environments.
Our service processes align with broader Business Continuity Management principles and practices, as well as data recovery strategies to ensure your source code is secure and quickly available should the need arise.
When should my business consider a software escrow agreement?
A software escrow agreement is essential when the failure of your single vendor would result in financial, reputational, or regulatory harm, for instance, where compliance demands robust contingency plans. Additional threats to consider include lost market share, extreme customer dissatisfaction, and lost revenue and profit made worse by regulator fines.
This makes it particularly important for companies that operate in finance, healthcare, or government (public sector) sectors. However, all businesses with critical software applications, including those with high-dependency applications and limited vendor options, should look into escrow services.
These days, software escrow services are considered best practice when assessing third-party risk during vendor onboarding. It helps to establish or increase trust in software procurement during vendor due diligence and the implementation of new or upgraded solutions.
In addition to end-user protection, software escrow from ESCROWSURE assures stakeholders that crucial digital infrastructure is protected and their custom software investment is secure.
What are the typical trigger events that allow release of escrowed source code?
ESCROWSURE defines and customises trigger events clearly in each agreement to meet your risk profile. Agreements can be tailored to provide mutual protections, which eliminates ambiguity that can lead to disputes. For example, legal customisation is designed to ensure the vendor’s IP is not wrongfully released.
We provide standard release clauses in our draft agreements; however, our in-house legal team will work with you to tailor the clauses to your requirements. This prevents legal headaches when you need your escrow source code released immediately.
How does ESCROWSURE verify the escrowed source code and documentation?
An escrow deposit only provides true value if the source code and supporting materials are verified, frequently updated, and usable in the event of a release condition – regardless of your software vendor’s status. To ensure value, ESCROWSURE carries out basic verification checks, providing deposit completeness and file integrity.
We offer three levels of escrow verification services that are aligned to your organisation’s risk exposure and business continuity requirements. For instance, advanced levels include full rebuild and compilation verification to prepare for business continuity in real-world worst-case scenarios.
Stakeholders receive timely updates and our inhouse verification consultant flag missing or non-functional elements prior to releasing a complete verification report.
Whether your solution is on-premise or cloud-based, our rigorous software testing process ensures the deposit is robust, fully functional, complete, and deployment-ready with consistent administrative processes when a trigger event occurs.
Is software escrow a regulatory requirement in South Africa or globally?
Software escrow is an increasingly vital component of regulatory compliance in South Africa and international markets. This is why South Africa’s Joint Standards for IT Governance & Risk Management and Cybersecurity and Cyber resilience align with global frameworks like ISO 27001 and the EU’s DORA (Digital Operational Resilience Act).
Software escrow satisfies local and global compliance obligations around IT governance controls and operational resilience, including business continuity, recoverability, and third-party risk management. This is useful when it comes to demonstrating compliance in financial audits, data protection reviews, and disaster recovery assessments.
Compliance is particularly important as regulators now expect contingency planning for all third-party technology dependencies. It is, in fact, a recognised mitigation mechanism under COBIT (Control Objectives for Information and Related Technologies), ISO 27001, and DORA frameworks.
How does source code escrow protect intellectual property rights?
This ensures the vendor’s intellectual property (IP) remains protected under the arrangement as irrefutable proof of ownership, which is secured by the escrow agent’s strict confidentiality and security protocols. Agreements and protocols are so secure that they can act as proof of IP integrity and origin in a court of law.
ESCROWSURE is ISO 27001 certified, ensuring it meets international quality standards for the secure storage and handling of sensitive intellectual property. In this way, we demonstrate the integrity of our legal, technical, and commercial safeguards.
Our unwavering compliance with IP regulations builds trust that underlies long-term partnerships without exposing proprietary code prematurely.
What is included in a standard source code escrow deposit?
A complete deposit could include the software’s source code, technical documentation, build and compile instructions, third-party component details, and development environment specifications.
To ensure software is properly deployed, maintained, and redeployed when necessary, deposits should also include deployment scripts, system configuration files, container images, and infrastructure-as-code templates for SaaS and cloud set ups.
All documentation must be readable by humans and executable by machines (IT stack). This means that build instructions must contain versioning, compiler requirements, and OS dependencies. Versioning or version history must include details of previous successful deployments to enhance readiness for implementation.
Part of ESCROWSURE’s service offerings includes assistance and guidance for vendors to structure deposits in such a way that they meet clients’ continuity goals. End users and vendors can access deposit information via our Escrow Administration Portal (EAP). Deposits are made via our SFTP server or Git repository clone, which track changes to provide a comprehensive history of source code information.
Can source code escrow help during mergers or acquisitions?
Source code escrow is also beneficial because acquirers are guaranteed continuity of key digital assets. Continuity is further guaranteed even if a software provider or vendor opts to exit the agreement after acquisition has been completed.
It’s a pre-sale due diligence indicator of operational readiness, risk mitigation, and technological resilience. This is especially important because it can signal governance maturity when selling a tech-dependent business.
Acquiring parties can also rest assured because escrow agreements reduce uncertainty linked to vendor-bound software assets. ESCROWSURE agents guarantee source code protection, enabling acquirers to feel confident in their investment and confident in their new supplier relationships.