Flexible Terms of Business

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In the past, the costs associated with tailoring an escrow contract could be high.  Now, Intellect Enterprises is offering a new service where customers can pick and choose from a range of pre-written clauses, offering you greater flexibility without incurring additional cost.

The clauses sit in the terms of business; they are activated if you tick the relevant boxes in the Flexible Terms Order Form.

The Flexible Terms of Business offer you two areas where you can make your own choices:

1. "Release Events"- the release event is the trigger that results in the source code being released to a user.  In the Insolvency Terms of Business the release event is the insolvency of the owner.  Other release events may be appropriate too.  Rather than hardcode them into the contract, we have set out a range of options.  More details are set out below.
   
   
2. "Release Licences" - as a user, it is one thing to receive the source code; it is quite another thing to understand what rights you have in respect of it.  We have learned that sometimes the software maintenance contract between an owner and user omits to mention the release licence, or fails to give the user the rights that it needs.  With our release licence options, we have given you the opportunity to ensure that the user gets the rights that it needs.

Release Events

The following clauses, if ticked on the Flexible Terms Order Form, will release the source code to the end user, in the following circumstances: 

1. Assignment Release – if there is an assignment of the software owner's intellectual property rights to the deposit and the new software owner fails (within a certain timeframe) to offer the end user similar software escrow protection
2. Competitive Takeover Release – if a direct competitor of the end user acquires control of the software owner’s business
3. Incapacity Release – if the software owner is incapable of providing support, irrespective of whether it is in breach of its support contract
4. Insolvency Release – if the software owner goes out of business
5. Material Breach Release – if the software owner commits a material breach of the maintenance contract and as a result of such a material breach the end user lawfully terminates the maintenance contract
6. Merger Release – if there is any change in the legal entity or entities having control of the software owner.

Release Licences

In the event that source code is released, all of our terms of business ensure the software owner grants the end user a non-exclusive perpetual personal licence to use the source code for the sole purpose of maintaining and supporting the software. By ticking the relevant boxes on the Flexible Terms Order Form however, the following additional licence rights can be incorporated into the contract: 

• Development Licence- the software owner grants the end user a non-exclusive perpetual personal licence to use the source code for the purpose of developing the software.
  
  
• Group Company Licence – the software owner grants the end user a “Group Company Licence”  which would allow the user and any member of its Group to a non-exclusive perpetual personal licence to use the source code for the purpose of maintaining and supporting the software and (if selected) developing the software.

Flexible Single Contract

Flexible Multiple Contract

Testimonials

“Intellect Enterprises provide an invaluable service that is central to our business: they provide our clients with the peace of mind they require in this turbulent economic time.”
James Cotton,
eBusiness Director,
CMO COMPLIANCE
March 2009

"Microdec have been members of Intellect for many years and have always found their Software Escrow Service to be prompt and professional, which is essential when dealing with our clients."
Mark Bowyer,
Business Development & Marketing Director,
Microdec Plc
March 2009