About techUK escrow

What is software escrow? Why you need software escrow? Who can benefit from software escrow? When should you enter into an escrow agreement? How does software escrow work?

techUK escrow is a subsidiary of techUK. We have been providing software escrow services for over 30 years, protecting critical business assets for businesses across the UK. 

techUK escrow offers the highest standards of service and total flexibility without sacrificing value and security. 

What is software escrow?

Software escrow is a multi-party agreement between software developer organisation, their customers, software distributors (if any) and software escrow provider organisation acting as impartial legal custodians. The agreement acts as an insurance policy that protects software users and works as an added guarantee for software developer organisations. 
Where the developer is retaining ownership rights and licencing software to a customer, it is prudent to deposit a copy of the source with a third-party escrow provider such as techUKescrow. The agreement allows techUKescrow to release the source code to the customer in certain instances (which are chosen by both parties upon entering the agreement) and it also gives extra credentials to the software developer organisation to offer such an agreement where IP rights are retained.

What can you protect with software escrow?

Software escrow can be used to provide source code protection in many circumstances.

You can protect:

  • Standard and custom software
  • Internal and external applications
  • Software, which is under development
  • Websites developed or maintained by external suppliers
  • Product development notes and methologies

Do you really need source code protection?

Software development usually involves significant cost. For the Software development company, it is the financial investment of building the software. For the Software user, it takes time and money to implement and train staff to use the software.
Source code protection, provided through software escrow, protects your investment and mitigates risk in situations such as:

  • One of the software user's direct competitors acquires the software development company, creating a clear conflict of interest
  • The software development company is incapable of maintaining and supporting the Software in accordance with the Maintenance Contract signed between both the parties
  • The software development company goes out of business
  • If there is an assignment of the software development company's intellectual property rights in the Source and the assignee fails to offer the User substantially similar protection to that provided by the software escrow contract without significantly increasing the cost to the User
  • If the Software development company commits a material breach of the Maintenance Contract
  • If there is any change in the entity or entities having Control of the Software development company
  • If the software development company is planning for an expansion of its business and looking for funding, depending on the facility providers requirement the source code can be placed in escrow and used as collateral against the facility
  • If multiple parties are involved in the development of the software, the software development company can utilise the Copyright agreement to ensure their claim to the finished software.
  • If the software development company wants to store multiple versions of their software offsite to ensure maximum protection and back-up.

What are the benefits for software users?

  • Protection for your investment
    If your software developer becomes insolvent, software escrow ensures you will not need to recreate the software from scratch.
  • Ensure data integrity and business continuity
    Software escrow helps minimise the impact of software problems by ensuring they can be fixed quickly, even if the original developer is no longer in the scene.
  • Adapt and change the software as you wish
    Most custom software can be updated and altered to fit changing requirements. Software escrow guarantees you can continue to fix, maintain and develop the software.
  • Guard against your supplier defaulting
    If your software developer breaches your contract by failing to provide proper support and maintenance, software escrow enables you access to the source code and therefore switch to a new supplier.

What are the benefits for software developers?

  • You can offer reassurance to your customers that it's 100% safe to do business with you
    Offering software escrow to a potential client can significantly boost credibility and customers confidence in good business.
  • Maintain source code confidentiality
    There are very good reasons for you not to release source code to a client, yet in the absence of software escrow, they may demand it.
  • Stand out from your competitors by offering extra value
    If you provide software escrow as standard, clients will see that you have their best interests at heart by offering them protection, no matter what.
  • Protecting your right to the finished software
    If multiple parties have been involved in developing a software, you can protect your rights to the final product by placing the source code and details of product development and licensing in escrow via our copyright escrow agreement.
  • Additional Back-up
    Protect your Intellectual property via our Custodian escrow agreement by placing the source code and all associated files in escrow ​​​​

What can we offer you?

  • Watertight legal protection

    Our software escrow contracts are straightforward, fair for both sides and easy-to-understand - without compromising on the 'legal aspects'.
  • Total flexibility

    We have a wide range of contracts to suit the business arrangement between software owner and users plus a flexible terms contract that allows you to pick and choose the terms to create a more specific and encompassing escrow agreement. Alternatively, we can work with you to write a completely customised and bespoke software escrow contract.
  • Simple, streamlined service

    We have created a simple path through the legal aspects of software escrow. Set up times are fast and admin minimal.
  • Leading security

    We take industry-leading precautions to protect your source code. We store all source code in a secure underground vault where optimum conditions are maintained at all times, strict access control is in place and fire suppression technology is installed.
  • Independent reassurance

    We've been independently assessed as meeting the standards of ISO9001. This accreditation guarantees we meet our promises and have quality management systems in place.
  • Competitive prices

    We monitor our prices to ensure we remain one of the best value service providers on the market. Additionally, significant discounts on our standard prices apply for members of techUK..

Our partners


Our source code testing service is provided by IntelliQA, a specialist consultancy that addresses the Quality Assurance challenges in the real-world. IntelliQA is renowned for providing innovative solutions for fast-paced markets. Trusted by world-leading organisations, they provide expert consultancy, combined with cutting-edge technology to help clients achieve true business benefit. Their knowledge of system delivery combined with industrialised test automation is highly appreciated by our discerning clients.


A leading national law firm with over 150 partners and 1,400 staff. We work closely with them to ensure our software escrow and copyright protection contracts and procedures meet the highest legal standards

In an industry where suppliers take some pleasure in weaving complexity around their product, it's refreshing to work with techUK escrow who deliver their escrow services with a no-nonsense approach.

Andrew Anderson

CEO, Celaton