Escrow arrangement Prometeia ERMAS
Prometeia S.p.A. (Prometeia) has setup this escrow arrangement with Escrow Alliance. With this escrow arrangement Prometeia assures that the risk of permanent loss of Prometeia ERMAS is mitigated. The people of Prometeia thought about your business continuity should something unexpectedly happen to Prometeia.
Why an escrow arrangement?
IT is an integral part of today’s business operations. But how are the risks limited if the supplier disappears due to, for example, bankruptcy, takeover or termination of the company? What effect does this have on business continuity? How does one guarantee the uninterrupted use of applications such as financial software, software to control business processes or document management software?
On the other hand, the intellectual property of the supplier must be protected and it is not desirable that ‘source materials’ and other knowledge are in the possession of the end user. In the end, these are the ‘crown jewels’ of the supplier and require adequate protection, both legally and in the handling of these materials.
Escrow Alliance limits these operational IT risks with its arrangements by applying managing the escrow and makes the software user less dependent.
Structure of escrow arrangement
The escrow arrangement consists of three components:
– Escrow agreement
The escrow agreement is setup between Prometeia and Escrow Alliance. The escrow agreement contains the legal terms as agreed in the context of ensuring the continuity and availability of the application.
Escrow Alliance carries out the integrity test Technical Verification Service Level 1 (TVS Level 1) on each delivery and only after a successful completion of this verification only then will the materials be deposited.
The TVS Level 1 checks for the integrity of the material such as presence of source code and documentation, viruses, passwords, readability, file size and calculates unique hashes for auditing purposes.
The deposit consists of all the materials necessary to ensure continuity in the absence of Prometeia. For example: source code, manuals and documentation. After a successful deposit, you will receive a confirmation message.
Escrow arrangement for source code
If Prometeia is no longer able to provide or maintain the application, you as the beneficiary will be given access to the necessary materials in deposit at Escrow Alliance to be able to maintain, modify and correct the application for your own business continuity. These materials consist of the source code and the necessary technical documentation make it possible for an experienced engineer to keep the application operational and to grow with the wishes and requirements of the organization.
In what situation is there a release of the materials?
Materials are only released under strict conditions and on the basis of verifiable facts and must always be in accordance with the terms of the escrow agreement. In short:
– Bankruptcy and the inability to continue maintenance obligations;
– After ceasing the business operations or other obligations;
– After take over of Prometeia where the acquirer either unreasonable conditions or no longer maintains to the application, or;
– At the moment that in the event of a sale, the buying party does not enter into a new escrow agreement.
Would you like to read more about the escrow arrangement of Prometeia?Download escrow brochure for Prometeia ERMAS
More certainty with comprehensive verification
At any time, you may request a full verification of the material in deposit.
With the full verification, the material is tested, checked, but also fully compiled. That ultimately means a high degree of reliability and you can be sure that all the necessary building blocks are present.
Would you like to make use of the escrow arrangement?
If you wish to make use of the escrow arrangement, you can request it from Prometaia. Escrow Alliance will then provide you with the participation declaration. By signing the declaration, you agree to the terms and conditions specified in the escrow agreement. As proof of your participation, you will receive the escrow certificate from Escrow Alliance annually.
My.escrowalliance.com, your personal escrow portal.
Every participant in the escrow arrangement receives login credentials to access the client portal. In this portal, you can access the escrow arrangement, download the escrow agreement, and keep track of the deposited escrow materials and information regarding performed verifications.