admin

RBI’s IT Governance Master Direction and source code escrow for critical applications Paragraph 12(f) of the Reserve Bank of India’s Master Direction on IT Governance, Risk, Controls and Assurance Practices (7 November 2023, effective 1 April 2024) requires regulated entities to obtain source code for all critical applications. Where that…

Escrow deposit update frequency for agile and DevOps teams Escrow deposit update frequency determines whether released code matches what the licensee actually runs. For CTOs shipping weekly or daily, the concern is that escrow adds manual work to every sprint. A well-designed cadence avoids that by tying deposits to release…

Software escrow and source code questions in technology due diligence Software escrow in technology due diligence addresses a question most financial models assume away: whether the software behind an investment can be maintained if its authors leave, the company fails or a customer invokes its continuity rights. Investors in Indian…

Drafting the software escrow clause in Indian licence agreements A software escrow clause is the provision in a licence agreement that obliges the licensor to deposit source code with an independent agent and defines when the licensee may receive it. In Indian technology contracts it often appears as one sentence…

Software vendor concentration risk and continuity planning in Indian enterprises Software vendor concentration risk arises when a single licensor supplies several applications an enterprise cannot operate without. In many Indian enterprises, the same supplier sits behind the core platform, the reporting layer and a customer-facing module, so one failure would…

Source code escrow is one of the most important risk management instruments available to software-dependent businesses — and one of the least understood. This guide covers the essential questions: what it is, how it works, who needs it, what the Indian regulatory context requires, and how to choose the right…

Risk reduction is the business case for SaaS escrow — but the risks being reduced are more varied and more interconnected than the standard framing suggests. SaaS escrow does not simply protect against vendor failure. It reduces operational risk, regulatory risk, commercial risk, and reputational risk in ways that ripple…

Enterprise software deals are built on trust — and trust in a software vendor relationship is not simply a matter of contractual terms. It is a function of the structures in place to ensure that the relationship delivers what it promises, even under adverse circumstances. Escrow agents play a central…

Every SaaS business thinks about backup — backup of data, backup of infrastructure, backup of operations. The backup that most SaaS businesses have not made is the one that matters most when a vendor relationship fails: a backup of the source code itself. Source code escrow is that backup —…

Trust is the word that matters most in software escrow. An escrow arrangement that has not earned the trust of both parties — through verified processes, transparent legal frameworks, and demonstrated specialist expertise — is not a genuine protection. In India’s growing SaaS market, finding a trusted escrow partner is…