The importance of trust and the question of software escrow agreements

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Trust starts from the very beginning. From the way you lay the foundations of a business. It is about the relationships you form with your employees, with your customers, with your providers. Trust is the invisible glue that keeps all parts together. Without it, all collapse. It can’t be measured but when it exists, you know it is there. In its absence, simple problems can lead to catastrophes.

Take for example, the case of a possible important decision that you will have to make; the choice of customizable software for running your business. Now, what weights the most in such decisions is that the software fits your needs. But the next most important aspect is that the software you decide to purchase will keep on working under any circumstances. You just can’t risk organizing your business on a program that might fail you on a critical moment due to circumstances out of your hand. This is just out of the question.

You will ask me and you will be correct to ask me such a question: “how does this have to do with trust?”

In order for your business to run, it needs specific programs provided by software vendors. You find the software that fits your needs and you purchase a copy of it. When you purchase the software what you gain access to is the “object code”. The object code is the program that runs at your computer and all supporting data that are necessary for the software to run properly and according to your needs. Therefore, when you buy software what you gain access to is the use of an “executable” program, not the program itself;  its deep rooted essence – the “source code” – is something completely different.

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A copy of the Source-Code in a protected location.

But why is the “source code” so important?

Source code” is what makes a program; a sequence of statements and operations that have a logical sequence written in a computer programming language such as Java, C++ or Visual Basic. It controls how data is processed and how the software functions. These “logical sequences” can be many thousands of lines of code. Who “writes” these lines? That is the work of programmers, specialists who know how to read and what to write in such languages. You could call them, computer linguists. In the end, when all work is done, the result is an “executable code” which the consumer and user of the program can install and run on his computer.

Software vendors don’t usually give access to the “source code” or technical documentation that goes in depth. They don’t want to. Why should they give you access to knowledge of the ways the program functions, when as a consumer you only need to know how to use the program? Why should they give up so easily on their intellectual property? They see themselves as the owners of a knowledge that is on their interest to remain confidential. It makes sense.

However, there are cases when all becomes very problematic; special circumstances that require that access to the source code should be made available. Such case is when the software developer doesn’t have the ability anymore to support the product due to an uncontrolled catastrophe, due to bankruptcy, or a merger with another company. If the user of the product doesn’t have the source code he can be left with software that lacks support and functionality. In such cases the common solution comes through a software escrow agreement. It is all about trust.

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Business handshake

The one side – the potential buyer and user – wants assurances from the other side – the software provider – that what they are getting will keep on functioning and will have support through its whole life cycle. The other side – the seller – wants to reassure the buyer that their software will keep on working no matter what happens to them as developers. Therefore, in order to seal the deal between the two sides, they agree to sign a software escrow agreement where both sides agree that the supplier holds on to the source code and will release it to the buyer – user of the software – under pre-agreed exceptional circumstances. What the supplier gets in return is reasonable assurance that the source-code will not be released in a way that can hurt his interests.

The next step is to find a trusted neutral third party that will retain a copy of the source-code in a protected location and will make it available if the specific requirements agreed are met. The deal is sealed.

Business is not about buying and selling. Business is about relations of trust. Trust creates the field for successful business. And successful business is good for you. It is good for society. It makes for a secure future for everyone. It makes life easier.