[AccessD] Source Code Escrow

One thought that struck me, upon reading the Escrow Associates contract,
is that this could put the developer at greater risk, particularly if
the developer is a small company, and the customer is a large, powerful
one. A large company, particularly if it is your primary (or only)
customer, could force you into bankruptcy and take your code, if they
wanted it badly enough.

This isn't just paranoia: the author of the Pick OS/Database system was
in this position with his first (and only at the time) customer, a large
defense contractor. The company simply decided to stop paying him, with
the intent of forcing him into insolvency and taking his product.
Fortunately, he put a time-based activation code into Pick that they
didn't know about, so in several months it stopped working, and they had
to come back to him, hat in hand, asking for it to be turned back on. 

Now, imagine if this company had had a code escrow agreement. They could
have simply waited him out, enduring the downtime, and walked away with
the source at the end. 

Depending on who you are supplying software to under an escrow
agreement, this might be a concern of yours.

One cheap alternative: write a contract that says, if certain
pre-conditions are met (bankruptcy, etc..), you will, for $1, release
the whole code base under the GPL (Gnu Public License), which would have
the effect of making it perpetually free software. This would greatly
encumber a larger company's ability to profit from it's ill-gotten
gains, because the code would be public domain. 

Just a contrarian viewpoint.

-Ken


>> Here are some downloadable Escrow agreements American, British or
Canadian
>> http://www.escrowassociates.com/agreements.htm
>> Software escrow FAQ
>> http://www.softescrow.com/faq.html#16.0