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Subject: Software Escrow

Author: Jim Bodkins

Date: 12:08:06 02/28/04


Protection of intellectual property during the process of possesion/examination
by third parties is not new.

Companies I have worked for have used software escrow. It can be used for a
variety of reasons in a variety of ways. It's flexible. The key is do agree in
advance of the nature of protection, possesion and examination and then
surrender the property to a 'bound' third party. Legally bound.

For example, in the case of chess software. The parties could agree that;

1) All software will be held by the escrow agent during the period in question.
2) A group of 'examiners' that were subject to non-disclosure and
non-competition contracts with penalty would be agreed upon prior to escrow.
3) The conditions that 'trigger' the examination would be defined.
4) The location and method of examination would be defined. The method to
include 'tests' which would conclude the ownership of the intelectual property
for the purposes of the event. (Is is a 'copy').
5) The disposition of the software following the event.

You could even require that binaries for use in the event be produced by the
escrow agent. (Or binaries built by the submitted software to the satisfaction
of the escrow agent. Both producing digests - MD5's for example).

Given a group rate from a sympathetic company or law firm that did this work, it
might be possible to provide this service for the group of programs involved for
between $5000 and $10000 per event. While this is a service that is routinely
used by companies much larger than chess companies and by publicly held
companies, my bet is that it wont be used. I'm honestly not sure that there
exists a computer chess event in the world today that is more than a marketing
tool. At least in terms of events that are supported by for profit companies.

Some links of interest:

--- description of one type of escrow

http://www.gigalaw.com/articles/2000-all/mobley-2000-12-all.html

--- some firms

http://www.sourceharbor.com/content/services.html
http://www.escrowtech.com/
http://www.nationalsoftwareescrow.com/
http://www.dsiescrow.com/

... as I mentiond, many law firms (perhaps most these days) perform these
functions as well.

Dont hurt yourselves trying to solve a problem that has had a solution since the
beginning of the technology era. :) Use them.

Jim



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