Source Code Escrow

What is source code escrow?

Source code escrow is a legal and technical safeguard where a neutral third-party custody agent (such as NCC Group or EscrowTech) maintains a copy of your custom application codebase, database schemas, and infrastructure scripts. In the event ERPStack enters insolvency, ceases operations, or fails to support your production systems under contracted SLA terms, the escrow agent releases the buildable code directly to you.

Why we offer it

Enterprise procurement and risk management teams require escrow to protect operational continuity. We treat this as a standard contract provision rather than a premium service tier. Any enterprise development agreement with ERPStack can incorporate source code escrow provisions to guarantee database and application sovereignty.

Operational Protocol

1. Initial Deposit: Upon successful completion of the initial milestone pilot, we transmit the full repository snapshot—including Drizzle migrations, Next.js server actions, configuration variables, and Terraform files—to the escrow agent.
2. Automated Synchronization: We establish secure Git-to-Escrow webhooks. Every production release tag triggers an automated delta deposit, ensuring the escrow registry remains synchronized with your live application version.
3. Escrow Release Triggers: Code release to the client is authorized under specific, legally binding conditions:
   • Filing for voluntary or involuntary bankruptcy protection.
   • Corporate liquidation or operational dissolution.
   • Material breach of support SLAs (e.g., failure to address high-priority server failures within 30 days).
4. Independent Compilation Audits: The escrow agent performs annual validation audits. They deploy the deposited code onto isolated test environments to verify that the repository compiles cleanly and can run independently without proprietary dependencies.

Deposited Technical Artifacts Manifest

Each synchronized deposit includes the complete operational footprint required to deploy your systems from scratch:

• TypeScript Source Code: All application pages, API layouts, component models, and utility handlers.
• Database Schemas: Inferred SQL definitions, relational entity models, database constraint configurations, and Drizzle ORM migrations.
• Infrastructure as Code (IaC): Terraform layouts provisioning VPC enclaves, load balancers, database instances, and caching headers.
• Containerization Configurations: Complete Dockerfile parameters and package dependencies.
• Deployment Manuals: System dependencies, environment variables spec keys, and build setup checklists.

Claims Validation & Release Process

If a trigger event occurs, the release process is governed by strict timelines to ensure speedy handover:

• Claim Submission: The client files a written release request with the escrow agent, citing the specific trigger event and providing proof.
• Notification & Answer: The escrow agent notifies ERPStack within 5 business days. We are given 10 business days to dispute the claim if we can prove the trigger event has not occurred.
• Release Execution: If no dispute is filed, the escrow agent immediately releases the Git decryption keys, database schemas, and migration manuals to the client.

Setting Up Escrow

Escrow terms are finalized during the Statement of Work negotiation. ERPStack covers the standard setup configurations, while the client covers the annual escrow agent maintenance fees. If you wish to incorporate source code escrow into your custom project agreement, note it in your inquiry form.

For specific legal templates or draft escrow agreements, reach out to our legal support desk at support@erpstack.io