The usual term for this is "source code escrow." A third party holds the code with a contract that says that if the vendor goes out of business or fails in some way then you get the source code. The third party charges, and so the vendor may charge you.
There are two or three HUGE problems with source code escrow: 1. Thing about your own programs. You hire a guy or gal. You sit him or her down with all of the documentation and relevant tools and help from your experienced people. How long before he or she is productive? Three months? Now, suppose this vendor product blows up and it turns out the vendor is out of business. You are going to go to court, get the software from the escrow agent, get the necessary platforms and tools -- and fix the bug, all quickly enough to make a difference to your business? 2. Unless you have an elaborate verification process, what if you get the source code and discover that through malice or oversight, the source code is five versions back out of date and missing three critical include files? 3. A contract that says "we will do X in the future" -- in this case, give you access to our source code -- is what is called an "executory contract." Bankruptcy courts are very reluctant to enforce executory contracts because the whole point of bankruptcy is tear up whatever came before and give the debtor a fresh start. Charles -----Original Message----- From: IBM Mainframe Discussion List [mailto:IBM-MAIN@LISTSERV.UA.EDU] On Behalf Of Dno Sent: Thursday, May 08, 2014 1:18 PM To: IBM-MAIN@LISTSERV.UA.EDU Subject: Vendor Source Code Hi, > We're looking to purchase a sw product and our lawyers are looking at the t's and c's to see if we can have the right to their source code. At my previous job we did this for BMC, we kept it at IMAR. I guess I never understand why, so I'm asking if anyone our there does this and for what reason. If the company went out of business what would the source code do for us? Would we give it to another third party to maintain for us? I appreciate the feedback. ---------------------------------------------------------------------- For IBM-MAIN subscribe / signoff / archive access instructions, send email to lists...@listserv.ua.edu with the message: INFO IBM-MAIN
