Charles, My first question is this: how does your scenario differ from hiring a new programmer and telling him he has to support an application that has been around for years, but none of the previous developers or support staff are with the company any longer? However, your point about what happens if and when you do have to get access to the code from a no longer existent vendor. This is true, but also I would be surprised if any company would put something into a production environment without first testing it, whether it is if the vendor product "blows up" or something changes in the client's environment.
I represented a vendor (who shall remain unnamed) and a situation happened where they had their product code in escrow, they were taken to court by a competitor, and the competitor won the case. The vendor then had to make their current version of their product available as per contract. A end user organization should ensure that any escrowed source is always the latest version as per contract stipulations. Lastly, bankruptcy is typically financially oriented. Contract language for "real" property is handled differently than financial obligations. Again, I, unfortunately, learned this first hand. BTW, IMHO, any vendor that is worth their salt will keep their various versions held in escrow up to date. Respectfully, Mitch McCluhan -----Original Message----- From: Charles Mills <charl...@mcn.org> To: IBM-MAIN <IBM-MAIN@LISTSERV.UA.EDU> Sent: Thu, May 8, 2014 3:32 pm Subject: Re: Vendor Source Code The usual term for this is "source code escrow." A third party holds the ode with a contract that says that if the vendor goes out of business or ails in some way then you get the source code. The third party charges, and o 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 own with all of the documentation and relevant tools and help from your xperienced people. How long before he or she is productive? Three months? ow, suppose this vendor product blows up and it turns out the vendor is out f business. You are going to go to court, get the software from the escrow gent, get the necessary platforms and tools -- and fix the bug, all quickly nough to make a difference to your business? 2. Unless you have an elaborate verification process, what if you get the ource code and discover that through malice or oversight, the source code s 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 ou access to our source code -- is what is called an "executory contract." ankruptcy courts are very reluctant to enforce executory contracts because he whole point of bankruptcy is tear up whatever came before and give the ebtor a fresh start. Charles ----Original Message----- rom: IBM Mainframe Discussion List [mailto:IBM-MAIN@LISTSERV.UA.EDU] On ehalf Of Dno ent: Thursday, May 08, 2014 1:18 PM o: IBM-MAIN@LISTSERV.UA.EDU ubject: Vendor Source Code Hi, > We're looking to purchase a sw product and our lawyers are looking at the 's and c's to see if we can have the right to their source code. At my revious job we did this for BMC, we kept it at IMAR. I guess I never nderstand why, so I'm asking if anyone our there does this and for what eason. If the company went out of business what would the source code do or us? Would we give it to another third party to maintain for us? I ppreciate the feedback. ---------------------------------------------------------------------- or IBM-MAIN subscribe / signoff / archive access instructions, end email to lists...@listserv.ua.edu with the message: INFO IBM-MAIN ---------------------------------------------------------------------- For IBM-MAIN subscribe / signoff / archive access instructions, send email to lists...@listserv.ua.edu with the message: INFO IBM-MAIN
