Thinking outside the lock box: Negotiating technology escrows

Abstract

The "Quasi-Escrow." Licensees sometimes propose a "quasi-escrow" in which the licensor delivers to the licensee a copy of the source materials, and the licensee makes a contractual pledge not to access the materials unless and until a release event occurs. In other words, this is an "escrow" without an escrow agent. This kind of arrangement is not usually acceptable to licensors because the licensor cannot effectively police whether the licensee has complied.