Source Code Escrow Policy

1. Purpose

Inflectra Corporation recognizes that certain customers, particularly those operating in regulated or mission-critical environments, require additional continuity assurances regarding the long-term availability of licensed software.

This policy establishes Inflectra’s position and procedures regarding Source Code Escrow Agreements.

2. Policy Statement

Inflectra is willing to enter into a commercially reasonable source code escrow arrangement for its licensed software products, provided that:

  • The requesting customer bears all costs associated with the escrow service.
  • The escrow agreement reflects mutually agreed and clearly defined release conditions.
  • The escrow arrangement does not compromise Inflectra’s intellectual property rights, security posture, or commercial interests.

Source code escrow is not included as a standard feature of Inflectra’s license agreements and must be separately negotiated.

3. Scope

This policy applies to:

  • Commercial customers licensing Inflectra software products.
  • Enterprise and regulated industry customers requiring business continuity protections.
  • On-premises and, where applicable, certain dedicated instance SaaS cloud deployments.

Escrow is generally not applicable to multi-tenant SaaS offerings unless specifically negotiated and technically feasible.

4. Escrow Structure

Where approved, Inflectra will:

  • Deposit the applicable source code version(s) with a mutually agreed independent third-party escrow agent.
  • Include build instructions and technical documentation necessary to compile the deposited version.
  • Update escrow deposits at defined intervals, typically aligned with major releases or contractually agreed milestones.

All escrow arrangements must be governed by a tri-party agreement between:

  • Inflectra (Licensor)
  • The Customer (Licensee)
  • The Escrow Agent

5. Release Conditions

Escrow release conditions must be narrowly defined and commercially reasonable. Typical release triggers may include:

  • Inflectra’s bankruptcy or insolvency.
  • Permanent cessation of business operations.
  • Formal discontinuation of product support without successor provision.
  • Escrow release shall not be triggered by ordinary commercial disputes, service-level disagreements, or competitive considerations.

6. Intellectual Property Protection

Inflectra retains full ownership of all intellectual property rights in the deposited source code.

Upon release:

  • The customer’s rights to use the source code shall be limited strictly to maintaining and supporting the licensed software internally.
  • Redistribution, resale, sublicensing, or commercial exploitation of the source code is strictly prohibited.
  • Use of released source code must comply with the original license agreement and escrow terms.

7. Costs and Fees

All costs associated with:

  • Escrow agent setup fees
  • Ongoing maintenance fees
  • Verification services (if requested)
  • Depositing the code as agreed in the schedule
  • Additional deposits beyond standard schedule

shall be borne entirely by the requesting customer unless otherwise agreed in writing.

8. Verification Services

If a customer requires escrow verification (e.g., build validation, completeness testing), such services:

  • Must be performed by the escrow agent or approved third party.
  • Are subject to additional fees payable by the customer.
  • Must be coordinated to avoid disruption of Inflectra’s development operations.

9. Security and Compliance

Escrow deposits will:

  • Be transmitted securely to the escrow agent.
  • Exclude proprietary third-party components where restricted by licensing.
  • Comply with export control laws and applicable regulatory requirements.

Inflectra reserves the right to redact confidential internal infrastructure elements not required to compile and maintain the licensed product.

10. Governance and Approval

  • All escrow agreements must be:
  • Approved by Inflectra executive leadership.
  • Reviewed for legal sufficiency.
  • Documented as an addendum to the applicable license agreement.

Inflectra reserves the right to decline escrow requests that present unreasonable operational, security, or commercial risk.

11. Policy Review

This policy will be reviewed periodically to ensure alignment with:

  • Industry best practices
  • Regulatory requirements
  • Product architecture evolution