When you depend on a third-party system for core operations, customer transactions, or compliance, the question you need to ask is: who actually owns the code you depend on? Sometimes, it’s not as simple as you might think.

When the system you rely on becomes unstable or one that you cannot access or control, you might be stuck with faults. Instability means that you’re unable to evolve, unable to fix issues, and unable to move on. It is not just inconvenient; it is business critical.

Many businesses unknowingly sign up to a solution where their most critical systems are tied to a single supplier. You may use the software every day, but you do not own it. That difference can be huge.

If your relationship with your vendor breaks down, or the supplier goes out of business, or even if you simply outgrow the system, you are trapped. You might not even be able to build a replacement without full access to the original code. Getting your hands on that code at that point will be costly, slow, and painful, if it is even possible at all.

The bottom line is simple. If you cannot access the source code of a system that is critical to your business, you are not in control of your own future and you may be facing a complete rebuild or having to start again from scratch.

Moving away from a software vendor should be a strategic decision, not a crisis response.

If you want the freedom to move when you need to, you need two things:

• Access to the source code for your critical systems.
• Understanding of how that code works and is maintained.

Good planning and strong contractual management make this possible. Escrow agreements with regular verification testing give you both the legal right and the practical ability to access and use the software if the vendor cannot or will not support you. Without that, moving away can mean starting from scratch at great cost and risk.

Some businesses believe that because they have bought or licensed the software, they own it. That is not necessarily true. Ownership is not about having a license to use the system; it is about having the intellectual property rights (IPR) or, at the very least, the right to access, maintain, and adapt the underlying source code.

Without having a legal right to your code base, you cannot:

• Inspect or audit how critical processes, like transaction processing, are handled.
• Fix bugs or security flaws.
• Evolve the system as your business grows or regulations change.

If the software underpins customer transactions, financial services, compliance functions, or operational delivery, not having access could have serious consequences.

If you do not own or have access to your core code, you are exposed to risks you may not even see coming:

• You face legal risks if processes do not comply with regulations
• You face reputational risks if failures damage customer trust
• You face operational risks if outages cripple your service
• You face financial risks from being forced into costly redevelopment

In short, if you do not own your critical code, or have proper access through a software escrow agreement, you do not truly own your business outcomes.

Some businesses have an escrow agreement in place but leave the code sitting untouched and untested; this is a risk in itself.

If you need to rely on your escrow, or instigate a release event, you must be confident that the deposited code is:

• Up to date
• Complete
• Actually usable

Verification testing gives you that confidence. It is how you turn your software escrow agreement into a real, support solution. Without testing, your escrow is like an uncharged fire extinguisher. It looks reassuring, but it will not help when you really need it.

Software escrow is a core part of managing your intellectual property rights. By ensuring you have access to source code under agreed conditions, escrow balances the needs of software vendors to protect their IP with the needs of customers to protect their business continuity.

When done properly, a software escrow agreement:

• Gives you the legal right to access your critical code
• Maintains your systems' operational and adaptive capabilities
• Reduces the risk of relying on third-party software
• Makes moving on, when you need to, a real and viable option

By asking the right questions now, such as "Who owns the code? Who can access it? How do we know it is complete and usable? you are more likely to give your business the resilience and flexibility it needs to thrive. If you do not control your critical software, you do not control your future.

Read NCC Group’s guide to learn more about Escode’s software escrow and verification services.

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