After we got past our initial reactions to the “Man up and buy them,” comment from George Crump, at theBDevent last week, we  got down to some practical discussions about how to make OEM agreements work for both parties.  One of the big items that comes up in negotiations is the Source Code Escrow Agreement.  The party that wants to make use of some element of software, the OEM-In, wants to ensure access to the source code from the supplier, the OEM-Out, under a variety of scenarios, including defaults by the OEM-Out.

Of course, since the source code represents the crown jewels of the OEM-Out, they will typically do whatever possible to limit the conditions under which the OEM-In gets access to the source code.  The OEM-In, on the other hand, wants the broadest possible range of triggers for access to the source code.   (more…)

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