Source-code escrow and handover.
Source-code escrow is an arrangement where a neutral third party holds a copy of your software's source code and releases it to you if the vendor disappears or fails. Handover is the moment you really receive the repo, the docs, and the deployment, so you can run the software yourself. Escrow is a safety net for when you do not already hold the code. Owning it from day one removes the need for the net.
01 / What source-code escrow means
A third party holds your code, and hands it to you if the vendor goes dark.
Escrow exists because of a fear that is easy to understand. You pay a builder for software your business runs on, but you do not hold the source code yourself. If that builder goes out of business, gets bought, or stops answering, you are left with a product you cannot change and cannot fix. An escrow agent holds a copy of the code and a set of release conditions, and if one of those conditions is met, the code is released to you.
It is a reasonable protection when you are stuck with a vendor who keeps the code. But it is a workaround for a deeper problem, which is not owning what you depend on. Roughly a third of lower-middle-market companies carry key-person risk, where a critical system lives in one person's head or one vendor's account. Escrow patches the symptom. Ownership removes the cause.
02 / Escrow versus day-one ownership
The plainest way to see the difference is what you hold on an ordinary Tuesday, before anything goes wrong.
| Source-code escrow | Day-one ownership | |
|---|---|---|
| Who holds the code today | The vendor holds it; an agent holds a copy you cannot open. | You hold it, in your own repo, from the first line. |
| When you get it | Only if a release condition is triggered and proven. | You already have it. There is nothing to trigger. |
| If the vendor disappears | You wait on the agent, then inherit code with no context. | Nothing changes. Your team or a new builder keeps going. |
| Can you leave | Leaving is a fight; the escrow is your fallback. | You can leave whenever, with everything you need. |
We build so escrow is rarely needed. The software audit and every build hand you the code as we go, not at the end, so there is never a moment when your product lives somewhere you cannot reach.
03 / What a full handover must include
A real handover is more than a zip of code. It is everything needed to run and change the software without the vendor.
- ✓The full source code and its complete version history, in a repo you control
- ✓Access to the infrastructure and deployment, in your own accounts, not the builder's
- ✓Documentation for how it runs, where it is hosted, and how to deploy a change
- ✓For AI systems, the prompts and the evals that define what working means
- ✓Credentials, keys, and third-party account ownership transferred to you
- ✓A short walkthrough so someone new can pick it up without guessing
If a past developer left you without these, that is a rescue, not an escrow claim. See software rescue and our guarantees. Related: vendor lock-in. Start a conversation.
04 / Common questions
What is the difference between source-code escrow and handover?
Escrow is a safety net for code you do not hold. A neutral third party keeps a copy and releases it only if the vendor fails a release condition. Handover is the real thing you want, which is receiving the repo, the docs, and the deployment so you can run and change the software yourself. When you own the code from day one, handover is continuous and escrow becomes unnecessary. Our guarantees write that ownership into the contract.
Do I need source-code escrow if I hire Ego Eimi?
No. Escrow protects you when a vendor holds your code and might disappear. We hand you the repo, infrastructure, docs, prompts, and evals from the first line, so you already hold everything an escrow release would ever give you. There is no locked box to wait on, because the code was never held over you. See our guarantees for how ownership is written into the contract.
What should a complete software handover include?
A full handover is the source code and its history in a repo you control, access to the infrastructure and deployment in your own accounts, documentation for running and changing it, any AI prompts and evals, and every credential and third-party account transferred to you. A zip of code alone is not a handover. If you cannot deploy a change without the old vendor, the handover was incomplete.
A past developer left and I have no code. What now?
That is a rescue, not an escrow claim, because there is no third party holding a copy for you. The first step is a short audit to find what exists, what is missing, and what it would take to get you running independently. Software rescue is built for this, and the goal is to leave you owning the code, the deployment, and the knowledge to run it.
Is escrow a sign of vendor lock-in?
Often, yes. If you need an escrow agreement, it is usually because the vendor holds your code and leaving would be hard, which is the definition of vendor lock-in. Escrow softens the risk without removing the trap. The cleaner fix is to own the repo, docs, and deployment from day one, so you can walk away at any time with everything you need to keep running.
Last updated June 2026 · Talk with Felipe
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