An organization plan on purchasing a custom software product developed by a small vendor to...

A source code escrow clause is a unique consideration that should be made part of the contractual agreement when purchasing a custom software product developed by a small vendor to support the business model. A source code escrow clause is a provision that requires the vendor to deposit the source code of the software product with a trusted third party, who will release it to the customer under certain conditions, such as the vendor’s bankruptcy, insolvency, or failure to provide maintenance or support. A source code escrow clause can help to mitigate the potential long-term risks associated with creating a dependency on a small vendor, such as losing access to the software product, being unable to fix bugs or vulnerabilities, or being unable to modify or update the software product. A right to request an independent review of the software source code, a due diligence form requesting statements of compliance with security requirements, and an access to the technical documentation are not unique considerations, but common ones that should be included in any software acquisition contract. References: CISSP All-in-One Exam Guide, Eighth Edition, Chapter 1: Security and Risk Management, page 65; Official (ISC)2 Guide to the CISSP CBK, Fifth Edition, Chapter 1: Security and Risk Management, page 57.