Welcome to the first of many Q&A type blog posts from the Intellectual Property Management group here at Iron Mountain!
Now you can hear firsthand from our experts in IPM about issues and processes I think are most important to you all based on your comments and our most popular blog pages. Feel free to add in any additional questions in the comment section if we don't cover them in the blog post itself.
Today I sat down with John Trotti, our contracts expert, to discuss the difference between a Three Party Escrow Agreement and the Master Three Party Agreements for both Developers and Licensees.
1. What are the major differences between a Three Party and a Master Three Party Agreement?
A Three Party agreement is signed by the escrow agent, the developer (depositor), and the licensee (beneficiary). The agreement only supports one escrow account and no additional parties may be enrolled into the account. Master Agreements come in 2 varieties: the Master Beneficiary Agreement and the Master Depositor Agreement.
The Master Beneficiary Agreement is an agreement between the escrow agent and the licensee. The licensee may enroll developers into the agreement using an enrollment form. The enrollment form is signed by all of the parties and incorporates the terms of the master agreement as decided on between the parties. In effect, each enrollment becomes a separate agreement between all 3 parties. Under the Master Beneficiary Agreement, each enrollment of a developer creates a new escrow account so that each developer's escrow materials is maintained separately.
The Master Depositor Agreement is very similar to the Master Beneficiary Agreement, but there are some important differences. Under a Master Depositor Agreement, the developer and the escrow agent sign a master agreement. Licensees may be enrolled into the account using an enrollment signed by all of the parties which incorporated the terms of the master agreement. In contrast to the Master Beneficiary Agreement, multiple licensees can be added to the same escrow account. This is a big practical benefit to a developer because they can put one set of materials in escrow and support multiple licensees. In addition, the Master Depositor Agreement can support multiple escrow accounts. What this means is that a developer has 3 suites of products. A Master Depositor Agreement would allow the developer to set up 3 corresponding accounts and enroll licensees into each account as needed.
2. What are the benefits of using a Master agreement as a developer and as a licensee?
For both developers and licensees, the main advantage is that the master party has an opportunity to pre-negotiate the terms to meet their legal and business needs. In practice, the enrollments into master agreements typically have much less negotiation and review than a 3 Party Agreement so that can help streamline deal closure. In many cases, the enrollment is simply signed by all of the parties without any negotiation. Also, in aggregate the fees for the Master Agreement are cheaper than for multiple 3 Party Agreements.
From a strictly developer perspective, one of the big advantages of the Master Agreement is its flexibility and scalability. The Master Agreement, as mentioned, can support multiple escrow accounts which correspond to product suites of custom code. In addition, one account can support multiple enrollees so it's less burdensome for the developer to support their escrow obligations. For instance one set of material in an escrow account could support 5 enrollees rather than the developer having to submit 5 sets of duplicate materials to support the same number of licensees.
From a strictly licensee perspective, the major advantage of the Master Agreement is that it is scalable across any organization. The typical master beneficiary is a larger or growing company and it can be difficult to manage software acquisition in such an environment. Obtaining a signature for enrollment into the Master Beneficiary Agreement is a relatively easy action item compares to a negotiation of a separate 3 Party escrow agreement. The escrow enroLlment can be added to procurement or IT checklist to help ensure internal compliance with risk mitigation procedures.
3. What is the best approach to negotiate the terms in my Master Agreement?
Master agreements can remain in effect for years so it's important to keep the terms of the Master Agreement general and avoid specific references to licenses or license provisions that may change over time of from enrollee to enrollee.
During the enrollment process there is an opportunity to make some adjustments to include appropriate references or other terms (see next question). The other thing to bear in mind is that while the master should reflect the master party's legal and business needs, the agreement shouldn't become too one-sided. Aside from potentially poisoning the trust between the licensee and the developer in the final stages of closing the licensing deal, a one-sided master could trigger requests for significant edits or a stand-alone 3 Party Agreement which defeats the primary benefit of the Master 3 Party.
4. Can I modify my Master Agreement for Individual Developers or Licensees?
The Master agreement should be kept as general as possible to preserve its flexibility (as mentioned above). However, the terms of the Master Agreement may be amended to add to a particular party in the enrollment. Remember that the enrollment creates a separate agreement between all 3 parties that incorporate the terms of the underlying Master Agreement. It's a fairly straight forward process to incorporate select amendments within the enrollment form. Common edits include changes to the release provisions to align them with the license agreement and sometimes choice of law or dispute provisions.
5. If I am a
Most recent headlines
04/08/2024
Dalet, a leading technology and service provider for media-rich organizations, is excited to announce Santiago Solanas as its new Chief Executive Officer (CEO)....
03/06/2024
Dalet, a leading technology and service provider for media-rich organizations, a...
29/04/2024
29 04 2024 - Media release Screen Australia announces James J. Robinson's debut feature First Light
First Light
Principal Photography is underway on Firs...
29/04/2024
Capitol Broadcasting recently became the inaugural company honored with inductio...
28/04/2024
Mediahaus delivers the first SRT live-streaming sports production over 5G with U...
27/04/2024
On April 26, L3Harris Chair and CEO Christopher E. Kubasik joined CNBC's Mor...
27/04/2024
PORTLAND, Oregon Audinate Group Limited, the developer of the Dante AV-over-IP solution, announced significant new additions to Dante Connect, its cloud-based D...
27/04/2024
TORONTO Bell Media has launched 10 English and French-language FAST channels featuring entertainment, factual, news, and sports programming. The new free stream...
27/04/2024
An extensive new analysis of the news segments in the broadcast evening news programs of ABC, CBS, NBC and PBS has found that broadcasters devoted most of their...
27/04/2024
GERMANTOWN, Md. EchoStar's Hughes Network Systems has opened a new manufacturing facility and private 5G incubation center in Germantown, Maryland....
27/04/2024
Harry Pappas, one of three brothers who founded Pappas Telecasting Companies in 1971, died April 24. He was 78 years old....
27/04/2024
ATLANTA and LONDON Mexican telecommunications and broadcast company Televisa has selected Synamedia for an overhaul of its broadcast distribution....
27/04/2024
Participate in the Survey - The Impact of AI on Media and the Creative Industry
Pascal Wagner April 26, 2024
0 Comments
By participating in this surve...
27/04/2024
SDVI Rally Access Workstation Earns Two Top Awards at 2024 NAB Show
Brie Clayton April 26, 2024
0 Comments
SDVI, the leading platform provider for clo...
27/04/2024
Berklee's Music and Health Institute Launches Community Health Musician Cert...
27/04/2024
Charter Communications reported higher first-quarter profits despite continued cord-cutting and competition for broadband customers....
27/04/2024
Two environmentally-focused groups are partnering to engage the unscripted TV world in finding better ways to address climate change. Reality of Change is an ec...
27/04/2024
Sarah Garcia has been promoted to weekend anchor at KTLM McAllen, Texas, known as Telemundo 40. Starting April 27, she will anchor Noticias Telemundo 40 weekend...
27/04/2024
CBS Sports said it launched a new 24-hour free, ad supported streaming television (FAST) channel devoted to the UEFA Champions League....
27/04/2024
Comcast chairman and CEO Brian Roberts received $35.4 million in compensation in 2023, up 11% from the previous year, according to a proxy statement filed by th...
27/04/2024
Art Happens Here With John Lithgow, which sees the actor study dance, ceramics, silk-screen printing and vocal jazz with students in Los Angeles, debuts on PBS ...
27/04/2024
Remember Leave It to Beaver? Bewitched? Dragnet? When cable ratings were rising?...
27/04/2024
Next up for the weekend binge at Catchy Comedy is Gomer Pyle, U.S.M.C. Every weekend, Catchy Comedy features The Catchy Binge, a marathon of a classic sitcom....
26/04/2024
Sundance Film Festival CDMX 2024 kicks-off today with screenings in 5 theaters in Mexico City and the opening-night film, FRIDA, directed by Carla Guti rrez...
26/04/2024
[Editor's Note: This interview is part of a larger feature about the women d...
26/04/2024
Once again this year, SGL Carbon opened its doors to interested children and young people. On the occasion of the German Girls and Boys Day, which took place on...
26/04/2024
Orders1 of $5.5 billion; book-to-bill of 1.06x
Revenue of $5.2 billion, up 17%,...
26/04/2024
Five Considerations For Communications Modernization In The 21st Century
In the digital-enabled battlespace, the Joint Force needs to shoot, move and communica...
26/04/2024
CBS Sports has launched Champions League as a new, 24-hour streaming channel that will serve as the year-round destination for nonstop highlights of the UEFA ...
26/04/2024
Despite tough competition in the streaming space, Roku reported solid results in Q1 2024, beating revenue expectations, with total net revenue up 19% YoY to $88...
26/04/2024
LONDON AND TORONTO Pinewood Toronto Studios has appointed Sarah Farrell as general manager of the Studios in downtown Toronto....
26/04/2024
Quantum to Offer Advanced Filesharing Technology and Performance in StorNext and...
26/04/2024
FilmLight Colour Awards welcomes 2024 entries and introduces new Emerging Talen...
26/04/2024
Picture Shop Announces Chris Evans as Head of Unscripted
Brie Clayton April 26, 2024
0 Comments
Picture Shop announced Chris Evans will lead Unscripte...
26/04/2024
Participate in a Survey - The Impact of AI on Media and the Creative Industry
Pascal Wagner April 26, 2024
0 Comments
By participating in this survey,...
26/04/2024
Toy maker Mattel said it is working with Samsung to launch its first free ad-supported streaming television (FAST) channels later this year....
26/04/2024
Trusted Media Brands (TMB) said it named Marty Moe as president....
26/04/2024
Ron Howard is the director on Jim Henson Idea Man, a documentary that premieres on Disney Plus May 31. Henson of course created Kermit the Frog, Miss Piggy, Big...
26/04/2024
The ice continues to melt under the regional sports network business as the Seattle Kraken of the National Hockey League have made a long-term deal to broadcast...
26/04/2024
Heading into the upfronts, Warner Bros. Discovery said it launched Olli, a first-party data platform advertiser can use for converged, targeted advertising camp...
26/04/2024
CBS has renewed the drama The Equalizer, which will see season five on in 2024-2025. Queen Latifah stars....
26/04/2024
The CW has entered into an exclusive multiyear broadcast partnership for the Miss USA Pageant and the Miss Teen USA Pageant. The 73rd Miss USA Pageant will air ...
26/04/2024
Fuse Media isn't mincing words in a campaign urging its young viewers to register and participate in the 2024 elections....
26/04/2024
Dead Boy Detectives, a series from Neil Gaiman about a detective agency staffed by ghosts, debuts on Netflix April 25. George Rexstrew and Jayden Revri are in t...
26/04/2024
The Story Collective has gradually repurposed the former Mortlake Brewery to include production offices, workshops and sound stages
By Matthew Corrigan
Publi...
26/04/2024
Perkett joins the company following a 25 year career in product management, product marketing, engineering and user experience (UX) across multiple industries
...
26/04/2024
Teradek, the industry leader in wireless video transmitters and receivers, announced today the launch of new Bolt 6 LT 750 and Bolt 6 Monitor Module 750 RX with...
26/04/2024
NEW YORK Amagi has appointed Richard Perkett chief product officer (CPO)....
26/04/2024
WASHINGTON, D.C. The National Association of Broadcasters (NAB) has announced the results of the 2024 NAB Radio and Television Board of Directors elections. The...
Welcome to the first of many Q&A type blog posts from the Intellectual Property Management group here at Iron Mountain! 
