The verdict in three sentences
For custom business software, the best protection is a full assignment of economic rights combined with a Git repository hosted on the client's account, updated at every delivery. APP or Logitas escrow (300 to 900 EUR excl. VAT per year) remains useful when the agency keeps ownership of a reused core or when you license a packaged product. Without either, a 60,000 EUR application can become unusable within months if the vendor disappears.
Four ways to secure the code
Escrow means handing the source code and its documentation to a trusted third party, who releases it to the client if certain conditions are met (vendor liquidation, end of maintenance, serious breach). In France, the Agence pour la Protection des Programmes (APP) and Logitas are the most widely used providers.
| Option (2026 order of magnitude) | Cost | What you get | Main limitation |
|---|---|---|---|
| Full assignment of rights + client Git repo | 0 to 5 % of project price | Ownership and permanent access to code | Requires a carefully drafted clause |
| APP escrow (deposit + tripartite contract) | 300 to 700 EUR/year | Conditional access, certified date | Updates needed at each version |
| Logitas escrow | 400 to 900 EUR/year | Conditional access, optional verification | Technical verification billed extra |
| Escrow with build verification | 1,500 to 4,000 EUR per verification | Code proven to compile | Expensive for a small project |
| Licence only, no escrow | 0 EUR | Right of use | No code access if the vendor fails |
| Read-only Git access at the agency | 0 EUR | Visibility | Revocable access, no rights |
A Git repository owned by the client (GitHub, GitLab or Bitbucket under your organisation) often costs less than 25 EUR per user per month. The key is contractual: delivery only counts once the code is pushed to your repository, with installation documentation.
Release conditions and clauses to negotiate
A poorly drafted escrow protects nothing. Release conditions must be objective and verifiable by the trusted third party, without depending on the failing vendor's agreement.
| Clause | Recommended wording | Risk if missing |
|---|---|---|
| Release events | Liquidation, ceasing trading, maintenance not provided 30 days after formal notice | Months of legal deadlock |
| Update frequency | At each major version, at least every 6 months | Outdated escrowed code |
| Deposit contents | Sources, build scripts, database schema, documentation, dependencies | Unusable code |
| Secrets and access | Procedure to recover keys and cloud accounts | Production out of reach |
| Rights after release | Right to use, modify, have it maintained by a third party | Use limited to the existing state |
| Fees | Shared or paid by the client, stated in the contract | Dispute over the annual invoice |
For a 60,000 EUR application, a well-drafted assignment of rights costs 800 to 2,500 EUR excl. VAT in legal fees. That is 1 to 4 % of the project to secure 100 % of the asset.
Impact on fundraising or an exit
During due diligence, investors or buyers check that the company actually owns the rights to its software. Code whose ownership stays with the agency can lead to a 10 to 30 % discount on the asset's value, a condition precedent or a specific indemnity. The assignment of rights, developer contracts and a clean Git repository are the first three documents requested.
Mini case study
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Isabelle, CEO of a network of 12 temporary staffing branches in Lyon, commissions a scheduling application for 60,000 EUR excl. VAT. Her agency offers a licence with a reused proprietary core. Isabelle negotiates full assignment of the bespoke code (about 80 % of the project), a Git repository under her company's organisation and an APP escrow at 450 EUR a year for the core. Total protection cost: 1,800 EUR of legal fees and 2,250 EUR of escrow over 5 years, i.e. 4,050 EUR, under 7 % of the project. Two years later, when she sells her company, the buyer validates the software asset with no discount.
FAQ
Does assignment of rights make escrow unnecessary?
For bespoke code, largely yes, provided the code is actually delivered to your repository. Escrow stays relevant for the components the agency keeps, often 10 to 30 % of a business application.
How long does it take to get the code after release?
With APP or Logitas, usually 2 to 6 weeks after the release event is established. With a client-owned Git repository, access is immediate.
Can a serious agency refuse to assign the rights?
Yes, if it reuses a proprietary core amortised across several clients. It should then accept escrow and a perpetual licence, which is reasonable at 300 to 900 EUR a year.
Is escrow enough to hand maintenance to another vendor?
Only if the deposit includes documentation and build scripts. A build verification at 1,500 to 4,000 EUR every 2 or 3 years guarantees it.
Is data part of the escrow?
No, escrow covers the code. Data falls under the reversibility clause, with a full documented export within 15 to 30 days.
Let's scope your project. We build your business application with assignment of rights, code delivered to your own Git repository and handover documentation, for projects from 20,000 to 150,000 EUR excl. VAT. Detailed quote within 48 h. WhatsApp +221 77 596 93 33.
Mohamed Bah
Fondateur, Kolonell
Passionate about digital and entrepreneurship in Africa, Mohamed has been helping Sénégalese businesses with their digital transformation since 2020. Founder of Kolonell, he believes every SME deserves a professional and accessible online présence.
