CASTLERCODE TECHNOLOGY ESCROW

Technology Escrow for Joint Ventures & M&A

When deals involve technology, continuity must survive the transaction.

CastlerCode safeguards software, source code, AI systems, and critical technology assets during joint ventures, mergers, acquisitions, carve-outs, and restructurings — ensuring that business operations remain protected even when ownership, control, or partnerships change.

When deals involve technology, continuity must survive the transaction.

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Built for complex transactions

Designed for real-world deal risk.

THE DEAL RISK

Most JV and M&A failures are technology failures

In modern transactions, technology is no longer a support function — it is core deal value.
Yet during JVs and M&A, technology risk is often underestimated.

Common deal realities:

Source code is controlled by one party

AI systems are undocumented or vendor-hosted

Critical software sits with a third-party vendor

Shared platforms become disputed post-close

Exit clauses do not guarantee operational continuity

When this risk materialises, business continuity, valuation, and trust break down.

WHY TRADITIONAL CONTRACTS ARE NOT ENOUGH

WHY TRADITIONAL CONTRACTS
ARE NOT ENOUGH

Legal ownership does not
guarantee operational control

AI risk is not a
cybersecurity issue - it is
a continuity issue

Most transactions rely on:

Shareholder agreements

IP assignment clauses

Transition service agreements (TSAs)

SLAs and warranties

Shareholder agreements

IP assignment clauses

Transition service agreements (TSAs)

SLAs and warranties

WHAT CASTLERCODE ENABLES

Continuity, control, and confidence -
across the deal lifecycle

CastlerCode acts as a neutral technology continuity counterparty for JVs and M&A.

Source code and proprietary software

AI models, prompts, and decision logic

Deployment configurations and dependencies

Documentation required for operational takeover

So that technology continuity does not depend on goodwill after the deal closes.

So that technology continuity
does not depend on goodwill
after the deal closes.

Real-world JV & M&A Scenario

Real-world Jv &
M&a Scenario

How technology escrow prevents deal disruption

What Happens When Popular AI Platforms Become Single
Points of Failure

Verification: The Difference Between Paper Rights And Real Control

Technology escrow without verification is incomplete

Escrow without verification is a
false sense of security

CastlerCode embeds a three-level verification framework to ensure
escrow is operationally meaningful.

Level 1 – Existence and
Completeness Verification

Level 1 – Existence and
Completeness
Verification

Confirms that all required AI artefacts exist and are within scope:

Models and weights

Prompts and agents

Pipelines and dependencies

Key question answered:
Is everything that defines the AI system actually safeguarded?

Level 2 – Integrity and
Currency Verification

Validates that escrowed assets remain:

Intact

Updated

Aligned with production systems

Detects drift between live AI behaviour and escrowed artefacts.

Key question answered:
Is what we have current and aligned with reality?

Level 3 – Recoverability
and Usability Verification

Level 3 – Recoverability
and Usability
Verification

Assesses whether AI systems can be meaningfully reconstituted in real continuity scenarios.

Focuses on:

Operational usability

Survivability under stress

Practical recovery assumptions

Key question answered:
Can this AI system actually function if the vendor disappears?

WHO THIS IS FOR

Built for complex transactions
and shared ownership models

Built for complex transactions and shared ownership models

CastlerCode Technology Escrow is designed for:

CastlerCode AI Escrow aligns
naturally with:

Joint ventures and strategic alliances

Mergers and acquisitions

Private equity and venture capital investments

Corporate carve-outs and restructurings

Cross-border and regulated transactions

Used by:

Corporate development
teams

CISOs and technology

leaders

Investment committees
& boards

Legal and IP teams

GLOBAL & REGULATORY ALIGNMENT

Designed for scrutiny, not assumptions

Multi-jurisdictional transactions

Regulator-facing continuity requirements

Audit-ready governance

Dispute-resistant release mechanisms

Technology continuity must survive:

CastlerCode AI Escrow aligns
naturally with:

Partner exits

Founder departures

Legal disputes

Regulatory scrutiny

If technology underpins the deal,
continuity must be guaranteed

If technology underpins the deal,
continuity must be guaranteed

JV and M&A transactions fail when technology continuity is assumed instead of engineered.

Talk to our experts to understand how CastlerCode protects technology assets before, during, and after complex transactions.

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CastlerCode is a groundbreaking cloud-native software escrow solution. It offers seamless integration, automates source code deposits, and grants you secure access from anywhere, anytime. CastlerCode is amongst the world's first cloud-native software escrow solution offering cloud-storage for Software, Source-Code & SaaS in an escrow environment.

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