A source code escrow agreement is a contract between a client and a software developer, ensuring client protection if software maintenance fails. This practice note addresses key issues in drafting and negotiating a software source code escrow agreement involving an independent thirdparty escrow agent.A software escrow agreement is a legal arrangement where the source code of a software application is securely deposited with a neutral third party. When escrow is required, organizations should ensure that system documentation and source code are comprehensively covered. Software Escrow Verification tests the source code and material held under the Software Escrow Agreement to ensure it is correct, complete, and can be rebuilt. ContractsCounsel has assisted 40 clients with software source code escrow agreements and maintains a network of 61 technology lawyers available daily. This is a sample source code escrow agreement between a software company and its lessee. Members-only access. The delivery of the source code would need to happen promptly. Once the escrow agreement is in place, securely transfer your source code and related materials to the escrow agent.