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.Find software source code escrow agreement lawyers for Orlando, FL to hire. A source code escrow agreement is an agreement to deposit the source code of the software with a third party escrow agent. The sole obligation of the Escrow Agent is to honor the terms and conditions of this. A SaaS escrow agreement exists to outline how the software data will be delivered from the software as a service, or SaaS provider. Once the escrow agreement is in place, securely transfer your source code and related materials to the escrow agent.