Source code escrow agreements protect the end users of software to ensure continuity due to a critical failure of a software vendor. Source Code Escrow is a three party agreement between a software developer (the depositor), the end user (beneficiary) and the source code escrow company.This Escrow Agreement is made and entered into this ______ day of. ,. A source code escrow agreement is a contract between a client and a software developer, ensuring client protection if software maintenance fails. Documentation provided to the escrow agent must obligate the escrow agent to make a copy of the source code available to FW as described below. The purpose of this Agreement is to establish an agreement to protect Licensor's ownership and confidentiality of the Deposit Materials. This practice note addresses key issues in drafting and negotiating a software source code escrow agreement involving an independent thirdparty escrow agent.
