This practice note addresses key issues in drafting and negotiating a software source code escrow agreement involving an independent thirdparty escrow agent. When should I require an Escrow Agreement for my contract?There is a potential need to obtain source code for a software, application or complex solution. The escrow agreement will provide the conditions under which you will receive a copy of the source code. The most common release conditions are (1) the software. In this article, we will provide a stepbystep guide to help you prepare your source code for software escrow. Taxes that were paid out of your escrow account. Source Code Escrow is a three party agreement between a software developer (the depositor), the end user (beneficiary) and the source code escrow company.