Escrow Agreement and the Escrow Account are set forth in the Development Agreement and further detailed in Exhibit C of this agreement: Page 5. This practice note addresses key issues in drafting and negotiating a software source code escrow agreement involving an independent thirdparty escrow agent.A source code escrow agreement is an agreement to deposit the source code of the software with a third party escrow agent. In this article, we will provide a stepbystep guide to help you prepare your source code for software escrow. Developer acknowledges that it has read and will comply with the Covenants,.