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.Discover the importance of source code escrow for SaaS applications. Protect your business and ensure continuity in case of vendor meltdown. Introduction: This Software Escrow Agreement outlines the terms under which software code and documentation are deposited for safekeeping with an escrow agent.