This practice note addresses key issues in drafting and negotiating a software source code escrow agreement involving an independent thirdparty escrow agent. The licensor and licensee must agree not only whether to enter into a source code escrow agreement but also who should bear the expense.Protect your software investment: Learn how to prepare your source code for escrow in 7 simple steps. 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. After you receive confirmation from our office that your escrow account is set up, you will be required to let us know how the account will be funded. An escrow agreement is a legal contract that protects designated data and intellectual property. To prevent a mortgage company from requesting your statement, please fill out, sign and return the "TAXPAYER DELETE MORTGAGE CODE FORM" to our office. If you have questions, get help. What is a source code escrow agreement and how does it work?