This practice note addresses key issues in drafting and negotiating a software source code escrow agreement involving an independent third-party escrow agent. Source code escrow agreements protect the end users of software to ensure continuity due to a critical failure of a software vendor.Eight crucial steps are outlined: assessing risk, determining deposit content, budgeting, selecting an escrow agent, negotiating contracts, prompt verification. A source code escrow agreement is a contract between a client and a software developer, ensuring client protection if software maintenance fails. 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 Tri-Party Source Code Escrow agreement is a three-party agreement that includes a chosen escrow agent as a signatory to the contract.
