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. The escrow agreement requires the escrow agent to not release the source code to you unless certain release conditions are met. This process ensures the deposited materials are complete, up-to-date, and securely stored. Add the User oriented Source Code Escrow Agreement for redacting.