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.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. In the traditional source code escrow agreement, the deposit materials are generally only updated a few times a year. This Purchase and Sale Agreement and Joint Escrow Instructions (this "Agreement"), between. ("Seller") and the COUNTY OF ORANGE, a political subdivision. We can provide you with guidance on how to fill out forms. "I want to give other people hope because this program is not just for me. If I can do it, then they can do it.