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.Software escrow agreements ensure access to the source code if the vendor fails to meet obligations, safeguarding your investment. An escrow account shall: (1) Be maintained in a Federally- or State-insured bank or recognized depository. (2) Designate the broker as trustee. A source code escrow agreement is an agreement to deposit the source code of the software with a third party escrow agent. A SaaS escrow agreement exists to outline how the software data will be delivered from the software as a service, or SaaS provider. The escrow agreement sets out the conditions under which the source code will be released to the licensee. Software escrow refers to the process of depositing the source code of software with a thirdparty escrow agent. The escrow agreement sets out the conditions under which the source code will be released to the licensee.