This practice note addresses key issues in drafting and negotiating a software source code escrow agreement involving an independent thirdparty escrow agent. 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. The licensor and licensee must agree not only whether to enter into a source code escrow agreement but also who should bear the expense. To reserve funds in the program the borrower is required to have a signed real estate purchase contract for a specific address. NOTE: Enrollment in this program is restricted to state and county staff involved in the valuation of property for ad valorem purposes. What is a source code escrow agreement and how does it work? The City of Tucson participates in a HOME Consortium with Pima County and receives HOME Investment Partnership Program funding through the. Editor's Note: This Tri-Party Source Code Escrow agreement is a three-party agreement that includes a chosen escrow agent as a signatory to the contract.