This practice note addresses key issues in drafting and negotiating a software source code escrow agreement involving an independent thirdparty escrow agent. Drafting a convention providing for the delivery of source codes of software to an independent third party.Source code escrow agreements protect the end users of software to ensure continuity due to a critical failure of a software vendor. An agreement for placing and maintaining software source code, documentation, and related materials in escrow with a third-party escrow agent. Find software source code escrow agreement lawyers for Santa Rosa, CA to hire. Source Code Escrow Agreement. H. System Change Order Process. It establishes the rights and responsibilities of the software vendor, the licensee, and the escrow agent.