Source Code Escrow is a three party agreement between a software developer (the depositor), the end user (beneficiary) and the source code escrow company. A source code escrow agreement is signed in the same way the other escrows work.A Software escrow agreement is a contract between the software developer (licensor), the licensee (enduser), and the escrow agent. A source code escrow agreement is a contract between a client and a software developer, ensuring client protection if software maintenance fails. The first step is to review the escrow contract. A software escrow is a deposit of source code of software and other materials with a 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. The agreement(s) between the Depositing Parties, regulating licence and maintenance of the Product, as set out in Annex 1. The parties agreed to enter a three way escrow agreement and it was that agreement which was the basis for the dispute. Once the escrow agreement is in place, securely transfer your source code and related materials to the escrow agent.