This practice note addresses key issues in drafting and negotiating a software source code escrow agreement involving an independent third-party escrow agent. Software Escrow Release Clauses.A software escrow agreement is typically put in place as part of a wider software license, development or investor agreement. A Software escrow agreement is a contract between the software developer (licensor), the licensee (enduser), and the escrow agent. In this article we will look at the some of the best practices for Software Escrow Agreements. A software escrow is a deposit of source code of software and other materials with a third party escrow agent. Software escrow arrangements are gaining increasing importance in complex technology deals. Software Escrow is a three party agreement between a software developer (licensor), the end user (licensee) and the software escrow vendor. Please complete the form below to create the Software Escrow Agreement Template. All fields must be filled out to ensure a clear and complete agreement.