This practice note addresses key issues in drafting and negotiating a software source code escrow agreement involving an independent thirdparty escrow agent. A source code escrow agreement is a contract between a client and a software developer, ensuring client protection if software maintenance fails.A software escrow agreement is a legal arrangement where the source code of a software application is securely deposited with a neutral third party. When escrow is required, organizations should ensure that system documentation and source code are comprehensively covered. "Qualified Escrow Fund" means an escrow arrangement with a federally or state chartered financial institution having no affiliation with any tobacco Product. Escrow Agreement filled out in its entirety (No copies, white-out or faxed copies all original signatures). Source code escrow agreements are a widely used tool to balance the divergent interests of the parties and allow them to do business together. Login to unlock. Login. In addition, ensure that the agreement sets out the procedure for delivering the Deposit Materials to the escrow agent. What is a source code escrow agreement and how does it work?