Eight crucial steps are outlined: assessing risk, determining deposit content, budgeting, selecting an escrow agent, negotiating contracts, prompt verification. This practice note addresses key issues in drafting and negotiating a software source code escrow agreement involving an independent thirdparty escrow agent.A software escrow agreement is a legal arrangement where the source code of a software application is securely deposited with a neutral third party. In this article we will look at the some of the best practices for Software Escrow Agreements. The threat of business discontinuity necessitates the practice of underwriting technology-dependent risk through an escrow agreement. Stephen King's Post. As an employee at a global organization, your efforts will impact clients and shareholders across the world, strengthening financial futures for all.