Escrow Agreement and the Escrow Account are set forth in the Development Agreement and further detailed in Exhibit C of this agreement: Page 5. 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 an agreement to deposit the source code of the software with a third party escrow agent. In this article, we will provide a stepbystep guide to help you prepare your source code for software escrow. Developer acknowledges that it has read and will comply with the Covenants,. D., 1971, University of. (a) "Agreement" means that agreement dated February 12,. Requested in order to carry out the intent and purpose of this Agreement. When should I require an Escrow Agreement for my contract? There is a potential need to obtain source code for a software, application or complex solution.