A source code escrow agreement is a contract between a client and a software developer, ensuring client protection if software maintenance fails. This practice note addresses key issues in drafting and negotiating a software source code escrow agreement involving an independent thirdparty escrow agent.These sums in the Closing Escrow shall be the "Deposit". A SaaS escrow agreement exists to outline how the software data will be delivered from the software as a service, or SaaS provider. 1 Evidence of authority to close the transaction and execute and deliver the appropriate closing documents. Software Escrow Agreement establishes an escrow arrangement for software source code, ensuring access in case of certain events, such as bankruptcy or breaches. Appropriated funds, any sums due under the Lease Purchase Agreement from any source of taxation. Violation of Florida Statutes and. 1. We take our time to explain all the fees and costs, and we work alongside your lender or attorney to work out a fast and straightforward closing.