A source code escrow agreement is a contract between a client and a software developer, ensuring client protection if software maintenance fails. As such, if there are specific terms to be included in the final Contract, they must be submitted in response to Section IX.B.20.The escrow agreement sets out the conditions under which the source code will be released to the licensee. This practice note addresses key issues in drafting and negotiating a software source code escrow agreement involving an independent thirdparty escrow agent. A SaaS escrow agreement exists to outline how the software data will be delivered from the software as a service, or SaaS provider. A form of escrow agreement is a legal contract that guarantees a third party will hold the funds or property during an exchange. It establishes the rights and responsibilities of the software vendor, the licensee, and the escrow agent.