Generally the three players in a source code escrow agreement are the owner, beneficiary, and escrow agent. A source code escrow agreement is a contract between a client and a software developer, ensuring client protection if software maintenance fails.In the traditional source code escrow agreement, the deposit materials are generally only updated a few times a year. ContractsCounsel has assisted 40 clients with software source code escrow agreements and maintains a network of 61 technology lawyers available daily. A source code escrow agreement is an agreement to deposit the source code of the software with a third party escrow agent. 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. And the opportunity to earn an escrow savings account. What is an Escrow Account? Once the escrow agreement is in place, securely transfer your source code and related materials to the escrow agent.