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 a contract between a client and a software developer, ensuring client protection if software maintenance fails.A SaaS escrow agreement exists to outline how the software data will be delivered from the software as a service, or SaaS provider. 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. Explore Software Escrow Solutions from the Global Leader in Software Escrow. Ensure business continuity, IT outsourcing compliance and IP protection today. San Diego, CA 92186-5304. A Software Escrow agreement is a critical tool in safeguarding intellectual property (IP) and ensuring the smooth continuation of business operations. In the traditional source code escrow agreement, the deposit materials are generally only updated a few times a year.