Software Source Code Escrow Agreements: Drafting and Negotiating the Agreement

Summary

This practice note addresses key issues in drafting and negotiating a software source code escrow agreement involving an independent third-party escrow agent. A software source code escrow agreement is a contract that governs the deposit and storage of the source code, documentation, and other essential materials (Deposit Materials) of a specific software application in escrow. This tri-party agreement usually refers to a customer as the beneficiary, a software provider or developer as the depositor, and a neutral third party storing the Deposit Materials as the escrow agent.