The escrow agreement provides a vehicle for a service provider to deposit certain materials, like source code, into escrow with a neutral third-party escrow agent. That agent maintains the source code in a confidential depository, for the customer’s benefit. This paper discusses the common features of and drafting issues relating to a typical escrow agreement, from both the perspective of the software vendor and the customer.

This paper is part of a collection presented at LESA’s Technology Contracts program in September, 2015.