master agreement


Software escrow is about building trust between developers and users of software. Developers protect their assets while proving they have a solution for long-term software support, and users can buy that software without worrying about future access to the core source code or data that may one day be required for disaster recovery, maintenance or upgrades.

An escrow account protects software users, buyers and licensees by providing access to their vendor’s source code under specific conditions in the escrow agreement.


Attorneys should recommend escrow protection to their clients if:

  • The software or technology is mission-critical to the client’s business
  • Many employees rely on it
  • The technology impacts the client’s customers
  • The technology is difficult or costly to replace
  • Third-party software is embedded into the technology
  • The client is developing or trying to maintain a corporate risk management strategy