An agreement for placing and maintaining software source code, documentation, and related materials in escrow with a third-party escrow agent under the terms of a software license agreement, with instructions on how to adapt the agreement for use under a software as a service (SaaS) agreement. It assumes that the parties are business entities or other organizations consisting of a single software licensor, a single software licensee, and an independent escrow agent. It includes provisions commonly used in escrow agents' standard form source code escrow agreements but differs from those agreements by setting out in greater detail each party's rights and responsibilities. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.