Standard source code escrow provisions for use in a software license agreement. These Standard Clauses are drafted in favor of the licensee and assume that the parties are entering into a separate three-party source code escrow agreement with a commercial escrow agent. The clauses set out source code release conditions and other provisions describing the rights and obligations of the licensor and licensee concerning the creation and maintenance of an escrow account and the licensee's use of escrowed source code materials. These Standard Clauses have integrated drafting notes with important explanations and drafting tips.