Can software escrow protect me if I'm buying a tech company and worry about losing access to the code?

Software escrow is more commonly used to protect a customer licensing software from a vendor, by having source code held by a neutral third party and released if the vendor fails or stops supporting the product, but the underlying concept can be adapted to protect a buyer during a technology company acquisition too, particularly around the closing period itself. An escrow-style holdback of a portion of the purchase price, tied to confirming the buyer has full, working access to the complete and current codebase after closing, is a more typical tool in this context than a traditional source-code escrow arrangement.

What actually protects a buyer here is thorough technical due diligence before closing: confirming the buyer receives full access to the actual production codebase, version history, credentials, and deployment infrastructure, not just a copy of files that may be outdated or incomplete, and verifying this works in practice before the deal is finalized, not relying on a promise that access "will be" provided.

A financial holdback tied to confirmed, verified access and functioning systems, alongside representations and warranties addressing completeness of what's delivered, is generally the more effective structure than an escrow arrangement borrowed from a different context.