SOURCE CODE ESCROW AGREEMENT

TABLE OF CONTENTS

1. Parties and Purpose
2. Deposit Materials
3. Deposits and Updates
4. Verification and Testing
5. Release Conditions
6. Release Procedures
7. Post-Release License Rights
8. Fees and Payment
9. Confidentiality and Security
10. Warranties and Disclaimers
11. Indemnities
12. Limitation of Liability
13. Term and Termination
14. Governing Law and Dispute Resolution
15. Miscellaneous
16. Schedules

1. PARTIES AND PURPOSE

• Licensor deposits source code and related materials for [PRODUCT] with Escrow Agent for the benefit of [BENEFICIARY] to ensure continuity upon defined trigger events.

2. DEPOSIT MATERIALS

• Source code, build scripts, configuration files, third-party dependencies (with licenses), documentation, and installation instructions.
• Include specific version/branch identifiers; machine-readable format requirements.

3. DEPOSITS AND UPDATES

• Initial deposit within [X] days of Effective Date; updates aligned to major/minor releases or at least [quarterly/biannually].
• Escrow Agent to confirm receipt and integrity; hash values recorded.

4. VERIFICATION AND TESTING

• Optional verification levels (inventory, compilation, full build) at Beneficiary’s cost; Escrow Agent provides reports.
• Deficiencies cured by Licensor within [X] days.

5. RELEASE CONDITIONS

• Narrow triggers: (a) Licensor insolvency/bankruptcy with failure to continue support; (b) cessation of business for the Product; (c) material breach of maintenance/support with failure to cure [X] days; (d) failure to provide SaaS availability for [Y] consecutive days not due to force majeure.
• Exclusions: M&A or change of control alone is not a trigger.

6. RELEASE PROCEDURES

• Beneficiary submits sworn statement with evidence; Licensor notified and may object within [X] days; Escrow Agent follows objection/resolution process.
• Emergency interim access option for catastrophic outages (optional).

7. POST-RELEASE LICENSE RIGHTS

• Upon valid release, Beneficiary receives a non-exclusive, non-transferable license to use, maintain, and modify the Deposit Materials solely to support its licensed use of the Product; no right to commercialize or sublicense except to support vendors.
• Obligations to maintain confidentiality and comply with third-party licenses.

8. FEES AND PAYMENT

• Deposits, storage, verification, and release fees set in Schedule 1; paid by [Licensor/Beneficiary/split].

9. CONFIDENTIALITY AND SECURITY

• Escrow Agent confidentiality; secure storage requirements; restricted access; breach notification obligations.

10. WARRANTIES AND DISCLAIMERS

• Licensor warrants it has rights to deposit materials; no malware intentionally inserted.
• Otherwise, materials provided “as is” upon release; no additional warranties.

11. INDEMNITIES

• Licensor indemnifies for third-party IP claims arising from Deposit Materials (subject to master agreement limitations).
• Beneficiary indemnifies for misuse beyond licensed rights.
• Escrow Agent indemnity limited to gross negligence/willful misconduct.

12. LIMITATION OF LIABILITY

• Caps consistent with master agreement; Escrow Agent typically limited to fees paid to it; carve-outs for willful misconduct/gross negligence.

13. TERM AND TERMINATION

• Term coterminous with maintenance/support term unless ended earlier by mutual agreement; termination procedures and return/destruction of deposits.

14. GOVERNING LAW AND DISPUTE RESOLUTION

• Chosen law/venue; arbitration/courts per selection; fees/prevailing party provisions optional.

15. MISCELLANEOUS

• Notices, assignment, force majeure, amendments, counterparts; order of precedence relative to master agreement.

16. SCHEDULES

• Schedule 1: Fee Schedule.
• Schedule 2: Deposit Materials Inventory.
• Schedule 3: Verification Levels and Procedures.
• Schedule 4: Release Request Form and Objection Procedure.