Source Code Escrow Agreement

comments before final execution.
7. Have this document reviewed by qualified legal counsel in your jurisdiction before use.

JURISDICTION: Universal (adapt governing law clause to selected state)
LAST UPDATED: 2026-03-18
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SOURCE CODE ESCROW AGREEMENT

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THIS SOURCE CODE ESCROW AGREEMENT (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and among:

LICENSOR (Depositor):

Field	Details
Legal Name	[________________________________]
Entity Type	☐ Corporation ☐ LLC ☐ Partnership ☐ Sole Proprietorship
State of Formation	[________________________________]
Principal Address	[________________________________]
Contact Person	[________________________________]
Email	[________________________________]
Phone	[________________________________]

BENEFICIARY (Licensee):

Field	Details
Legal Name	[________________________________]
Entity Type	☐ Corporation ☐ LLC ☐ Partnership ☐ Sole Proprietorship
State of Formation	[________________________________]
Principal Address	[________________________________]
Contact Person	[________________________________]
Email	[________________________________]
Phone	[________________________________]

ESCROW AGENT:

Field	Details
Legal Name	[________________________________]
Principal Address	[________________________________]
Contact Person	[________________________________]
Email	[________________________________]
Phone	[________________________________]

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TABLE OF CONTENTS

1. Recitals and Definitions
2. Deposit Materials
3. Initial and Ongoing Deposit Obligations
4. Verification and Testing
5. Release Conditions (Trigger Events)
6. Release Procedures and Dispute Resolution
7. Post-Release License Rights
8. Bankruptcy Code § 365(n) Protections
9. UCC Article 9 — Security Interest Matters
10. Escrow Agent Duties and Limitations
11. Fees and Payment
12. Confidentiality and Data Security
13. Intellectual Property Ownership
14. Warranties and Disclaimers
15. Indemnification
16. Limitation of Liability
17. Term and Termination
18. Governing Law and Dispute Resolution
19. General Provisions
20. Signature Block
21. Schedules

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1. RECITALS AND DEFINITIONS

1.1 Recitals

WHEREAS, Licensor has developed and owns certain proprietary software known as [________________________________] (the "Software Product"), which is licensed to Beneficiary under that certain [________________________________] dated [__/__/____] (the "Underlying License Agreement"); and

WHEREAS, Beneficiary desires assurance of continued access to the source code and related materials for the Software Product in the event of certain trigger events that could threaten Beneficiary's ability to use and maintain the Software Product; and

WHEREAS, the Parties desire to engage Escrow Agent to receive, hold, and, upon the occurrence of specified release conditions, release the Deposit Materials to Beneficiary in accordance with the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:

1.2 Definitions

For purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

(a) "Deposit Materials" means all items described in Section 2 and Schedule A, including source code, build scripts, documentation, and related materials.

(b) "Intellectual Property" has the meaning set forth in 11 U.S.C. § 101(35A), including trade secrets, inventions, processes, designs, patents, copyrights, and mask works, as well as any claims or rights to any of the foregoing.

(c) "Release Condition" means any of the trigger events described in Section 5.

(d) "Release Request" means a written request by Beneficiary to Escrow Agent asserting that a Release Condition has occurred, substantially in the form of Schedule C.

(e) "Underlying License Agreement" means the software license, SaaS agreement, or other agreement under which Beneficiary is authorized to use the Software Product.

(f) "Verification" means the inspection and testing of the Deposit Materials as described in Section 4.

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2. DEPOSIT MATERIALS

2.1 Description of Deposit Materials

Licensor shall deposit with Escrow Agent all of the following materials (collectively, the "Deposit Materials"):

☐ Complete source code for the Software Product, including all modules, libraries, and components developed by Licensor

☐ Build scripts, makefiles, CI/CD pipeline configurations, and compilation instructions sufficient to reproduce a production-ready build

☐ Configuration files, environment variables, and deployment scripts

☐ Third-party libraries and dependencies (with applicable license terms identified)

☐ Database schemas, migration scripts, seed data, and data dictionary

☐ API specifications and integration documentation

☐ Technical documentation, including architecture diagrams, code comments, and developer guides

☐ Installation and deployment instructions for all supported environments

☐ User manuals and administrator guides

☐ Version/branch identifiers and release notes for each deposit

☐ Encryption keys, certificates, and access credentials necessary for building and running the Software Product

☐ Test suites, test data, and quality assurance documentation

☐ Additional items as specified in Schedule A

2.2 Format Requirements

All Deposit Materials shall be delivered in machine-readable format on media approved by Escrow Agent, which may include:

☐ Encrypted cloud repository access (e.g., private Git repository)
☐ Encrypted physical media (USB, hard drive)
☐ Secure file transfer protocol (SFTP)
☐ Other: [________________________________]

2.3 Completeness Standard

The Deposit Materials shall be sufficiently complete to enable a reasonably skilled software developer, with knowledge of the applicable programming languages and platforms, to compile, build, deploy, maintain, and modify the Software Product without reliance on Licensor's personnel or proprietary tools not included in the deposit.

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3. INITIAL AND ONGOING DEPOSIT OBLIGATIONS

3.1 Initial Deposit

Licensor shall deliver the initial Deposit Materials to Escrow Agent within [____] calendar days of the Effective Date. The initial deposit shall correspond to version [________________________________] of the Software Product.

3.2 Update Deposits

Licensor shall deliver updated Deposit Materials to Escrow Agent:

☐ With each major release (version X.0)
☐ With each minor release (version X.Y)
☐ At least quarterly, regardless of release schedule
☐ At least semi-annually, regardless of release schedule
☐ Other frequency: [________________________________]

3.3 Update Contents

Each update deposit shall include:

(a) A complete, current copy of all Deposit Materials (not merely incremental changes);

(b) A written manifest identifying the version number, date, and summary of changes since the prior deposit;

(c) Updated third-party dependency lists and license terms;

(d) Cryptographic hash values (SHA-256 or equivalent) for all deposited files.

3.4 Receipt Confirmation

Escrow Agent shall, within [____] business days of receiving a deposit, provide written confirmation of receipt to both Licensor and Beneficiary, including the date received, media type, and hash values recorded.

3.5 Failure to Deposit

If Licensor fails to make any required deposit within [____] days after the applicable due date, Beneficiary may provide written notice to Licensor with a copy to Escrow Agent. If Licensor fails to cure within [____] days after receipt of such notice, such failure shall constitute a material breach of this Agreement and, at Beneficiary's election, a Release Condition under Section 5.

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4. VERIFICATION AND TESTING

4.1 Verification Levels

Beneficiary may request Verification of the Deposit Materials at any of the following levels:

(a) Level 1 — Inventory Verification: Escrow Agent confirms that the deposited media contains files corresponding to the manifest provided by Licensor.

(b) Level 2 — Technical Verification: An independent technical expert reviews the Deposit Materials for completeness, including confirmation that source code files, build scripts, and documentation are present and coherently organized.

(c) Level 3 — Full Build Verification: An independent technical expert attempts to compile and build the Software Product from the Deposit Materials in a clean environment, confirms that the resulting build is functional, and produces a verification report.

4.2 Verification Costs

The costs of Verification shall be borne by:

☐ Beneficiary
☐ Licensor
☐ Split equally between Licensor and Beneficiary
☐ Other arrangement: [________________________________]

4.3 Verification Reports

The verifying party shall deliver a written Verification report to all Parties within [____] business days of completing the Verification. The report shall identify any deficiencies, missing materials, or build failures.

4.4 Cure of Deficiencies

Upon receipt of a Verification report identifying deficiencies, Licensor shall cure all identified deficiencies and deliver corrected Deposit Materials within [____] calendar days. If Licensor fails to cure within such period, Beneficiary may request re-Verification at Licensor's sole expense.

4.5 Annual Verification Right

Beneficiary shall have the right to request at least one Level 2 or Level 3 Verification per calendar year. Additional Verifications may be requested at Beneficiary's cost.

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5. RELEASE CONDITIONS (TRIGGER EVENTS)

5.1 Release Conditions

Escrow Agent shall release the Deposit Materials to Beneficiary upon the occurrence of any of the following Release Conditions:

(a) Insolvency or Bankruptcy. Licensor: (i) files a voluntary petition in bankruptcy; (ii) has an involuntary petition in bankruptcy filed against it that is not dismissed within sixty (60) days; (iii) makes a general assignment for the benefit of creditors; (iv) has a receiver, trustee, or liquidator appointed for a substantial portion of its assets; or (v) is adjudicated as bankrupt or insolvent under applicable law.

(b) Cessation of Business. Licensor ceases to conduct business in the ordinary course, dissolves, or winds up its affairs, and fails to assign its obligations under the Underlying License Agreement to a qualified successor within [____] days.

(c) Material Breach of Support Obligations. Licensor materially breaches its maintenance, support, or update obligations under the Underlying License Agreement and fails to cure such breach within [____] days after written notice from Beneficiary.

(d) Discontinuation of Product. Licensor announces or effectively discontinues development, maintenance, or support of the Software Product, and fails to provide a commercially reasonable migration path within [____] days after written notice from Beneficiary.

(e) Service Level Failure. The Software Product (or SaaS service) fails to meet the minimum availability requirements set forth in the Underlying License Agreement for [____] consecutive days, and such failure is not attributable to force majeure, Beneficiary's systems, or third-party infrastructure not controlled by Licensor.

☐ (f) Additional Trigger Event: [________________________________]

5.2 Exclusions

The following events shall NOT constitute Release Conditions:

(a) A change of control, merger, acquisition, or reorganization of Licensor, provided the successor entity assumes Licensor's obligations under the Underlying License Agreement and this Agreement;

(b) Licensor's good-faith decision to modify, rebrand, or update the Software Product, provided functionality is materially preserved;

(c) Temporary service interruptions caused by scheduled maintenance or force majeure events.

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6. RELEASE PROCEDURES AND DISPUTE RESOLUTION

6.1 Release Request

To initiate a release, Beneficiary shall deliver a Release Request to Escrow Agent, substantially in the form of Schedule C, which shall include:

(a) A sworn statement under penalty of perjury that a Release Condition has occurred;

(b) A detailed factual description of the Release Condition, with supporting evidence;

(c) A certification that the Underlying License Agreement remains in effect or that the release is otherwise warranted.

6.2 Notice to Licensor

Upon receipt of a Release Request, Escrow Agent shall promptly deliver a copy to Licensor by the method specified in Section 19.

6.3 Licensor Objection Period

Licensor shall have [____] business days from receipt of the Release Request to deliver a written objection to Escrow Agent and Beneficiary. The objection shall state the specific grounds for disputing the Release Request and include supporting evidence.

6.4 Release Without Objection

If Licensor does not deliver a timely objection, Escrow Agent shall release the Deposit Materials to Beneficiary within [____] business days after expiration of the objection period.

6.5 Disputed Release

If Licensor delivers a timely objection:

(a) The Parties shall attempt to resolve the dispute through good-faith negotiation for [____] days;

(b) If negotiation fails, the dispute shall be submitted to binding arbitration before a single arbitrator in accordance with Section 18;

(c) Escrow Agent shall retain the Deposit Materials pending resolution of the dispute and shall not be liable for withholding release during such period.

6.6 Emergency Interim Access

In the event of a catastrophic failure of the Software Product that materially impairs Beneficiary's business operations, Beneficiary may request emergency interim access to the Deposit Materials. Escrow Agent may, in its sole discretion and upon receipt of an indemnification agreement from Beneficiary, provide limited access pending formal resolution of the Release Request. Such access shall not constitute a waiver of any Party's rights.

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7. POST-RELEASE LICENSE RIGHTS

7.1 License Grant Upon Release

Upon a valid release, Beneficiary shall have a non-exclusive, non-transferable, royalty-free license to use, compile, modify, maintain, and create derivative works of the Deposit Materials solely for the purpose of:

(a) Continuing to use the Software Product in the manner authorized under the Underlying License Agreement;

(b) Maintaining, supporting, and fixing bugs in the Software Product for Beneficiary's internal use;

(c) Making modifications reasonably necessary to ensure continued operability of the Software Product with Beneficiary's systems.

7.2 Restrictions

The post-release license shall NOT include the right to:

(a) Commercialize, sublicense, distribute, or sell the Deposit Materials or any derivative works to third parties;

(b) Use the Deposit Materials to develop competing products;

(c) Disclose the Deposit Materials except to Beneficiary's employees and contractors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement.

7.3 Third-Party Components

Beneficiary acknowledges that the Deposit Materials may contain third-party components subject to separate license terms. Beneficiary shall comply with all applicable third-party license requirements and shall be solely responsible for obtaining any necessary third-party licenses following release.

7.4 Survival of Confidentiality

The confidentiality obligations set forth in Section 12 shall survive any release of the Deposit Materials and shall apply to all Deposit Materials in Beneficiary's possession.

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8. BANKRUPTCY CODE § 365(n) PROTECTIONS

8.1 Acknowledgment of Intellectual Property License

The Parties acknowledge and agree that the Underlying License Agreement constitutes a license of "intellectual property" as defined in 11 U.S.C. § 101(35A), and that this Agreement is a supplementary agreement to the Underlying License Agreement within the meaning of 11 U.S.C. § 365(n).

8.2 Beneficiary's Election Rights

In the event that Licensor becomes a debtor in bankruptcy and the trustee or debtor-in-possession rejects the Underlying License Agreement pursuant to 11 U.S.C. § 365(a), Beneficiary may elect to retain its rights under the Underlying License Agreement and this Agreement as provided in 11 U.S.C. § 365(n)(1)(B), including the right to:

(a) Retain its rights to the intellectual property (including source code embodied in the Deposit Materials) as such rights existed immediately before the bankruptcy case commenced;

(b) Continue to make all royalty payments due under the Underlying License Agreement for the duration of the license term and any extensions; and

(c) Waive any right to setoff against such royalty payments.

8.3 Escrow Agent Obligations in Bankruptcy

In the event of a Licensor bankruptcy, Escrow Agent shall not deliver the Deposit Materials to the bankruptcy trustee or debtor-in-possession without first providing Beneficiary with reasonable notice and an opportunity to assert its rights under 11 U.S.C. § 365(n).

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9. UCC ARTICLE 9 — SECURITY INTEREST MATTERS

9.1 Licensor Representations

Licensor represents and warrants that, as of the Effective Date:

(a) Licensor has not granted any security interest in the Deposit Materials or the Software Product, except as disclosed in Schedule B;

(b) No financing statement covering the Deposit Materials as "software" (U.C.C. § 9-102(a)(75)) or "general intangibles" (U.C.C. § 9-102(a)(42)) has been filed against Licensor, except as disclosed in Schedule B;

(c) Licensor has full right, title, and authority to deposit the Deposit Materials with Escrow Agent.

9.2 Covenant Regarding Future Liens

Licensor covenants that it shall not grant any security interest in the Deposit Materials or the intellectual property embodied therein without:

(a) Providing prior written notice to Beneficiary; and

(b) Ensuring that any such security interest is expressly subordinate to Beneficiary's rights under this Agreement, or obtaining a written subordination and non-disturbance agreement from the secured party in form reasonably acceptable to Beneficiary.

9.3 Escrow Agent's Neutral Custody

The Parties acknowledge that Escrow Agent holds the Deposit Materials as a neutral custodian and not as an agent of any Party. The deposit of materials with Escrow Agent does not constitute a transfer of ownership or the grant of a security interest in favor of any Party.

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10. ESCROW AGENT DUTIES AND LIMITATIONS

10.1 Scope of Duties

Escrow Agent's duties are limited to those expressly set forth in this Agreement. Escrow Agent shall:

(a) Accept, securely store, and maintain the Deposit Materials;

(b) Provide written confirmation of receipt of deposits;

(c) Process Release Requests in accordance with Section 6;

(d) Maintain the confidentiality of the Deposit Materials in accordance with Section 12;

(e) Coordinate Verification activities in accordance with Section 4.

10.2 No Duty to Inspect

Escrow Agent has no duty to inspect, verify, or evaluate the Deposit Materials unless specifically retained and compensated to perform Verification services under Section 4.

10.3 Reliance on Instructions

Escrow Agent may rely on any notice, instruction, or request it believes in good faith to be genuine and properly authorized. Escrow Agent shall not be liable for acting or failing to act in accordance with instructions from any Party that Escrow Agent reasonably believes to be valid.

10.4 Interpleader

If conflicting demands are made upon Escrow Agent with respect to the Deposit Materials, Escrow Agent may, at its option, (a) withhold action until the conflict is resolved by mutual agreement or judicial determination, or (b) commence an interpleader action and deposit the Deposit Materials with a court of competent jurisdiction, whereupon Escrow Agent shall be released from further liability.

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11. FEES AND PAYMENT

11.1 Fee Schedule

The following fees shall apply, as further detailed in Schedule D:

Fee Type	Amount	Payable By
Initial Setup Fee	$[____]	☐ Licensor ☐ Beneficiary ☐ Split
Annual Storage Fee	$[____]	☐ Licensor ☐ Beneficiary ☐ Split
Deposit Update Fee (per update)	$[____]	☐ Licensor ☐ Beneficiary ☐ Split
Level 1 Verification Fee	$[____]	Per Section 4.2
Level 2 Verification Fee	$[____]	Per Section 4.2
Level 3 Verification Fee	$[____]	Per Section 4.2
Release Processing Fee	$[____]	☐ Licensor ☐ Beneficiary ☐ Split

11.2 Payment Terms

All fees are due within [____] days of invoice. Unpaid fees accrue interest at the lesser of [____]% per month or the maximum rate permitted by applicable law.

11.3 Fee Adjustments

Escrow Agent may adjust fees annually upon [____] days' prior written notice, provided that no increase shall exceed [____]% per year.

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12. CONFIDENTIALITY AND DATA SECURITY

12.1 Confidential Treatment

All Deposit Materials constitute Confidential Information of Licensor. Escrow Agent and Beneficiary (to the extent Beneficiary receives Deposit Materials upon release) shall:

(a) Hold the Deposit Materials in strict confidence;

(b) Not disclose, copy, or distribute the Deposit Materials except as expressly authorized by this Agreement;

(c) Limit access to those employees and contractors with a need to know;

(d) Use at least the same degree of care to protect the Deposit Materials as they use for their own most sensitive confidential information, but in no event less than reasonable care.

12.2 Security Standards

Escrow Agent shall maintain the Deposit Materials in a secure facility with:

(a) Physical access controls and environmental protections;

(b) Encryption of electronic media at rest (AES-256 or equivalent) and in transit;

(c) Intrusion detection and monitoring systems;

(d) Regular backups with geographically separate disaster recovery;

(e) Compliance with industry-standard certifications (e.g., SOC 2 Type II, ISO 27001).

12.3 Breach Notification

Escrow Agent shall notify Licensor and Beneficiary within [____] hours of discovering any unauthorized access, disclosure, or breach affecting the Deposit Materials.

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13. INTELLECTUAL PROPERTY OWNERSHIP

13.1 Ownership

Nothing in this Agreement transfers ownership of any intellectual property. Licensor retains all right, title, and interest in and to the Deposit Materials and the Software Product, including all copyrights, trade secrets, patents, and other intellectual property rights therein.

13.2 Copyright Notice

Pursuant to 17 U.S.C. § 101 et seq., the source code contained in the Deposit Materials constitutes a "literary work" protected by federal copyright law. All copyright notices affixed to the Deposit Materials shall be preserved by Escrow Agent and Beneficiary.

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14. WARRANTIES AND DISCLAIMERS

14.1 Licensor Warranties

Licensor represents and warrants that:

(a) Licensor is the owner or authorized licensor of the Deposit Materials and has full right to deposit them;

(b) The Deposit Materials do not, to Licensor's knowledge, contain any malicious code, virus, or undisclosed backdoor;

(c) The Deposit Materials, when deposited, correspond to the version of the Software Product then in production use;

(d) The Deposit Materials do not infringe any third party's intellectual property rights, to Licensor's knowledge.

14.2 Escrow Agent Disclaimer

ESCROW AGENT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE DEPOSIT MATERIALS, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ESCROW AGENT'S SOLE OBLIGATION IS TO PERFORM ITS DUTIES AS EXPRESSLY SET FORTH IN THIS AGREEMENT.

14.3 Post-Release Disclaimer

UPON RELEASE, THE DEPOSIT MATERIALS ARE PROVIDED "AS IS." NEITHER LICENSOR NOR ESCROW AGENT MAKES ANY REPRESENTATION OR WARRANTY THAT THE DEPOSIT MATERIALS WILL BE SUFFICIENT TO BUILD, DEPLOY, OR MAINTAIN THE SOFTWARE PRODUCT, OR THAT THEY WILL FUNCTION IN ANY PARTICULAR MANNER.

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15. INDEMNIFICATION

15.1 Licensor Indemnification

Licensor shall indemnify, defend, and hold harmless Beneficiary and Escrow Agent from and against any third-party claims arising from: (a) Licensor's breach of its representations under Section 14.1; or (b) infringement of third-party intellectual property rights by the Deposit Materials.

15.2 Beneficiary Indemnification

Beneficiary shall indemnify, defend, and hold harmless Licensor and Escrow Agent from and against any claims arising from Beneficiary's use of the Deposit Materials beyond the scope of the license granted in Section 7.

15.3 Escrow Agent Indemnification

Escrow Agent's indemnification obligations, if any, are limited to claims arising from Escrow Agent's gross negligence or willful misconduct in the performance of its duties under this Agreement.

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16. LIMITATION OF LIABILITY

16.1 Liability Cap — Licensor and Beneficiary

Except for breaches of confidentiality obligations, intellectual property infringement, and indemnification obligations, the aggregate liability of either Licensor or Beneficiary to the other Party under this Agreement shall not exceed the total fees paid or payable under the Underlying License Agreement during the twelve (12) months preceding the event giving rise to the claim.

16.2 Liability Cap — Escrow Agent

Escrow Agent's total aggregate liability under this Agreement shall not exceed the total fees actually paid to Escrow Agent during the twelve (12) months preceding the event giving rise to the claim.

16.3 Exclusion of Consequential Damages

NO PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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17. TERM AND TERMINATION

17.1 Term

This Agreement shall commence on the Effective Date and continue for so long as the Underlying License Agreement remains in effect, unless earlier terminated in accordance with this Section 17.

17.2 Termination Events

This Agreement may be terminated:

(a) By mutual written agreement of all three Parties;

(b) By Beneficiary, upon [____] days' written notice to Licensor and Escrow Agent;

(c) Automatically, upon termination or expiration of the Underlying License Agreement (except that this Agreement shall survive any rejection of the Underlying License Agreement in bankruptcy if Beneficiary elects to retain its rights under 11 U.S.C. § 365(n));

(d) By Escrow Agent, upon [____] days' written notice if fees remain unpaid for more than [____] days after written demand.

17.3 Effect of Termination

Upon termination (other than by valid release):

(a) Escrow Agent shall return the Deposit Materials to Licensor or destroy them, as directed by Licensor, and certify such return or destruction in writing;

(b) All rights of Beneficiary to receive the Deposit Materials shall cease;

(c) Sections 12, 13, 15, 16, and 18 shall survive termination.

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18. GOVERNING LAW AND DISPUTE RESOLUTION

18.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [________________________________], without regard to its conflict-of-laws principles.

18.2 Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

(a) Negotiation. The Parties shall first attempt in good faith to resolve the dispute through direct negotiation for a period of [____] days.

(b) Mediation. If negotiation fails, the Parties shall submit the dispute to non-binding mediation administered by [________________________________].

(c) Arbitration or Litigation. If mediation fails:

☐ Arbitration: The dispute shall be submitted to binding arbitration administered by [________________________________] under its then-current rules, before a single arbitrator, in [________________________________]. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

☐ Litigation: The Parties consent to the exclusive jurisdiction of the state and federal courts located in [________________________________].

18.3 Prevailing Party Attorneys' Fees

The prevailing Party in any arbitration or litigation under this Agreement shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

18.4 Jury Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

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19. GENERAL PROVISIONS

19.1 Notices

All notices under this Agreement shall be in writing and shall be deemed delivered when: (a) delivered personally; (b) sent by confirmed email; (c) one (1) business day after deposit with a nationally recognized overnight courier; or (d) three (3) business days after deposit in the United States mail, certified, return receipt requested, postage prepaid, addressed to the Party at the address set forth above or such other address as a Party may designate by written notice.

19.2 Assignment

Neither Licensor nor Beneficiary may assign this Agreement without the prior written consent of the other Party and Escrow Agent, except in connection with a merger, acquisition, or sale of substantially all of the assigning Party's assets, provided the assignee assumes all obligations under this Agreement.

19.3 Force Majeure

No Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, war, terrorism, pandemics, government actions, or natural disasters, provided the affected Party provides prompt notice and uses commercially reasonable efforts to mitigate the effects.

19.4 Entire Agreement

This Agreement, together with the Underlying License Agreement and all Schedules hereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations.

19.5 Amendments

This Agreement may be amended only by a written instrument signed by all three Parties.

19.6 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

19.7 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.

19.8 Order of Precedence

In the event of any conflict between this Agreement and the Underlying License Agreement, the terms of this Agreement shall control with respect to the deposit, storage, and release of the Deposit Materials, and the Underlying License Agreement shall control with respect to the scope of the license granted to Beneficiary.

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20. SIGNATURE BLOCK

IN WITNESS WHEREOF, the Parties have executed this Source Code Escrow Agreement as of the Effective Date.

LICENSOR:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

BENEFICIARY:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

ESCROW AGENT:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

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21. SCHEDULES

Schedule A — Deposit Materials Inventory

Item No.	Description	Format	Version	Date Deposited	SHA-256 Hash
1	[________________________________]	[____]	[____]	[__/__/____]	[________________________________]
2	[________________________________]	[____]	[____]	[__/__/____]	[________________________________]
3	[________________________________]	[____]	[____]	[__/__/____]	[________________________________]
4	[________________________________]	[____]	[____]	[__/__/____]	[________________________________]
5	[________________________________]	[____]	[____]	[__/__/____]	[________________________________]

Schedule B — Existing Security Interests and Liens

Secured Party	Filing Number	Jurisdiction	Collateral Description	Date Filed
[________________________________]	[________________________________]	[____]	[________________________________]	[__/__/____]

☐ No existing security interests or liens (check if applicable)

Schedule C — Release Request Form

TO: Escrow Agent
FROM: Beneficiary
DATE: [__/__/____]
RE: Release Request under Source Code Escrow Agreement dated [__/__/____]

The undersigned hereby certifies under penalty of perjury that the following Release Condition has occurred:

☐ Insolvency/Bankruptcy (Section 5.1(a))
☐ Cessation of Business (Section 5.1(b))
☐ Material Breach of Support (Section 5.1(c))
☐ Discontinuation of Product (Section 5.1(d))
☐ Service Level Failure (Section 5.1(e))
☐ Other: [________________________________]

Factual Description:
[________________________________]
[________________________________]
[________________________________]

Supporting Evidence Attached: ☐ Yes ☐ No

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

Schedule D — Fee Schedule

Fee Type	Amount	Payment Terms
Initial Setup Fee	$[________________________________]	Due upon execution
Annual Storage Fee	$[________________________________]	Due annually on anniversary
Deposit Update Fee	$[________________________________]	Due upon each update
Level 1 Verification	$[________________________________]	Due upon request
Level 2 Verification	$[________________________________]	Due upon request
Level 3 Verification	$[________________________________]	Due upon request
Release Processing Fee	$[________________________________]	Due upon release

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SOURCES AND REFERENCES

• 11 U.S.C. § 365(n) — Intellectual Property Licenses in Bankruptcy
• 11 U.S.C. § 101(35A) — Definition of Intellectual Property
• U.C.C. Article 9 — Secured Transactions
• 17 U.S.C. § 101 — Copyright Act Definitions
• 18 U.S.C. § 1836 — Defend Trade Secrets Act
• FTC Guide to Antitrust Laws