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SOURCE CODE ESCROW AGREEMENT

State of Alabama

Governed by the Laws of the State of Alabama


AGREEMENT NUMBER: [________________________________]

EFFECTIVE DATE: [__/__/____]


TABLE OF CONTENTS

  1. Parties and Recitals
  2. Definitions
  3. Deposit Materials
  4. Deposit and Update Procedures
  5. Verification and Testing
  6. Release Conditions
  7. Release Procedures
  8. Post-Release License Rights
  9. Fees and Payment
  10. Confidentiality and Security
  11. Trade Secret Protections
  12. Intellectual Property
  13. Warranties and Disclaimers
  14. Indemnification
  15. Limitation of Liability
  16. Term and Termination
  17. Governing Law and Dispute Resolution
  18. Alabama-Specific Provisions
  19. Miscellaneous
  20. Signatures
  21. Schedules

1. PARTIES AND RECITALS

1.1 Parties. This Source Code Escrow Agreement (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and among:

(a) Licensor:

Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________], Alabama [____]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

(b) Beneficiary:

Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

(c) Escrow Agent:

Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

Each may be referred to as a "Party" and collectively as the "Parties."

1.2 Recitals.

WHEREAS, Licensor is the owner and developer of certain proprietary software known as [________________________________] (the "Software") and possesses all rights, title, and interest in the source code and related materials;

WHEREAS, Beneficiary has entered into a separate software license, subscription, or SaaS agreement with Licensor dated [__/__/____] (the "Underlying Agreement");

WHEREAS, Beneficiary desires to ensure continuity of access to the Software in the event Licensor is unable or unwilling to continue support, maintenance, or availability;

WHEREAS, the Parties desire to establish an escrow arrangement for the conditional release of source code and related materials;

WHEREAS, the Escrow Agent has agreed to serve as neutral custodian;

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:


2. DEFINITIONS

2.1 "Affiliate" means any entity controlling, controlled by, or under common control with a Party, where "control" means ownership of more than fifty percent (50%) of voting securities.

2.2 "Build Environment" means the complete specifications for compiling, building, and deploying the Software from the Deposit Materials.

2.3 "Business Day" means any day other than Saturday, Sunday, or days banking institutions in Alabama are authorized to be closed.

2.4 "Confidential Information" means information disclosed in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential, including the Deposit Materials and agreement terms.

2.5 "Deposit Materials" means all source code, object code, build scripts, configuration files, database schemas, API documentation, technical documentation, user manuals, third-party licenses, dependency lists, Build Environment specifications, encryption keys, credentials, test suites, test data, and all other materials deposited pursuant to this Agreement and Schedule B.

2.6 "Force Majeure Event" means events beyond a Party's reasonable control, including acts of God, natural disasters, tornadoes, epidemics, pandemics, war, terrorism, government actions, fire, flood, power failures, or cyberattacks.

2.7 "Insolvency Event" means: (a) voluntary bankruptcy petition; (b) assignment for creditors' benefit; (c) appointment of receiver, trustee, or liquidator; (d) involuntary bankruptcy not dismissed within sixty (60) days; or (e) written admission of inability to pay debts.

2.8 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights.

2.9 "Personal Information" means an individual's first name or initial and last name combined with sensitive identifying information as defined in the Alabama Data Breach Notification Act (Ala. Code § 8-38-2).

2.10 "Release Conditions" means the events in Section 6.

2.11 "Trade Secret" has the meaning in Ala. Code § 8-27-2, being information that derives independent economic value from not being generally known or readily ascertainable and is subject to reasonable secrecy efforts.

2.12 "Underlying Agreement" has the meaning in Recital 1.2.


3. DEPOSIT MATERIALS

3.1 Scope. Licensor shall deposit with the Escrow Agent complete and accurate copies of:

(a) All human-readable source code, including all modules, components, libraries, and subroutines;

(b) All build scripts, makefiles, configuration files, and compilation instructions;

(c) Complete Build Environment specifications;

(d) All third-party components and dependencies with applicable licenses;

(e) All database schemas, data models, migration scripts, and seed data;

(f) All API specifications, interface documentation, and integration documentation;

(g) Complete technical documentation, architecture documents, design specifications, and developer guides;

(h) User manuals, installation guides, and deployment procedures;

(i) All encryption keys, certificates, passwords, and credentials;

(j) All test suites, test scripts, test data, and QA procedures;

(k) A complete inventory list with version numbers and dates; and

(l) Additional materials specified in Schedule B.

3.2 Format. Industry-standard non-proprietary digital formats. Source code in plain text. All media clearly labeled.

3.3 Completeness. Sufficient for a competent developer to compile, build, deploy, test, maintain, and modify the Software without additional Licensor resources.


4. DEPOSIT AND UPDATE PROCEDURES

4.1 Initial Deposit. Within [____] calendar days of the Effective Date, including all materials for the current production version.

4.2 Update Deposits.

(a) Within [____] calendar days following each major release;
(b) Within [____] calendar days following each minor release;
(c) Not less than once every [____] months; and
(d) Within [____] calendar days after material Build Environment or dependency changes.

4.3 Deposit Procedures. Each deposit shall include: (a) Deposit Confirmation Form (Schedule D); (b) written inventory; (c) SHA-256 hash values; (d) authorized certification; and (e) changelog.

4.4 Acknowledgment. Written acknowledgment within five (5) Business Days.

4.5 Rejection. Notification within five (5) Business Days if incomplete or corrupted; Licensor cure within ten (10) Business Days.


5. VERIFICATION AND TESTING

5.1 General. Beneficiary may request Verification at any time at its cost.

5.2 Level 1: Inventory and Inspection. Confirm items, verify readability, validate hashes. Report within fifteen (15) Business Days.

5.3 Level 2: Compilation and Build. Level 1 plus compilation and build attempt. Report within thirty (30) Business Days.

5.4 Level 3: Full Functional Testing. Levels 1 and 2 plus test suite execution and functional testing. Report within forty-five (45) Business Days.

5.5 Deficiency Cure. Licensor shall cure within [____] calendar days. Re-verification costs for Licensor-caused Deficiencies borne by Licensor.

5.6 Verification Costs.

☐ Beneficiary pays all costs
☐ Licensor pays all costs
☐ Costs shared equally
☐ Other: [________________________________]

5.7 Confidentiality. Verification in a secure environment. Third-party consultants shall execute NDAs acceptable to Licensor.


6. RELEASE CONDITIONS

6.1 Release Conditions. The Escrow Agent shall release the Deposit Materials upon:

(a) Insolvency or Bankruptcy. Licensor experiences an Insolvency Event and fails to perform support obligations. Beneficiary's rights are protected under 11 U.S.C. § 365(n).

(b) Cessation of Business. Licensor ceases business with respect to the Software for [____] consecutive calendar days.

(c) Material Breach. Licensor materially breaches support, maintenance, or service obligations, uncured for [____] calendar days after written notice.

(d) Extended Unavailability. For SaaS/hosted Software, unavailability for [____] consecutive calendar days not due to Force Majeure, maintenance, or Beneficiary acts.

(e) Failure to Deposit. Failure to make required deposit continuing [____] calendar days after notice.

(f) Unauthorized Assignment. Assignment in violation of the Underlying Agreement; assignee fails to assume obligations within [____] calendar days.

(g) Mutual Agreement. Written mutual agreement.

6.2 Exclusions. Standing alone, the following are not Release Conditions: change of control where successor assumes obligations; Force Majeure Events where performance resumes; scheduled maintenance; or fee disputes not constituting material breach.


7. RELEASE PROCEDURES

7.1 Release Request. Written request (copy to Licensor), form per Schedule D, including: (a) identification of Release Conditions; (b) factual statement with evidence; (c) sworn declaration; (d) copies of prior notices.

7.2 Notice. Escrow Agent transmits to Licensor within two (2) Business Days.

7.3 Objection. Licensor has [____] Business Days to object. Failure to object is deemed consent.

7.4 Emergency Release. (a) Transmit within one (1) Business Day; (b) five (5) Business Day objection period; (c) release within two (2) Business Days if no objection; (d) expedited arbitration if objection; (e) interim supervised access possible.

7.5 Release. Following consent, objection withdrawal, or favorable resolution, release within five (5) Business Days.

7.6 Disputed Release. Resolution per Section 17 procedures. Escrow Agent holds pending resolution.


8. POST-RELEASE LICENSE RIGHTS

8.1 License Grant. Upon valid release, Beneficiary receives a non-exclusive, non-transferable, royalty-free license to use, copy, compile, execute, maintain, modify, and create derivative works solely for: (a) authorized use under the Underlying Agreement; (b) maintenance for internal business; (c) error correction and security patching; and (d) deployment on Beneficiary's or authorized hosting systems.

8.2 Restrictions. No sublicensing, selling, or distributing; no competing products; no reverse engineering of excluded portions; no removal of proprietary markings.

8.3 Third-Party Components. Beneficiary must comply with third-party licenses.

8.4 Surviving Obligations. Confidentiality obligations continue.

8.5 Permitted Contractors. Contractors permitted under appropriate confidentiality agreements.


9. FEES AND PAYMENT

9.1 Fee Schedule. Per Schedule A:

(a) Initial Deposit Fee: $[________________________________];
(b) Annual Storage Fee: $[________________________________];
(c) Update Deposit Fee: $[________________________________] per deposit;
(d) Verification Fees: Level 1: $[________________________________]; Level 2: $[________________________________]; Level 3: $[________________________________];
(e) Release Fee: $[________________________________].

9.2 Payment Responsibility.

☐ All fees paid by Beneficiary
☐ All fees paid by Licensor
☐ Split: [________________________________]

9.3 Payment Terms. Due within thirty (30) calendar days of invoice, in United States Dollars.

9.4 Late Payment. Overdue payments bear interest at the lesser of (a) one and one-half percent (1.5%) per month, or (b) the maximum rate permitted under Alabama law. Under Ala. Code § 8-8-1, the legal rate of interest on a loan or forbearance is six percent (6%) per annum. Under Ala. Code § 8-8-5, the maximum rate of interest on a written contract is eight percent (8%) per annum, unless otherwise authorized by statute. Contracts providing for interest exceeding the lawful rate are usurious and unenforceable as to the excess interest, pursuant to Ala. Code § 8-8-12. Interest accrues from the date due until paid.

9.5 Fee Adjustments. The Escrow Agent may adjust fees upon sixty (60) days' notice, not exceeding five percent (5%) per annum.

9.6 Taxes. Fees exclude applicable taxes, the paying Party's responsibility.


10. CONFIDENTIALITY AND SECURITY

10.1 Confidentiality. Each Party shall maintain confidentiality using commercially reasonable measures. Obligations survive for five (5) years after termination or as long as Trade Secret status is maintained, whichever is longer.

10.2 Security. The Escrow Agent shall maintain: (a) secure physical storage with restricted access; (b) AES-256 encryption; (c) access controls with audit trails; (d) geographically separate redundant storage; (e) disaster recovery procedures; and (f) annual third-party security audits.

10.3 Data Breach Notification. In the event of unauthorized access to Deposit Materials or Personal Information, the Escrow Agent shall:

(a) Notify Licensor and Beneficiary within forty-eight (48) hours of discovery;

(b) Cooperate in investigation and mitigation;

(c) Comply with the Alabama Data Breach Notification Act of 2018 (Ala. Code §§ 8-38-1 to 8-38-12), which requires notification to affected Alabama residents as expeditiously as possible and without unreasonable delay, but no later than forty-five (45) days from the date of the determination that a breach has or is reasonably likely to have occurred;

(d) If the breach affects more than one thousand (1,000) individuals, notify the Alabama Attorney General pursuant to Ala. Code § 8-38-6; and

(e) Take all commercially reasonable steps to prevent recurrence.

10.4 Alabama Data Breach Law. The Parties acknowledge that the Alabama Data Breach Notification Act of 2018 imposes specific requirements including good faith investigation within forty-five (45) days of discovery, individual notice, and potential notification to consumer reporting agencies.


11. TRADE SECRET PROTECTIONS

11.1 Acknowledgment. The Deposit Materials may contain Trade Secrets under the Alabama Trade Secrets Act (Ala. Code §§ 8-27-1 to 8-27-6). Under Ala. Code § 8-27-2, a trade secret is information that derives independent economic value from not being generally known to or readily ascertainable by other persons and is the subject of reasonable efforts to maintain its secrecy.

11.2 Reasonable Measures. The escrow arrangement and confidentiality provisions constitute reasonable measures. Access strictly limited; all persons with access bound by confidentiality obligations.

11.3 Injunctive Relief. Under Ala. Code § 8-27-4, actual or threatened misappropriation may be enjoined. The aggrieved Party may seek temporary restraining orders, preliminary injunctions, and permanent injunctions without posting a bond to the maximum extent permitted by law.

11.4 Damages. Under Ala. Code § 8-27-4, a Party may recover actual loss and unjust enrichment. If willful and malicious misappropriation exists, exemplary damages not exceeding twice any compensatory award may be granted. Reasonable attorney's fees may also be awarded.

11.5 Statute of Limitations. Under Ala. Code § 8-27-5, an action for misappropriation must be brought within two (2) years after the misappropriation is discovered or by reasonable diligence should have been discovered.

11.6 Preservation. The Parties shall seek protective orders in judicial and arbitral proceedings.

11.7 Federal Protections. The Deposit Materials may also be protected under the Defend Trade Secrets Act (18 U.S.C. §§ 1836-1839). Remedies are cumulative.

11.8 Whistleblower Immunity. Per 18 U.S.C. § 1833(b), individuals are not liable for confidential trade secret disclosures to government officials or attorneys for reporting suspected legal violations, or in sealed court filings.


12. INTELLECTUAL PROPERTY

12.1 Ownership. Licensor retains all rights. Nothing transfers ownership.

12.2 No Implied Licenses. No license implied except as expressly stated.

12.3 Escrow Agent's Rights. Custodian only; no ownership or license.

12.4 Infringement Notice. Prompt notification; Licensor has first right to enforce.


13. WARRANTIES AND DISCLAIMERS

13.1 Licensor's Warranties. Licensor warrants: (a) ownership or necessary rights; (b) no known infringement; (c) no intentional malware; (d) completeness and accuracy; (e) authority; and (f) no conflicts.

13.2 Escrow Agent's Warranties. Authority, reasonable care, and adequate insurance.

13.3 Beneficiary's Warranties. Authority to enter this Agreement.

13.4 DISCLAIMER. EXCEPT AS IN SECTION 13.2, THE ESCROW AGENT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS, AND NON-INFRINGEMENT.

13.5 RELEASE DISCLAIMER. UPON RELEASE, DEPOSIT MATERIALS ARE "AS IS" AND "WHERE IS."


14. INDEMNIFICATION

14.1 Licensor. Indemnifies Beneficiary and Escrow Agent against (a) IP infringement, (b) warranty breach, and (c) negligence or willful misconduct.

14.2 Beneficiary. Indemnifies Licensor and Escrow Agent against (a) unauthorized use, (b) warranty breach, and (c) negligence or willful misconduct.

14.3 Escrow Agent. Indemnifies against gross negligence or willful misconduct.

14.4 Procedures. Prompt notice, sole control, reasonable cooperation, no settlement imposing obligations without consent.


15. LIMITATION OF LIABILITY

15.1 Consequential Damages. EXCEPT FOR INDEMNIFICATION, CONFIDENTIALITY BREACHES, OR TRADE SECRET MISAPPROPRIATION, NO PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES.

15.2 Cap.

(a) Escrow Agent: total fees paid during the preceding twelve (12) months;
(b) Licensor: $[________________________________]; and
(c) Beneficiary: $[________________________________].

15.3 Essential Purpose. Limitations apply even if a remedy fails of its essential purpose.

15.4 Alabama Enforceability. Limitation of liability clauses are generally enforceable under Alabama law in commercial contracts between sophisticated parties.


16. TERM AND TERMINATION

16.1 Term. Commences on the Effective Date and continues until: (a) expiration of the Underlying Agreement; (b) mutual agreement; (c) termination upon [____] days' notice; or (d) expiration of the initial term of [________________________________].

16.2 Renewal. Automatic one (1) year renewals unless sixty (60) days' notice.

16.3 Escrow Agent Termination. Upon ninety (90) days' notice for sixty (60) day nonpayment or cessation of services.

16.4 Effect. If no release, return and destruction within thirty (30) days. If released, Section 8 rights survive. Sections 2, 8, 10, 11, 12, 13, 14, 15, 17, and 18 survive.


17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law. This Agreement shall be governed by Alabama law without conflict of laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

17.2 Venue. Exclusive jurisdiction in state and federal courts in:

☐ Montgomery County, Alabama
☐ Jefferson County (Birmingham), Alabama
☐ Other: [________________________________]

17.3 JURY WAIVER. TO THE FULLEST EXTENT PERMITTED BY ALABAMA LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY'S AGREEMENT TO ENTER THIS AGREEMENT. EACH PARTY HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THE MEANING AND EFFECT OF THIS WAIVER. EACH PARTY CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THIS WAIVER IN THE EVENT OF LITIGATION.

17.4 Mediation. Prior to litigation or arbitration, the Parties shall attempt mediation administered by AAA or JAMS in [________________________________], Alabama. Costs shared equally. Duration not to exceed thirty (30) calendar days.

17.5 Arbitration. If mediation fails within thirty (30) days, either Party may elect binding arbitration under AAA Commercial Arbitration Rules, conducted by a single arbitrator experienced in technology and IP in [________________________________], Alabama. The award shall be final and binding and may be entered as a judgment.

17.6 Injunctive Relief. Any Party may seek injunctive or equitable relief in any court to protect IP Rights, Trade Secrets, or Confidential Information without first resorting to mediation or arbitration.

17.7 Attorney's Fees. The prevailing party may recover reasonable attorney's fees and costs. Alabama generally follows the "American Rule" absent contractual or statutory authorization; this provision constitutes the contractual authorization.


18. ALABAMA-SPECIFIC PROVISIONS

18.1 Alabama UETA. This Agreement may be executed electronically pursuant to the Alabama Uniform Electronic Transactions Act (Ala. Code §§ 8-1A-1 to 8-1A-20). Electronic signatures have the same effect as original signatures.

18.2 Alabama Data Breach Notification Act of 2018. The Parties shall comply with Ala. Code §§ 8-38-1 to 8-38-12. Key requirements include: (a) good faith investigation within forty-five (45) days of discovery; (b) individual notice as expeditiously as possible; (c) notice to the Alabama Attorney General if more than 1,000 individuals affected; (d) notice to consumer reporting agencies if more than 1,000 individuals affected. Violations may result in penalties under the Alabama Deceptive Trade Practices Act.

18.3 Alabama Deceptive Trade Practices Act. The Parties acknowledge the Alabama Deceptive Trade Practices Act (Ala. Code §§ 8-19-1 to 8-19-15). Nothing in this Agreement authorizes deceptive practices.

18.4 Statute of Limitations. The Parties acknowledge:

(a) Written contract breach: six (6) years, pursuant to Ala. Code § 6-2-34;

(b) Trade secret misappropriation: two (2) years from discovery, pursuant to Ala. Code § 8-27-5; and

(c) Fraud: two (2) years from discovery, pursuant to Ala. Code § 6-2-3.

18.5 Bankruptcy Protections. The Deposit Materials constitute "intellectual property" under 11 U.S.C. § 101(35A), and Beneficiary's rights are protected under 11 U.S.C. § 365(n).

18.6 Alabama Arbitration Act. Arbitration provisions are enforceable under the Alabama Arbitration Act (Ala. Code §§ 6-6-1 to 6-6-16) and the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

18.7 Alabama Computer Crime Act. Unauthorized access to, alteration of, or destruction of computer data may violate the Alabama Computer Crime Act (Ala. Code §§ 13A-8-100 to 13A-8-103). The Parties acknowledge that criminal penalties and civil remedies may apply.


19. MISCELLANEOUS

19.1 Notices. Written delivery by personal service, overnight courier, certified mail, or email with confirmation.

19.2 Entire Agreement. This Agreement and the Underlying Agreement constitute the entire agreement on escrow matters. This Agreement controls on escrow conflicts.

19.3 Amendments. Written, signed by all Parties.

19.4 Assignment. No assignment without consent, except to Affiliates or merger/acquisition successors assuming all obligations. Unauthorized assignment is void.

19.5 Force Majeure. No liability for delay from Force Majeure (excluding payments). Prompt notice, mitigation, and resumption required. Termination right after ninety (90) days.

19.6 Severability. Invalid provisions modified to minimum extent.

19.7 Counterparts. May be executed in counterparts.

19.8 No Third-Party Beneficiaries.

19.9 Independent Contractor. The Escrow Agent is an independent contractor.

19.10 Construction. No presumption against drafter. "Including" means "including without limitation."


20. SIGNATURES

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

LICENSOR

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Entity Name: [________________________________]

BENEFICIARY

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Entity Name: [________________________________]

ESCROW AGENT

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Entity Name: [________________________________]


21. SCHEDULES

SCHEDULE A: FEE SCHEDULE

Fee Category Amount Frequency Responsible Party
Initial Deposit Fee $[________] One-time ☐ Licensor ☐ Beneficiary
Annual Storage Fee $[________] Annual ☐ Licensor ☐ Beneficiary
Update Deposit Fee $[________] Per deposit ☐ Licensor ☐ Beneficiary
Level 1 Verification $[________] Per verification ☐ Licensor ☐ Beneficiary
Level 2 Verification $[________] Per verification ☐ Licensor ☐ Beneficiary
Level 3 Verification $[________] Per verification ☐ Licensor ☐ Beneficiary
Release Fee $[________] Per release ☐ Licensor ☐ Beneficiary
Emergency Release Fee $[________] Per release ☐ Licensor ☐ Beneficiary

SCHEDULE B: DEPOSIT MATERIALS INVENTORY

Item No. Description Format Version Date
1 [________________________________] [________] [________] [__/__/____]
2 [________________________________] [________] [________] [__/__/____]
3 [________________________________] [________] [________] [__/__/____]
4 [________________________________] [________] [________] [__/__/____]
5 [________________________________] [________] [________] [__/__/____]

SCHEDULE C: VERIFICATION LEVELS AND PROCEDURES

Level 1: Inventory and Inspection — Confirm receipt, verify integrity, validate hashes. Timeframe: [____] Business Days.

Level 2: Compilation and Build — All Level 1 plus compile and build. Timeframe: [____] Business Days.

Level 3: Full Functional Testing — All Level 1 and 2 plus tests and functional testing. Timeframe: [____] Business Days.

SCHEDULE D: RELEASE REQUEST FORM AND OBJECTION PROCEDURE

RELEASE REQUEST FORM

Date: [__/__/____]
To: [________________________________] (Escrow Agent)
From: [________________________________] (Beneficiary)
Re: Release Request — Agreement No. [________________________________]

Release Condition(s):

☐ Section 6.1(a): Insolvency or Bankruptcy
☐ Section 6.1(b): Cessation of Business
☐ Section 6.1(c): Material Breach
☐ Section 6.1(d): Extended Unavailability
☐ Section 6.1(e): Failure to Deposit
☐ Section 6.1(f): Unauthorized Assignment
☐ Section 6.1(g): Mutual Agreement

Factual Basis: [________________________________]

Supporting Documentation:

☐ Written notices to Licensor
☐ Cure period evidence
☐ Court filings or public records
☐ Service level reports
☐ Other: [________________________________]

Emergency Release: ☐ Yes ☐ No

Declaration: I declare under penalty of perjury under Alabama law that the foregoing is true and correct.

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


This template is for informational purposes only and does not constitute legal advice. Review by a qualified Alabama attorney is required.

Alabama Jurisdiction — Last Updated: 2026-02-27

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SOURCE CODE ESCROW AGREEMENT

STATE OF ALABAMA


Effective Date: [DATE]
Party A: [PARTY A NAME]
Address: [PARTY A ADDRESS]
Party B: [PARTY B NAME]
Address: [PARTY B ADDRESS]
Governing Law: [GOVERNING STATE]

This document is entered into by and between [PARTY A NAME] and [PARTY B NAME], effective as of the date set forth above, subject to the terms and conditions outlined herein and the laws of [GOVERNING STATE].
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