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SOURCE CODE ESCROW AGREEMENT

State of Arkansas

Tri-Party Technology Escrow Agreement


AGREEMENT NUMBER: [________________________________]

EFFECTIVE DATE: [__/__/____]

This Source Code Escrow Agreement (this "Agreement") is entered into as of the Effective Date set forth above by and among the following three parties:


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. Arkansas-Specific Provisions
  19. Miscellaneous
  20. Signatures
  21. Schedules

1. PARTIES AND RECITALS

1.1 Parties

LICENSOR (Depositor):

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

BENEFICIARY (Licensee):

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

ESCROW AGENT:

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

1.2 Recitals

WHEREAS, Licensor has developed, owns, and maintains certain proprietary software known as [________________________________] (the "Product"), including the underlying source code, documentation, and related materials;

WHEREAS, Licensor and Beneficiary have entered into that certain [Software License Agreement / SaaS Subscription Agreement / Master Services Agreement] dated [__/__/____] (the "Underlying Agreement"), pursuant to which Licensor has granted Beneficiary certain rights to use the Product;

WHEREAS, Beneficiary desires to ensure continuity of access to and use of the Product in the event that Licensor is unable or unwilling to continue to support, maintain, or make the Product available;

WHEREAS, Licensor is willing to deposit the source code and related materials with a neutral third-party escrow agent;

WHEREAS, Escrow Agent is in the business of providing technology escrow services and is willing to accept, hold, and manage the Deposit Materials;

WHEREAS, the parties intend for this Agreement to be governed by the laws of the State of Arkansas and acknowledge that the Deposit Materials may constitute trade secrets under the Arkansas Trade Secrets Act (Ark. Code Ann. §§ 4-75-601 to 4-75-607); and

WHEREAS, the parties desire to set forth the terms and conditions upon which the Deposit Materials will be held and, if applicable, released to Beneficiary.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the parties agree as follows:


2. DEFINITIONS

2.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

2.2 "Build Environment" means the hardware, software, operating systems, compilers, interpreters, libraries, and other tools necessary to compile, build, and deploy the Product from the Source Code.

2.3 "Confidential Information" means all information disclosed under this Agreement designated as confidential or reasonably understood to be confidential, including the Deposit Materials and each party's business and technical information.

2.4 "Cure Period" means the time allowed for Licensor to cure a default that would otherwise constitute a Release Event.

2.5 "Deposit Materials" means, collectively, the Source Code, Documentation, Build Environment specifications, Third-Party Components, and all other materials described in Section 3 and Schedule B.

2.6 "Documentation" means all technical documentation, architecture diagrams, database schemas, API specifications, user manuals, installation instructions, configuration guides, and related written materials necessary for a competent professional to understand, compile, deploy, maintain, and modify the Source Code.

2.7 "Effective Date" means the date set forth in the preamble.

2.8 "Force Majeure Event" means events beyond reasonable control, including acts of God, war, terrorism, pandemic, natural disasters, government action, labor disputes, power failure, or cyberattack, but excluding financial inability.

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

2.10 "Product" means the software application known as [________________________________], including all versions, updates, and modifications subject to the Underlying Agreement.

2.11 "Release Conditions" and "Release Event" mean the conditions and events described in Section 6.

2.12 "Release Request" means a written request from Beneficiary for release of the Deposit Materials pursuant to Section 7.

2.13 "SaaS Service" means, if applicable, the hosted or cloud-based version of the Product.

2.14 "Source Code" means the human-readable form of the software constituting the Product.

2.15 "Third-Party Components" means third-party software incorporated into or required for the Product.

2.16 "Underlying Agreement" means the agreement between Licensor and Beneficiary referenced in Section 1.2.

2.17 "Verification" means the inspection, testing, or audit of Deposit Materials pursuant to Section 5.


3. DEPOSIT MATERIALS

3.1 Scope

Licensor shall deposit with Escrow Agent: (a) complete Source Code; (b) all build scripts, configuration files, and Build Environment specifications; (c) Third-Party Components with license agreements; (d) complete Documentation; (e) database schemas, migration scripts, and seed data; (f) automated test suites and testing frameworks; (g) deployment scripts and containerization files; and (h) version control repository export.

3.2 Format

All materials shall be in industry-standard, machine-readable formats. Source Code in plain text with original directory structure. Documentation in PDF, HTML, or Markdown. All materials free of malware and malicious code.

3.3 Inventory

Each deposit accompanied by a written inventory per Schedule B, with version number, date, file names, sizes, and SHA-256 hash values.


4. DEPOSIT AND UPDATE PROCEDURES

4.1 Initial Deposit

Within [____] calendar days after the Effective Date, reflecting the current production version.

4.2 Update Deposits

(a) No less frequently than [quarterly / semi-annually / annually], and within [____] days of each major or minor release.

(b) Within [____] days following material changes to functionality, architecture, or dependencies.

(c) Each Update Deposit shall include complete, current Deposit Materials.

4.3 Procedures

Licensor transmits via secure method designated by Escrow Agent. Escrow Agent performs intake review, confirms receipt within [____] business days, and notifies of discrepancies for Licensor to cure within [____] business days.

4.4 Certification

With each deposit, Licensor certifies completeness, accuracy, sufficiency, legal authority, and absence of malicious code per Schedule B.


5. VERIFICATION AND TESTING

5.1 Rights

Beneficiary may request Verification at its expense, no more than [once / twice] per year unless justified.

5.2 Levels

(a) Level 1 — Inventory. File presence, sizes, hash values, integrity. Timeframe: [____] business days.

(b) Level 2 — Compilation. Level 1 plus Build Environment review, compilation attempt, executable production. Timeframe: [____] business days.

(c) Level 3 — Full Functional. Levels 1-2 plus deployment, test execution, functional verification. Timeframe: [____] business days.

5.3 Procedures

Written request from Beneficiary specifying level. Copy to Licensor within [____] business days. Licensor cooperates. Report provided to both parties.

5.4 Remediation

Deficiencies cured within [____] business days. Failure to cure is relevant to Release Conditions. Supplemental Verification at Licensor's expense.

5.5 Confidentiality

Verification personnel execute confidentiality agreements. Secure environment. No retained copies except by Escrow Agent.


6. RELEASE CONDITIONS

6.1 Release Events

(a) Bankruptcy or Insolvency. Voluntary or involuntary petition (not dismissed within 60 days); general assignment for creditors; receiver appointment (not discharged within 60 days); adjudication of bankruptcy; or written admission of inability to pay debts.

(b) Cessation of Business. Cease ordinary operations; cease Product development/support without suitable successor; or dissolution/liquidation.

(c) Material Breach. Uncured material breach of support/maintenance for [____] days after notice; or failure to provide critical security patches.

(d) SaaS Unavailability. Continuous unavailability for [____] days (excluding Force Majeure and scheduled maintenance); failure of service levels for [____] consecutive months; or discontinuation without transition assistance.

(e) Deposit Failures. Failure to make required deposits uncured for [____] days after notice.

(f) Escrow Breach. Material breach of this Agreement uncured for [____] days after notice.

6.2 Exclusions

Change of control with assumption of obligations; Force Majeure interruptions; scheduled maintenance; natural expiration; fee disputes with continued performance.

6.3 Section 365(n) Protections

License rights constitute "intellectual property" under 11 U.S.C. § 101(35A). Beneficiary may elect to retain rights under 11 U.S.C. § 365(n) in Licensor's bankruptcy.


7. RELEASE PROCEDURES

7.1 Request

Written Release Request per Schedule D with description, dates, sworn affidavit, supporting documentation, and certification of compliance. Copy to Licensor within [____] business days.

7.2 Response

Licensor has [____] business days to object or consent. No response deemed consent.

7.3 Objection

If objection, no release except by joint instruction, court order, or arbitration award. Good-faith negotiation for [____] business days, then Section 17 dispute resolution.

7.4 Emergency Release

Interim read-only access upon demonstration of emergency, subject to supplemental confidentiality and Licensor notification. Materials returned if request denied.

7.5 Delivery

Complete copies within [____] business days via secure method per Schedule A.


8. POST-RELEASE LICENSE RIGHTS

8.1 License Grant

Upon valid release, non-exclusive, non-transferable, irrevocable, royalty-free license to use, reproduce, compile, build, deploy, operate, maintain, modify, and create derivative works solely for continuing use of the Product as permitted under the Underlying Agreement.

8.2 Restrictions

No competitive use; no distribution or sublicensing (except Section 8.3); no reverse engineering of unreleased portions; compliance with usage limits and Third-Party Component licenses.

8.3 Sublicense to Contractors

Permitted with confidentiality agreements, Beneficiary responsibility, and no retained copies.

8.4 Post-Release Obligations

Maintain confidentiality, records, security measures, and notify of unauthorized access.

8.5 Duration

Continues for the period Beneficiary would have used the Product under the Underlying Agreement.


9. FEES AND PAYMENT

9.1 Fee Schedule

Per Schedule A: Setup Fee, Annual Storage Fee, Deposit Processing Fee, Verification Fees, Release Processing Fee, and Additional Services Fees.

9.2 Payment Responsibility

Setup and Storage by [Licensor / Beneficiary / shared]; Deposit Processing by Licensor; Verification by Beneficiary (supplemental at Licensor's cost); Release Processing by Beneficiary.

9.3 Payment Terms

(a) Within [____] days of invoice.

(b) Late payments bear interest at one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), or the maximum rate permitted under Arkansas law, whichever is less. Pursuant to Ark. Code Ann. § 4-57-104, the maximum lawful rate of interest on contracts not otherwise specified shall not exceed seventeen percent (17%) per annum. The default rate where no rate is specified is six percent (6%) per annum under Ark. Code Ann. § 4-57-101.

(c) The parties acknowledge the specified rate does not exceed the Arkansas maximum and is a lawful contractual rate.

(d) Escrow Agent has a lien on Deposit Materials for unpaid fees, not impeding valid release except for Beneficiary fees more than [____] days past due.

9.4 Fee Adjustments

Annual increases upon [____] days' notice, not exceeding [____] percent without consent.


10. CONFIDENTIALITY AND SECURITY

10.1 Obligations

Strict confidence, use solely for Agreement purposes, reasonable degree of care, access limited to those with need-to-know bound by equivalent obligations.

10.2 Exceptions

Publicly available; public through no fault of receiver; previously in possession; from authorized third party; independently developed.

10.3 Permitted Disclosures

Required by law or court order, with prompt notice, cooperation for protective treatment, and minimum disclosure.

10.4 Escrow Agent Security

Physical security with access controls; AES-256 encryption at rest, TLS 1.2+ in transit; multi-factor authentication; audit logging for [____] years; geographically redundant storage; annual security assessments; SOC 2 Type II compliance.

10.5 Data Breach Notification

(a) Escrow Agent shall notify Licensor and Beneficiary without unreasonable delay upon discovery of a security breach.

(b) Pursuant to the Arkansas Personal Information Protection Act (Ark. Code Ann. § 4-110-105), Escrow Agent shall disclose any breach of system security to affected Arkansas residents in the most expedient time and manner possible without unreasonable delay. The notification shall be consistent with the legitimate needs of law enforcement and consistent with any measures necessary to determine the scope of the breach and to restore the reasonable integrity of the data system.

(c) Escrow Agent shall cooperate in investigating and mitigating any breach.


11. TRADE SECRET PROTECTIONS

11.1 Acknowledgment

The Deposit Materials may constitute trade secrets under the Arkansas Trade Secrets Act (Ark. Code Ann. §§ 4-75-601 to 4-75-607) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.).

11.2 Definition Under Arkansas Law

Under Ark. Code Ann. § 4-75-601, a "trade secret" means information, including a formula, pattern, compilation, program, device, method, technique, or process, that derives independent economic value from not being generally known to and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, and is the subject of efforts reasonable under the circumstances to maintain its secrecy.

11.3 Reasonable Measures

Each party shall mark materials with confidentiality legends, limit access, implement security measures, investigate unauthorized access, and maintain access records.

11.4 Injunctive Relief

Actual or threatened misappropriation may be enjoined pursuant to Ark. Code Ann. § 4-75-604. Monetary damages may be inadequate; injunctive relief is appropriate.

11.5 Damages

Recovery of actual damages including unjust enrichment, or a reasonable royalty. Exemplary damages up to twice the awarded amount if willful and malicious, per Ark. Code Ann. § 4-75-604.

11.6 Attorney's Fees

The court may award reasonable attorney's fees if willful and malicious misappropriation exists or a claim is made in bad faith, per Ark. Code Ann. § 4-75-605.

11.7 Statute of Limitations

Three (3) years from discovery or when the misappropriation should have been discovered, per Ark. Code Ann. § 4-75-606.

11.8 Federal DTSA Notice

Per 18 U.S.C. § 1833(b), individuals are not liable for disclosures made in confidence to government officials or attorneys for reporting suspected violations of law, or in sealed court filings.


12. INTELLECTUAL PROPERTY

12.1 Ownership

Licensor retains all rights. No transfer by this Agreement. Post-release modifications by Beneficiary are owned by Beneficiary, subject to Licensor's underlying rights.

12.2 No Implied Licenses

No license by implication, estoppel, or otherwise except as expressly granted.

12.3 Third-Party IP

Licensor has obtained necessary licenses and shall provide copies to Beneficiary.

12.4 Open Source

Licensor shall identify all open source components and applicable licenses, and disclose any copyleft obligations.


13. WARRANTIES AND DISCLAIMERS

13.1 Licensor Warranties

Authority, no conflicts, completeness and accuracy of materials, no malicious code, valid IP rights, non-infringement, and reasonable trade secret measures.

13.2 Beneficiary Warranties

Authority, permitted use, and confidentiality maintenance.

13.3 Escrow Agent Warranties

Authority, reasonable care per industry standards, and maintained security.

13.4 Disclaimer

EXCEPT FOR EXPRESS WARRANTIES, DEPOSIT MATERIALS ARE "AS IS" UPON RELEASE. ALL IMPLIED WARRANTIES DISCLAIMED, INCLUDING MERCHANTABILITY, FITNESS, AND NON-INFRINGEMENT. ESCROW AGENT MAKES NO WARRANTY REGARDING COMPLETENESS OR FUNCTIONALITY.


14. INDEMNIFICATION

14.1 By Licensor

Defend and hold harmless Beneficiary and Escrow Agent from IP infringement claims, warranty breaches, malicious code, and failure to obtain third-party licenses.

14.2 By Beneficiary

Defend and hold harmless Licensor and Escrow Agent from misuse claims, modification claims, warranty breaches, and confidentiality failures.

14.3 By Escrow Agent

Defend and hold harmless from gross negligence, willful misconduct, and material security breaches.

14.4 Procedures

Prompt notice, sole control of defense (with consent for adverse settlements), and reasonable cooperation at Indemnifying Party's expense.


15. LIMITATION OF LIABILITY

15.1 Consequential Damages

EXCEPT FOR CONFIDENTIALITY BREACHES, INDEMNIFICATION, TRADE SECRET MISAPPROPRIATION, AND WILLFUL MISCONDUCT, NO PARTY LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES.

15.2 Cap

Licensor/Beneficiary: greater of fees under this Agreement or the Underlying Agreement in the preceding 12 months. Escrow Agent: fees paid to Escrow Agent in the preceding 12 months.

15.3 Exceptions

Willful misconduct, fraud, gross negligence, trade secret misappropriation, IP infringement, unauthorized release.

15.4 Essential Basis

LIMITATIONS ARE ESSENTIAL TO THE BARGAIN AND APPLY NOTWITHSTANDING FAILURE OF ANY REMEDY'S ESSENTIAL PURPOSE.


16. TERM AND TERMINATION

16.1 Term

Initial term of [____] year(s), auto-renewing for [____]-year terms unless [____] days' notice of non-renewal.

16.2 Coterminous Option

☐ If checked, coterminous with the Underlying Agreement.

16.3 Termination for Cause

Upon [____] days' notice of material uncured breach. Automatic upon mutual agreement, Underlying Agreement termination (if coterminous), or Escrow Agent cessation of services.

16.4 Escrow Agent Resignation

Upon [____] days' notice. Cooperate in transfer to successor or return to Licensor.

16.5 Effect

Return, transfer, or destroy materials as directed by Licensor. Post-release rights survive. Confidential Information returned or destroyed.

16.6 Survival

Sections 2, 8 (if release occurred), 10, 11, 12, 13 (as applicable), 14, 15, 17, and 19 survive.


17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law

Laws of the State of Arkansas, without conflict of laws principles. UN Convention on Contracts for the International Sale of Goods does not apply.

17.2 Venue

Exclusive jurisdiction in state and federal courts in Pulaski County (Little Rock), Arkansas. Each party waives objections to venue and inconvenient forum.

17.3 Jury Waiver

TO THE FULLEST EXTENT PERMITTED BY ARKANSAS LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. THIS WAIVER IS A MATERIAL INDUCEMENT. EACH PARTY HAS HAD THE OPPORTUNITY TO CONSULT COUNSEL AND UNDERSTANDS THIS WAIVER.

Initials: Licensor: [____] Beneficiary: [____] Escrow Agent: [____]

17.4 Arbitration (Optional)

☐ If checked, disputes not resolved through negotiation within [____] days shall be submitted to binding arbitration by [AAA / JAMS] in [________________________________], Arkansas, applying Arkansas substantive law. The award is final, binding, and enforceable.

17.5 Injunctive Relief

Any party may seek equitable relief from any court of competent jurisdiction to protect IP rights, trade secrets, or Confidential Information.

17.6 Prevailing Party Fees

The prevailing party may recover reasonable attorney's fees, expert fees, and costs.


18. ARKANSAS-SPECIFIC PROVISIONS

18.1 Electronic Signatures

This Agreement may be executed electronically per the Arkansas UETA (Ark. Code Ann. §§ 25-32-101 to 25-32-120) and the federal E-SIGN Act. Electronic signatures are legally binding.

18.2 Arkansas Deceptive Trade Practices Act

The parties acknowledge that the Arkansas Deceptive Trade Practices Act (Ark. Code Ann. §§ 4-88-101 et seq.) may apply. Nothing in this Agreement waives non-waivable rights under that Act.

18.3 Interest Rate Compliance

The parties acknowledge that pursuant to Ark. Code Ann. § 4-57-104, the maximum lawful rate of interest on contracts not otherwise specified shall not exceed seventeen percent (17%) per annum. The default rate where no rate is specified is six percent (6%) per annum (Ark. Code Ann. § 4-57-101). All interest provisions in this Agreement comply with Arkansas usury law, and any provision resulting in a rate exceeding the maximum shall be automatically reduced to the maximum lawful rate.

18.4 Statute of Limitations

(a) Written contracts: five (5) years from breach (Ark. Code Ann. § 16-56-111).

(b) Trade secret misappropriation: three (3) years from discovery (Ark. Code Ann. § 4-75-606).

18.5 Arkansas UCC Applicability

To the extent applicable, specific terms of this Agreement control over conflicting UCC provisions to the extent permitted by law.

18.6 Bankruptcy Protections

Beneficiary's rights protected under 11 U.S.C. § 365(n).

18.7 Arkansas Data Privacy

The parties shall comply with all applicable Arkansas data privacy and security laws, including the Arkansas Personal Information Protection Act (Ark. Code Ann. §§ 4-110-101 et seq.) and the Arkansas Computer Crimes Act.

18.8 Forum Selection Enforceability

The parties acknowledge that Arkansas courts enforce forum selection clauses in commercial contracts when freely negotiated.


19. MISCELLANEOUS

19.1 Notices

Written notices deemed given when delivered by hand, received by overnight courier, sent by email during business hours (next business day if after hours), or on the third business day after certified mailing. Sent to addresses in Section 1.1.

19.2 Entire Agreement

This Agreement, Schedules, and the Underlying Agreement constitute the entire agreement.

19.3 Order of Precedence

This Agreement controls escrow matters; the Underlying Agreement controls other matters.

19.4 Amendments

Written instrument signed by all three parties. No oral waivers.

19.5 Assignment

No assignment without consent except in M&A with assumption of obligations. Void assignments.

19.6 Force Majeure

No liability for Force Majeure delays with prompt notice, mitigation, and resumption.

19.7 Severability

Invalid provisions modified minimally or severed; remainder continues.

19.8 Waiver

Failure to enforce is not a waiver. Written waivers only.

19.9 Counterparts

Multiple counterparts, each original. Electronic delivery effective.

19.10 Independent Contractors

No partnership, joint venture, agency, or employment.

19.11 No Third-Party Beneficiaries

Benefits only the parties and permitted successors.

19.12 Construction

No presumption against drafter. Headings for reference only.


20. SIGNATURES

IN WITNESS WHEREOF, the parties have executed this 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: [__/__/____]


21. SCHEDULES

SCHEDULE A — FEE SCHEDULE

Service Fee Paid By
Initial Setup Fee $[________________________________] [________________________________]
Annual Escrow Storage Fee $[________________________________] [________________________________]
Deposit Processing Fee $[________________________________] [________________________________]
Level 1 Verification $[________________________________] [________________________________]
Level 2 Verification $[________________________________] [________________________________]
Level 3 Verification $[________________________________] [________________________________]
Release Processing Fee $[________________________________] [________________________________]
Emergency Release Fee $[________________________________] [________________________________]

Payment Terms: Net [____] days. Late Payment Rate: [____]% per month (max 17% per annum per Ark. Code Ann. § 4-57-104).


SCHEDULE B — DEPOSIT MATERIALS INVENTORY

Deposit Date: [__/__/____] Product: [________________________________] Version: [________________________________]

Item Description File Name Format Size SHA-256 Hash
1 [________________________________] [________________________________] [________________________________] [________________________________] [________________________________]
2 [________________________________] [________________________________] [________________________________] [________________________________] [________________________________]
3 [________________________________] [________________________________] [________________________________] [________________________________] [________________________________]

Certification: I certify completeness, accuracy, sufficiency, authority, and absence of malicious code.

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


SCHEDULE C — VERIFICATION PROCEDURES

Level 1: ☐ File presence ☐ Sizes/hashes ☐ Integrity

Level 2: ☐ All Level 1 ☐ Build Environment review ☐ Compilation attempt ☐ Executable verification ☐ Third-party compliance

Level 3: ☐ All Level 1-2 ☐ Test deployment ☐ Test suite execution ☐ Functional verification ☐ Database initialization ☐ API testing ☐ Deployment scripts


SCHEDULE D — RELEASE REQUEST AND OBJECTION FORMS

RELEASE REQUEST

Date: [__/__/____] To: [________________________________] From: [________________________________]

Agreement: [________________________________] Product: [________________________________]

☐ 6.1(a) Bankruptcy/Insolvency ☐ 6.1(b) Cessation ☐ 6.1(c) Material Breach ☐ 6.1(d) SaaS Unavailability ☐ 6.1(e) Deposit Failure ☐ 6.1(f) Escrow Breach

Description: [________________________________]

Dates: [__/__/____] Notice to Licensor: [__/__/____] Cure Expires: [__/__/____]

☐ Notices attached ☐ Evidence attached ☐ Delivery proof ☐ Other: [________________________________]

I declare under penalty of perjury under Arkansas and federal law that the foregoing is true and correct.

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


OBJECTION NOTICE

Date: [__/__/____] From: [________________________________]

Grounds: [________________________________]

☐ Refuting evidence ☐ Proof of cure ☐ Other: [________________________________]

Signature: [________________________________] Date: [__/__/____]


END OF AGREEMENT

Document Reference: AR-SCEA-[________________________________]
Template Version: 2.0 — Effective 2026-02-27

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SOURCE CODE ESCROW AGREEMENT

STATE OF ARKANSAS


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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