Source Code Escrow Agreement — California

comments before final execution.
7. Have this document reviewed by a California-licensed attorney before use.

JURISDICTION: California
LAST UPDATED: 2026-03-18
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SOURCE CODE ESCROW AGREEMENT (CALIFORNIA)

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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. California UCC Article 9 — Security Interest Provisions
10. California Trade Secret Protections (CUTSA)
11. Escrow Agent Duties and Limitations
12. Fees and Payment
13. Confidentiality and Data Security
14. CCPA Compliance
15. Intellectual Property Ownership
16. Warranties and Disclaimers
17. Indemnification
18. Limitation of Liability
19. Term and Termination
20. Governing Law and Dispute Resolution
21. California-Specific Provisions
22. General Provisions
23. Signature Block
24. 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"), 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 in the event of certain trigger events that could threaten Beneficiary's ongoing use of the Software Product; and

WHEREAS, the Parties wish to engage Escrow Agent to hold, maintain, and, upon occurrence of specified conditions, release the Deposit Materials in accordance with California law and the terms herein;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.2 Definitions

(a) "CCPA" means the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq., as amended by the California Privacy Rights Act (CPRA).

(b) "CUTSA" means the California Uniform Trade Secrets Act, Cal. Civ. Code § 3426 et seq.

(c) "Deposit Materials" means all items described in Section 2 and Schedule A.

(d) "Intellectual Property" has the meaning set forth in 11 U.S.C. § 101(35A).

(e) "Misappropriation" has the meaning set forth in Cal. Civ. Code § 3426.1(b).

(f) "Personal Information" has the meaning set forth in Cal. Civ. Code § 1798.140(v).

(g) "Release Condition" means any trigger event described in Section 5.

(h) "Trade Secret" has the meaning set forth in Cal. Civ. Code § 3426.1(d), including information that derives independent economic value from not being generally known and is subject to reasonable efforts to maintain its secrecy.

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

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2. DEPOSIT MATERIALS

2.1 Description of Deposit Materials

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

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

☐ Build scripts, makefiles, CI/CD configurations, and compilation instructions

☐ Configuration files, environment variables, and deployment scripts

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

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

☐ API specifications and integration documentation

☐ Technical documentation, architecture diagrams, and developer guides

☐ Installation and deployment instructions for all supported environments

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

☐ Test suites, test data, and QA documentation

☐ Additional items per Schedule A

2.2 Format Requirements

Deposit Materials shall be delivered in machine-readable format via:

☐ Encrypted cloud repository (private Git repository with access controls)
☐ Encrypted physical media (AES-256 encryption minimum)
☐ Secure file transfer protocol (SFTP with TLS 1.2+)
☐ Other: [________________________________]

2.3 CCPA Data Screening

Prior to each deposit, Licensor shall screen the Deposit Materials to ensure they do not contain Personal Information (as defined by CCPA) except to the extent strictly necessary for the functionality of the Software Product. If Personal Information must be included, Licensor shall identify such data in Schedule A and ensure compliance with Cal. Civ. Code § 1798.100 et seq.

2.4 Completeness Standard

The Deposit Materials shall be sufficiently complete to enable a reasonably skilled software developer 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, corresponding to version [________________________________] of the Software Product.

3.2 Update Deposits

Licensor shall deliver updated Deposit Materials:

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

3.3 Update Contents

Each update shall include:

(a) A complete, current copy of all Deposit Materials;

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

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

(d) SHA-256 hash values for all deposited files;

(e) Confirmation that CCPA data screening has been completed per Section 2.3.

3.4 Receipt Confirmation

Escrow Agent shall provide written confirmation of receipt to all Parties within [____] business days, including date, media type, and recorded hash values.

3.5 Failure to Deposit

If Licensor fails to make a required deposit within [____] days after the due date, Beneficiary may provide written notice. If Licensor fails to cure within [____] days, such failure constitutes a material breach and, at Beneficiary's election, a Release Condition under Section 5.

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4. VERIFICATION AND TESTING

4.1 Verification Levels

(a) Level 1 — Inventory Verification: Confirmation that deposited media contains files matching the manifest.

(b) Level 2 — Technical Verification: Independent expert review for completeness of source code, build scripts, and documentation.

(c) Level 3 — Full Build Verification: Independent expert compiles and builds the Software Product in a clean environment and confirms functionality.

4.2 Verification Costs

Verification costs shall be borne by:

☐ Beneficiary ☐ Licensor ☐ Split equally ☐ Other: [________________________________]

4.3 Verification Reports

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

4.4 Cure of Deficiencies

Licensor shall cure identified deficiencies within [____] calendar days. Failure to cure entitles Beneficiary to re-Verification at Licensor's expense.

4.5 Trade Secret Protections During Verification

All verification personnel shall execute confidentiality agreements consistent with CUTSA requirements before accessing Deposit Materials. Verification shall be conducted in a controlled environment with access limited strictly to the verification purpose.

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5. RELEASE CONDITIONS (TRIGGER EVENTS)

5.1 Release Conditions

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

(a) Insolvency or Bankruptcy. Licensor: (i) files a voluntary petition under any chapter of the U.S. Bankruptcy Code; (ii) has an involuntary petition filed against it not dismissed within sixty (60) days; (iii) makes a general assignment for the benefit of creditors; (iv) has a receiver or trustee appointed for a substantial portion of its assets; or (v) is adjudicated bankrupt or insolvent.

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

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

(d) Discontinuation of Product. Licensor discontinues development or support of the Software Product without providing a commercially reasonable migration path within [____] days.

(e) Service Level Failure. The Software Product fails to meet minimum availability requirements for [____] consecutive days, excluding force majeure and Beneficiary-caused issues.

(f) Failure to Deposit. Licensor fails to make required deposits and fails to cure as provided in Section 3.5.

☐ (g) Additional Trigger: [________________________________]

5.2 Exclusions

The following are NOT Release Conditions:

(a) Change of control, merger, or acquisition where the successor assumes all Licensor obligations;

(b) Good-faith product updates or rebranding where functionality is materially preserved;

(c) Temporary service interruptions from scheduled maintenance or force majeure.

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6. RELEASE PROCEDURES AND DISPUTE RESOLUTION

6.1 Release Request

Beneficiary shall deliver a Release Request to Escrow Agent (substantially in the form of Schedule C), including:

(a) A declaration under penalty of perjury pursuant to Cal. Civ. Proc. Code § 2015.5;

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

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

6.2 Notice to Licensor

Escrow Agent shall promptly deliver a copy of the Release Request to Licensor.

6.3 Licensor Objection

Licensor has [____] business days from receipt to deliver a written objection with specific grounds and supporting evidence.

6.4 Release Without Objection

If no timely objection is received, Escrow Agent shall release within [____] business days.

6.5 Disputed Release

If Licensor objects:

(a) Good-faith negotiation for [____] days;

(b) If unresolved, mediation before a California-licensed mediator in [________________________________], California;

(c) If mediation fails, binding arbitration or litigation per Section 20;

(d) Escrow Agent retains materials pending resolution and bears no liability for withholding.

6.6 Emergency Interim Access

For catastrophic Software Product failures materially impairing Beneficiary's operations, Beneficiary may seek emergency access. Escrow Agent may, in its discretion and upon Beneficiary's indemnification, provide limited access pending formal resolution.

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7. POST-RELEASE LICENSE RIGHTS

7.1 License Grant

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

(a) Continue using the Software Product as authorized under the Underlying License Agreement;

(b) Maintain, support, and fix bugs for Beneficiary's internal use;

(c) Make modifications necessary for continued operability with Beneficiary's systems.

7.2 Restrictions

The post-release license does NOT include rights to:

(a) Commercialize, sublicense, distribute, or sell the Deposit Materials or derivatives;

(b) Develop competing products;

(c) Disclose materials except to employees and contractors bound by CUTSA-compliant confidentiality obligations.

7.3 Third-Party Components

Beneficiary shall comply with all third-party license terms and is responsible for obtaining necessary third-party licenses post-release.

7.4 Survival of Confidentiality

Confidentiality obligations under Section 13 survive any release and apply to all Deposit Materials in Beneficiary's possession.

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8. BANKRUPTCY CODE § 365(n) PROTECTIONS

8.1 Intellectual Property License Acknowledgment

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

8.2 Beneficiary's Election Rights

If Licensor becomes a debtor in bankruptcy and the trustee rejects the Underlying License Agreement under 11 U.S.C. § 365(a), Beneficiary may elect under 11 U.S.C. § 365(n)(1)(B) to:

(a) Retain rights to intellectual property as they existed immediately before the bankruptcy;

(b) Continue making royalty payments for the license term and extensions;

(c) Waive setoff rights against such payments.

8.3 Escrow Agent Obligations in Bankruptcy

Escrow Agent shall not deliver Deposit Materials to a bankruptcy trustee without providing Beneficiary reasonable notice and opportunity to assert its § 365(n) rights.

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9. CALIFORNIA UCC ARTICLE 9 — SECURITY INTEREST PROVISIONS

9.1 Licensor Representations

Licensor represents and warrants that as of the Effective Date:

(a) No security interest has been granted in the Deposit Materials or Software Product except as disclosed in Schedule B;

(b) No UCC-1 financing statement covering the Deposit Materials as "software" under Cal. Com. Code § 9102(a)(75) or "general intangibles" under Cal. Com. Code § 9102(a)(42) has been filed with the California Secretary of State, except as disclosed in Schedule B;

(c) Licensor has full right, title, and authority to deposit the materials.

9.2 California Filing Search

Prior to execution, Beneficiary is advised to conduct a UCC filing search with the California Secretary of State's office to confirm no prior security interests encumber the Deposit Materials.

9.3 Covenant Against Future Liens

Licensor shall not grant any security interest in the Deposit Materials without:

(a) Prior written notice to Beneficiary; and

(b) Obtaining a written subordination and non-disturbance agreement from the secured party, reasonably acceptable to Beneficiary.

9.4 Escrow Agent's Neutral Custody

Escrow Agent holds materials as neutral custodian. The deposit does not constitute a transfer of ownership or grant of security interest.

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10. CALIFORNIA TRADE SECRET PROTECTIONS (CUTSA)

10.1 Trade Secret Designation

The Parties acknowledge that the Deposit Materials contain Trade Secrets as defined by Cal. Civ. Code § 3426.1(d). The source code derives independent economic value from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use.

10.2 Reasonable Measures to Maintain Secrecy

The following measures constitute "reasonable efforts" to maintain trade secret status under CUTSA:

(a) Deposit Materials are encrypted at rest and in transit (Section 13.2);

(b) Access is restricted to authorized personnel only (Section 13.1);

(c) All persons with access execute CUTSA-compliant confidentiality agreements;

(d) Escrow Agent maintains SOC 2 Type II or equivalent certification;

(e) Deposit Materials are labeled as "CONFIDENTIAL — TRADE SECRET" on all media and transmissions.

10.3 Remedies for Misappropriation

In the event of actual or threatened misappropriation of the Deposit Materials, the aggrieved Party may seek:

(a) Injunctive relief under Cal. Civ. Code § 3426.2;

(b) Damages for actual loss and unjust enrichment under Cal. Civ. Code § 3426.3;

(c) Exemplary damages up to twice the amount of actual damages in cases of willful and malicious misappropriation under Cal. Civ. Code § 3426.3(c);

(d) Reasonable attorneys' fees under Cal. Civ. Code § 3426.4.

10.4 Statute of Limitations

Actions for misappropriation under CUTSA must be brought within three (3) years of the date the misappropriation is discovered or should have been discovered. Cal. Civ. Code § 3426.6.

10.5 CUTSA Preemption

The Parties acknowledge that CUTSA preempts common-law claims based on the same nucleus of facts as a trade secret misappropriation claim. Cal. Civ. Code § 3426.7.

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11. ESCROW AGENT DUTIES AND LIMITATIONS

11.1 Scope of Duties

Escrow Agent shall: (a) accept, securely store, and maintain the Deposit Materials; (b) confirm receipt in writing; (c) process Release Requests per Section 6; (d) maintain confidentiality per Section 13; (e) coordinate Verification per Section 4.

11.2 No Duty to Inspect

Escrow Agent has no duty to inspect or evaluate the Deposit Materials unless retained for Verification.

11.3 Interpleader

If conflicting demands are made, Escrow Agent may withhold action or commence an interpleader action in a California court of competent jurisdiction pursuant to Cal. Civ. Proc. Code § 386, depositing the materials with the court.

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12. FEES AND PAYMENT

12.1 Fee Schedule

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

12.2 Payment Terms

Fees due within [____] days of invoice. Late payments accrue interest at the lesser of [____]% per month or ten percent (10%) per annum (the maximum generally enforceable under California law for non-consumer contracts). See Cal. Civ. Code § 1916-1.

12.3 Annual Adjustments

Escrow Agent may adjust fees annually upon [____] days' notice, not to exceed [____]% per year.

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13. CONFIDENTIALITY AND DATA SECURITY

13.1 Confidential Treatment

All Deposit Materials are Confidential Information of Licensor. Escrow Agent and Beneficiary (upon release) shall:

(a) Hold materials in strict confidence;

(b) Not disclose except as authorized;

(c) Limit access to those with a need to know bound by confidentiality agreements;

(d) Use at least the same care as for their own most sensitive information, not less than reasonable care.

13.2 Security Standards

Escrow Agent shall maintain:

(a) Physical access controls and environmental protections;

(b) AES-256 encryption at rest and TLS 1.2+ in transit;

(c) Intrusion detection and monitoring;

(d) Geographically separate disaster recovery backups;

(e) SOC 2 Type II or ISO 27001 certification.

13.3 Breach Notification

Escrow Agent shall notify Parties within forty-eight (48) hours of discovering any unauthorized access or breach affecting Deposit Materials, consistent with California's data breach notification requirements under Cal. Civ. Code § 1798.82.

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14. CCPA COMPLIANCE

14.1 Personal Information in Deposits

If Deposit Materials contain Personal Information as defined by Cal. Civ. Code § 1798.140(v), Licensor shall:

(a) Identify such information in Schedule A;

(b) Ensure all required consumer notices and consents have been obtained;

(c) Comply with all applicable CCPA/CPRA requirements regarding the collection, storage, and transfer of Personal Information.

14.2 Escrow Agent as Service Provider

To the extent Escrow Agent processes Personal Information contained in the Deposit Materials, Escrow Agent shall act as a "service provider" under Cal. Civ. Code § 1798.140(ag) and shall not retain, use, or disclose such Personal Information for any purpose other than performing its duties under this Agreement.

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15. INTELLECTUAL PROPERTY OWNERSHIP

Nothing in this Agreement transfers ownership. Licensor retains all rights, including copyrights under 17 U.S.C. § 101 et seq. and trade secret rights under CUTSA. All copyright notices shall be preserved.

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16. WARRANTIES AND DISCLAIMERS

16.1 Licensor Warranties

Licensor warrants that: (a) it owns or is authorized to deposit the materials; (b) materials contain no known malicious code; (c) materials correspond to the production version; (d) materials do not infringe third-party IP rights to Licensor's knowledge.

16.2 Escrow Agent Disclaimer

ESCROW AGENT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE DEPOSIT MATERIALS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

16.3 Post-Release Disclaimer

UPON RELEASE, MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.

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17. INDEMNIFICATION

17.1 Licensor Indemnification

Licensor indemnifies Beneficiary and Escrow Agent against third-party claims arising from breach of Section 16.1 warranties or IP infringement by the Deposit Materials.

17.2 Beneficiary Indemnification

Beneficiary indemnifies Licensor and Escrow Agent against claims arising from use beyond the Section 7 license scope.

17.3 Escrow Agent Indemnification

Escrow Agent's indemnification is limited to claims from its gross negligence or willful misconduct.

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18. LIMITATION OF LIABILITY

18.1 Licensor/Beneficiary Cap

Except for confidentiality breaches, IP infringement, and indemnification, aggregate liability shall not exceed fees paid under the Underlying License Agreement in the prior twelve (12) months.

18.2 Escrow Agent Cap

Escrow Agent's aggregate liability shall not exceed fees paid to it in the prior twelve (12) months.

18.3 Consequential Damages Exclusion

NO PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF THEORY OF LIABILITY.

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19. TERM AND TERMINATION

19.1 Term

This Agreement continues for as long as the Underlying License Agreement is in effect, unless earlier terminated.

19.2 Termination Events

(a) Mutual written agreement of all Parties;

(b) By Beneficiary upon [____] days' notice;

(c) Automatically upon termination of the Underlying License Agreement (except if Beneficiary elects § 365(n) retention);

(d) By Escrow Agent upon [____] days' notice if fees remain unpaid for [____] days.

19.3 Effect of Termination

Upon termination (absent valid release): materials returned or destroyed per Licensor's instruction; all Beneficiary rights cease; Sections 10, 13, 15, 17, 18, and 20 survive.

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20. GOVERNING LAW AND DISPUTE RESOLUTION

20.1 Governing Law

This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles. The Parties specifically acknowledge the applicability of:

• Cal. Com. Code § 9102 et seq. (UCC Article 9 — Secured Transactions)
• Cal. Civ. Code § 3426 et seq. (CUTSA — Trade Secrets)
• Cal. Civ. Code § 1798.100 et seq. (CCPA/CPRA — Privacy)

20.2 Venue

Exclusive jurisdiction and venue shall lie in the state and federal courts located in [________________________________] County, California.

20.3 Dispute Resolution

☐ Option A — Arbitration: Disputes shall be resolved by binding arbitration administered by [________________________________] in [________________________________], California, pursuant to Cal. Civ. Proc. Code § 1281 et seq. A single arbitrator shall preside. The arbitrator's award is final and enforceable in any California court.

☐ Option B — Litigation: Disputes shall be resolved in the courts specified in Section 20.2.

20.4 Prevailing Party Fees

The prevailing Party shall recover reasonable attorneys' fees and costs.

20.5 Jury Waiver

TO THE FULLEST EXTENT PERMITTED BY CALIFORNIA LAW, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

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21. CALIFORNIA-SPECIFIC PROVISIONS

21.1 Non-Compete Limitations

Consistent with Cal. Bus. & Prof. Code § 16600, nothing in this Agreement shall be construed to restrict any individual's right to engage in a lawful profession, trade, or business. Post-release restrictions on Beneficiary's personnel are limited to trade secret protections under CUTSA and do not constitute non-competition covenants.

21.2 Statute of Limitations

The statute of limitations for breach of contract claims under this Agreement is four (4) years from the date of breach, per Cal. Civ. Proc. Code § 337.

21.3 Waiver of Cal. Civ. Code § 1542

To the extent any release of claims is contemplated herein, each Party waives the protections of Cal. Civ. Code § 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

21.4 Independent Contractor Status

The relationship among the Parties is that of independent contractors. Nothing creates an agency, partnership, or employment relationship under California law.

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22. GENERAL PROVISIONS

22.1 Notices

Written notices deemed delivered when: (a) personally delivered; (b) confirmed email; (c) one business day after overnight courier deposit; or (d) three business days after certified U.S. mail, return receipt requested.

22.2 Assignment

No assignment without prior written consent, except in connection with merger, acquisition, or sale of substantially all assets where assignee assumes all obligations.

22.3 Force Majeure

No liability for delays from causes beyond reasonable control, including acts of God, war, pandemics, government action, or natural disasters, provided prompt notice and commercially reasonable mitigation efforts.

22.4 Entire Agreement

This Agreement, the Underlying License Agreement, and all Schedules constitute the entire agreement and supersede all prior agreements on this subject matter.

22.5 Amendments

Amendments require written instrument signed by all three Parties.

22.6 Severability

Invalid provisions severed; remaining provisions continue in full force.

22.7 Counterparts

May be executed in counterparts. Electronic signatures valid per Cal. Civ. Code § 1633.7.

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23. SIGNATURE BLOCK

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: [__/__/____]

JURY WAIVER ACKNOWLEDGMENT (Initials Required):

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

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24. SCHEDULES

Schedule A — Deposit Materials Inventory

Item	Description	Format	Version	Date	SHA-256 Hash	Contains PI?
1	[________________________________]	[____]	[____]	[__/__/____]	[________________________________]	☐ Yes ☐ No
2	[________________________________]	[____]	[____]	[__/__/____]	[________________________________]	☐ Yes ☐ No
3	[________________________________]	[____]	[____]	[__/__/____]	[________________________________]	☐ Yes ☐ No

Schedule B — Existing Security Interests

Secured Party	Filing No.	Jurisdiction	Collateral	Date Filed
[________________________________]	[________________________________]	[____]	[________________________________]	[__/__/____]

☐ No existing security interests or liens

Schedule C — Release Request Form (California)

TO: Escrow Agent
FROM: Beneficiary
DATE: [__/__/____]

I declare under penalty of perjury under the laws of the State of California (Cal. Civ. Proc. Code § 2015.5) 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))
☐ Failure to Deposit (Section 5.1(f))
☐ Other: [________________________________]

Factual Description: [________________________________]

Supporting Evidence Attached: ☐ Yes ☐ No

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

Schedule D — Fee Schedule

Fee Type	Amount	Payment Terms
Initial Setup	$[________________________________]	Due upon execution
Annual Storage	$[________________________________]	Due annually
Deposit Update	$[________________________________]	Due per update
Verification (L1/L2/L3)	$[________________________________]	Due upon request
Release Processing	$[________________________________]	Due upon release

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SOURCES AND REFERENCES

• Cal. Com. Code § 9102 — UCC Article 9 Definitions
• Cal. Civ. Code § 3426 — California Uniform Trade Secrets Act
• Cal. Civ. Code § 1798.100 — CCPA
• Cal. Bus. & Prof. Code § 16600 — Restraint of Trade
• 11 U.S.C. § 365(n) — IP Licenses in Bankruptcy
• U.C.C. Article 9 — Secured Transactions