SOURCE CODE ESCROW AGREEMENT

State of Colorado

Effective Date: [__/__/____]

Agreement Number: [________________________________]

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. Colorado-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: [________________________________]
State of Organization: [________________________________]
Principal Place of Business: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

(b) Beneficiary:

Name: [________________________________]
State of Organization: [________________________________]
Principal Place of Business: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

(c) Escrow Agent:

Name: [________________________________]
State of Organization: [________________________________]
Principal Place of Business: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

Each individually a "Party" and collectively the "Parties."

1.2 Recitals

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

WHEREAS, Licensor and Beneficiary have entered into that certain [________________________________] dated [__/__/____] (the "Underlying Agreement"), granting Beneficiary a license to use or access the Product;

WHEREAS, Beneficiary desires continued access to the Product if Licensor is unable or unwilling to provide maintenance, support, or access;

WHEREAS, the Parties wish to establish an escrow arrangement for deposit and conditional release of Deposit Materials;

WHEREAS, Escrow Agent provides technology escrow services and agrees to accept, hold, and release the Deposit Materials;

WHEREAS, the Deposit Materials may constitute trade secrets under the Colorado Uniform Trade Secrets Act (C.R.S. §§ 7-74-101 to 7-74-110); and

WHEREAS, the Parties desire to set forth the terms governing the escrow;

NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable consideration, the Parties agree:

2. DEFINITIONS

2.1 "Affiliate" means any entity controlling, controlled by, or under common control with a Party.

2.2 "Beneficiary" has the meaning in Section 1.1(b).

2.3 "Business Day" means any day other than Saturday, Sunday, or a day on which Colorado banking institutions are authorized to close.

2.4 "Confidential Information" means all non-public information disclosed in connection with this Agreement, including Deposit Materials, terms, trade secrets, and business information.

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

2.6 "Build Environment" means tools, compilers, libraries, scripts, configuration files, container definitions, and components for compiling, building, testing, and deploying the Product.

2.7 "Documentation" means technical documentation, manuals, API docs, architecture diagrams, schemas, deployment guides, and materials for understanding, maintaining, and operating the Product.

2.8 "Effective Date" means the date first written above.

2.9 "Escrow Agent" has the meaning in Section 1.1(c).

2.10 "Escrow Agent Fees" means fees per Schedule A.

2.11 "Force Majeure Event" means events beyond reasonable control, excluding financial difficulties or insolvency.

2.12 "Intellectual Property Rights" means patents, copyrights, trademarks, trade secrets, and all IP rights.

2.13 "Licensor" has the meaning in Section 1.1(a).

2.14 "Losses" means damages, losses, liabilities, costs, and expenses including attorneys' fees.

2.15 "Objection Notice" means Licensor's written dispute of a Release Request.

2.16 "Personal Data" means data identifying or linked to an identifiable individual, as defined under the Colorado Privacy Act (C.R.S. § 6-1-1303(17)).

2.17 "Personal Information" means data as defined under Colorado's data breach statute (C.R.S. § 6-1-716(2)).

2.18 "Product" means the software in the Recitals and Schedule B.

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

2.20 "Release Request" means a written request for release.

2.21 "Source Code" means human-readable programming instructions with comments, annotations, and revision history.

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

2.23 "Underlying Agreement" means the agreement in the Recitals.

2.24 "Update Deposit" means any deposit after the Initial Deposit.

2.25 "Verification" means inspection or testing per Section 5.

3. DEPOSIT MATERIALS

3.1 Required Deposit Materials

Licensor shall deposit:

(a) Complete Source Code, including all modules, components, developed libraries, and files necessary for compilation and operation;

(b) Build Environment: (i) build scripts; (ii) compiler specifications with versions; (iii) configuration files; (iv) container definitions; (v) CI/CD configurations;

(c) Third-Party Components: (i) identification by name, version, license; (ii) license agreements; (iii) procurement instructions for non-depositable items; (iv) confirmation of release-compatible licensing;

(d) Documentation: (i) architecture documents; (ii) database schemas and data dictionaries; (iii) API documentation; (iv) deployment guides; (v) administrator manuals; (vi) test plans; (vii) known issues;

(e) Database scripts, seed data, migration scripts, stored procedures;

(f) Encryption keys, certificates, and credentials with enhanced security; and

(g) Additional materials per Schedule B or necessary for a competent developer to build, deploy, and maintain the Product.

3.2 Format Requirements

Machine-readable, non-proprietary formats. Native Source Code with version control. Documentation in PDF, HTML, or Markdown. New, functional media.

3.3 Colorado Privacy Act Compliance

(a) To the extent Deposit Materials contain Personal Data subject to the Colorado Privacy Act (C.R.S. §§ 6-1-1301 to 6-1-1314), Licensor shall: (i) identify all categories of Personal Data; (ii) confirm lawful collection and processing; and (iii) limit inclusion to what is strictly necessary.

(b) Escrow Agent shall process Personal Data solely as a "processor" under the CPA (C.R.S. § 6-1-1303(19)) and shall not process Personal Data for any purpose other than performing its obligations under this Agreement.

(c) A data processing agreement between Licensor (as controller) and Escrow Agent (as processor) shall be executed as required by the CPA before any Personal Data is included in the Deposit Materials.

3.4 Completeness Certification

Signed certification with each deposit confirming completeness, accuracy, and sufficiency.

4. DEPOSIT AND UPDATE PROCEDURES

4.1 Initial Deposit

(a) Within [____] calendar days of the Effective Date via:

☐ Secure electronic upload ☐ Encrypted physical media ☐ SFTP ☐ Other: [________________________________]

(b) With certification and Schedule B.

(c) Escrow Agent acknowledges within five (5) Business Days with date, format, SHA-256 hashes, and deficiency notes.

4.2 Update Deposits

Per schedule (select one):

☐ Within [____] Business Days of each major release ☐ Within [____] Business Days of each minor release
☐ Quarterly ☐ Semi-annually ☐ Other: [________________________________]

Each includes updated materials, certification, and change log.

4.3 Deposit Verification by Escrow Agent

Integrity, readability, SHA-256 hashes, Schedule B comparison, notification within five (5) Business Days. Deficiencies within ten (10) Business Days; cure within [____] Business Days.

4.4 Storage and Maintenance

Secure U.S. facility. At least [____] geographically separate backups. Integrity checks every [____] months.

5. VERIFICATION AND TESTING

5.1 Options

(a) Level 1 — Inventory Verification. Presence, counts, structures, readability, hash verification, report.

(b) Level 2 — Technical Verification. Level 1 plus build attempt, dependency analysis, error documentation, report.

(c) Level 3 — Full Functional Verification. Levels 1-2 plus deployment, functional testing, conformity report.

5.2 Procedures

Written request; Escrow Agent provides timeline/cost within ten (10) Business Days. Secure environment. Licensor cooperates. Report within [____] Business Days.

5.3 Costs

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

Licensor bears re-verification costs for Licensor-attributable deficiencies.

5.4 Cure

Cure within [____] Business Days. Material deficiencies: inability to compile, missing components, absent documentation, corrupted files. Failure may be material breach.

6. RELEASE CONDITIONS

6.1 Release Trigger Events

(a) Bankruptcy or Insolvency. Voluntary petition, involuntary petition not dismissed within sixty (60) days, general assignment, receiver/trustee appointment, or adjudication.

(b) Cessation of Business. Cessation of development, support, and maintenance; public discontinuation; or staffing failure.

(c) Material Breach. Uncured material breach for [____] days after notice.

(d) Extended Unavailability. Product unavailable for [____] or more consecutive days, not from Force Majeure or Beneficiary.

(e) Deposit Failure. Continuing [____] Business Days after notice.

(f) Repudiation. Express written repudiation.

6.2 Bankruptcy Code — 11 U.S.C. § 365(n)

(a) The Underlying Agreement is a license of "intellectual property" under 11 U.S.C. § 101(35A).

(b) Beneficiary may retain rights under § 365(n) if rejection occurs.

(c) Retention requires continued royalty payments.

(d) This Agreement supplements § 365(n) rights.

6.3 Non-Release Events

Not triggers standing alone: change of control with assumption; creditworthy assignment; temporary SLA interruptions; good-faith disputes; scheduled maintenance.

7. RELEASE PROCEDURES

7.1 Release Request

Schedule D form with Release Condition identification, facts, evidence, officer's certification. Escrow Agent transmits to Licensor within two (2) Business Days.

7.2 Response Period

[____] Business Days. Consent or non-response triggers release within five (5) Business Days.

7.3 Objection

Objection Notice with grounds, evidence, certification. Escrow Agent holds pending resolution. Section 17 dispute resolution. Release per agreement, court order, or arbitration award.

7.4 Expedited Release

Certification under penalty of perjury. Forty-eight (48) hour objection window. Release in twenty-four (24) hours if no objection. Emergency relief available.

7.5 Partial Release

Available subject to objection procedures.

8. POST-RELEASE LICENSE

8.1 Grant

Non-exclusive, non-transferable, irrevocable license for maintaining, supporting, and operating the Product for internal business purposes. Includes compiling, deploying, patching, interfacing, and contractor engagement.

8.2 Restrictions

No commercialization, resale, sublicensing, unrelated use, or notice removal. Contractors bound by NDAs.

8.3 Duration

Underlying Agreement term (including renewals) or [____] years if terminated.

8.4 Confidentiality

Released materials remain Confidential Information with need-to-know access.

9. FEES AND PAYMENT

9.1 Fees

Per Schedule A: (i) Setup: $[________________________________]; (ii) Annual: $[________________________________]; (iii) Deposit: $[________________________________]; (iv) Verification per Schedule A; (v) Release: $[________________________________]; (vi) Additional as quoted.

9.2 Allocation

9.3 Payment Terms

Thirty (30) days from invoice. U.S. dollars. Fees exclude taxes.

9.4 Late Payment

(a) Past-due amounts bear interest at the lesser of: (i) one and one-half percent (1.5%) per month; or (ii) the maximum rate permitted under Colorado law, which is eight percent (8%) per annum unless the parties specify a different rate in writing, as provided under C.R.S. § 5-12-101. For commercial transactions, the parties may agree in writing to a rate not to exceed forty-five percent (45%) per annum (C.R.S. § 5-12-103).

(b) After sixty (60) days, Escrow Agent may suspend services on thirty (30) days' notice.

9.5 Fee Adjustments

Annual with sixty (60) days' notice. Not exceeding three percent (3%) or CPI-U increase for the Denver-Aurora-Lakewood area.

10. CONFIDENTIALITY AND SECURITY

10.1 Obligations

Strict confidence. Disclosure to need-to-know personnel with NDAs, as required by law, or with consent. Survives for five (5) years; trade secrets for their duration.

10.2 Escrow Agent Security

(a) Physical: restricted access, intrusion detection, surveillance, environmental controls.

(b) Technical: AES-256 at rest, TLS 1.2+ in transit, role-based access, multi-factor authentication.

(c) Personnel: background checks, individual NDAs.

(d) Audit: access logs retained three (3) years.

10.3 Data Breach Notification — Colorado Law

(a) In the event of unauthorized access, Escrow Agent shall notify Licensor and Beneficiary within seventy-two (72) hours of discovery.

(b) Under C.R.S. § 6-1-716, notification to affected Colorado residents must be made in the most expedient time possible and without unreasonable delay, but not later than thirty (30) days after determining a breach has occurred. This is one of the shortest notification windows among U.S. states.

(c) If the breach affects five hundred (500) or more Colorado residents, Escrow Agent shall also notify the Colorado Attorney General within the thirty (30) day timeframe (C.R.S. § 6-1-716(2)(g)).

(d) Notification content must include: (i) date or estimated date range of the breach; (ii) description of Personal Information involved; (iii) contact information for the entity; (iv) toll-free numbers for credit reporting agencies; (v) the Federal Trade Commission; and (vi) the Colorado Attorney General.

(e) Escrow Agent shall contain the breach and mitigate harm at its expense.

11. TRADE SECRET PROTECTIONS

11.1 Acknowledgment

(a) The Deposit Materials may constitute "trade secrets" under the Colorado Uniform Trade Secrets Act ("CUTSA"), C.R.S. §§ 7-74-101 to 7-74-110, deriving independent economic value from not being generally known or readily ascertainable (C.R.S. § 7-74-102(4)).

(b) Each Party shall implement reasonable efforts to maintain secrecy.

11.2 Protective Measures

Trade secret markings, need-to-know access with records, NDAs referencing C.R.S. §§ 7-74-101 to 7-74-110, and protective order cooperation if compelled.

11.3 Remedies

(a) Injunctive relief per C.R.S. § 7-74-103, including TROs, preliminary, and permanent injunctions. An injunction shall terminate when the trade secret ceases to exist but may be continued to eliminate commercial advantage.

(b) Damages for actual loss and unjust enrichment per C.R.S. § 7-74-104, or reasonable royalty in lieu.

(c) Exemplary damages up to twice the award for willful and malicious misappropriation (C.R.S. § 7-74-104(2)).

(d) Attorneys' fees if bad faith or willful misappropriation (C.R.S. § 7-74-105).

(e) Three (3) year statute of limitations from discovery (C.R.S. § 7-74-106).

12. INTELLECTUAL PROPERTY

12.1 Ownership

Licensor retains all rights. Escrow Agent custodial only. Beneficiary acquires rights only upon release per Section 8.

12.2 Representations

Licensor: (a) ownership or sufficient rights; (b) no known infringement; (c) compliant Third-Party Components; (d) no conflicting exclusives; (e) no pending claims.

12.3 Third-Party IP

Identified in Schedule B. Licensor assists with post-release licenses. Procurement instructions for non-depositable items.

13. WARRANTIES AND DISCLAIMERS

13.1 Licensor Warranties

Authority, no conflicts, completeness, no malicious code, current version, ongoing obligations.

13.2 Escrow Agent Warranties

Authority, reasonable care, legal compliance including Colorado data security, adequate insurance.

13.3 Beneficiary Warranties

Authority and proper use.

13.4 Disclaimer

EXCEPT AS SET FORTH HEREIN, NO WARRANTIES. MERCHANTABILITY, FITNESS, TITLE, AND NON-INFRINGEMENT DISCLAIMED. "AS IS" UPON RELEASE. Enforceable under C.R.S. §§ 4-2-316 and 4-2.5-214.

14. INDEMNIFICATION

14.1 By Licensor

For Losses from breach, third-party IP claims, gross negligence or willful misconduct, improperly included Personal Information or Personal Data.

14.2 By Beneficiary

For Losses from breach, excess use, gross negligence or willful misconduct, modification claims except original defects.

14.3 By Escrow Agent

For Losses from gross negligence or willful misconduct, unauthorized release/disclosure/loss, breach of representations.

14.4 Procedures

Prompt notice, defense assumption, participation, settlement consent.

15. LIMITATION OF LIABILITY

15.1 Cap

EACH PARTY: FEES PAID/PAYABLE IN TWELVE (12) MONTHS. ESCROW AGENT: ESCROW AGENT FEES IN TWELVE (12) MONTHS.

15.2 Consequential Damages Exclusion

NO INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES.

15.3 Carve-Outs

Indemnification, gross negligence/willful misconduct, confidentiality/trade secret breach, unauthorized release, excess use, non-limitable liability under Colorado law.

15.4 Essential Purpose

Fair risk allocation. Apply notwithstanding failure of essential purpose.

16. TERM AND TERMINATION

16.1 Term

[____] year(s). Auto-renews for [____]-year periods unless [____] days' notice. Terminates with Underlying Agreement unless agreed otherwise.

16.2 Early Termination

Breach (thirty days' cure), joint notice, Escrow Agent on ninety days' notice, immediate upon bankruptcy.

16.3 Effect

Return or destroy per Licensor. Post-release license survives. Surviving sections: 2, 8, 10, 11, 14, 15, 17, 19.

16.4 Wind-Down

Orderly completion. Security maintained.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law

Colorado law, without conflict of laws. UN CISG excluded.

17.2 Venue

Exclusive jurisdiction in state and federal courts in [________________________________] County, Colorado (select one):

☐ City and County of Denver — District of Colorado
☐ Arapahoe County (Centennial) — District of Colorado
☐ Boulder County (Boulder) — District of Colorado
☐ Other: [________________________________]

Parties waive venue objections.

17.3 Jury Waiver

TO THE FULLEST EXTENT PERMITTED BY COLORADO LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THIS WAIVER IS A MATERIAL INDUCEMENT AND IS MADE KNOWINGLY AND VOLUNTARILY.

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

17.4 Escalation

Step 1: Contacts meet within ten (10) Business Days. Step 2: Senior management within twenty (20) Business Days. Step 3: Mediation if agreed, costs shared.

17.5 Arbitration (Optional)

☐ If checked, unresolved disputes shall be resolved by binding JAMS arbitration in [________________________________], Colorado, before a single arbitrator. Colorado law applies. Award final. Judgment in any Colorado court. Injunctive relief available. The Colorado Revised Uniform Arbitration Act (C.R.S. §§ 13-22-201 to 13-22-230) governs.

17.6 Injunctive Relief

Available at any time for trade secrets, Confidential Information, or IP rights.

17.7 Attorneys' Fees

Prevailing Party recovers reasonable fees, costs, and expenses.

17.8 Statute of Limitations

Written contracts: six (6) years (C.R.S. § 13-80-103.5). Trade secret misappropriation: three (3) years from discovery (C.R.S. § 7-74-106).

18. COLORADO-SPECIFIC PROVISIONS

18.1 Electronic Signatures

(a) This Agreement may be executed electronically per the Colorado Uniform Electronic Transactions Act (C.R.S. §§ 24-71.3-101 to 24-71.3-121). Electronic signatures have the same legal effect as original signatures.

(b) Records and signatures are not denied effect solely because they are electronic (C.R.S. § 24-71.3-107).

(c) Parties agree to conduct transactions electronically.

18.2 Colorado Privacy Act (CPA)

(a) The Colorado Privacy Act (C.R.S. §§ 6-1-1301 to 6-1-1314, effective July 1, 2023) is one of the most comprehensive state privacy laws in the United States. To the extent Deposit Materials contain Personal Data, the Parties shall comply.

(b) Escrow Agent shall act as a "processor" under the CPA (C.R.S. § 6-1-1303(19)) and shall: (i) process Personal Data only as instructed by the controller; (ii) assist with data protection assessments; (iii) implement reasonable security; (iv) maintain confidentiality; and (v) delete or return Personal Data upon termination.

(c) A data processing agreement as required by C.R.S. § 6-1-1305(4) shall be executed before any Personal Data is included in the Deposit Materials. Such agreement must set forth: (i) the nature and purpose of processing; (ii) the type of Personal Data; (iii) the duration of processing; (iv) the rights and obligations of the controller; and (v) requirements for sub-processor engagement.

(d) Licensor (as controller) shall conduct a data protection assessment (C.R.S. § 6-1-1309) before including any sensitive Personal Data in the Deposit Materials.

(e) Upon release, Beneficiary assumes controller obligations under the CPA for Personal Data, including honoring consumer rights to access, correction, deletion, data portability, and opt-out of targeted advertising (C.R.S. § 6-1-1306).

(f) The Colorado Attorney General has exclusive enforcement authority under the CPA (C.R.S. § 6-1-1311), and violations may be enforced as deceptive trade practices under the Colorado Consumer Protection Act. The CPA includes a sixty (60) day right to cure before the Attorney General may bring enforcement action through January 1, 2025.

(g) Effective July 1, 2025, the CPA includes biometric data protections under C.R.S. § 6-1-1314. To the extent any Deposit Materials involve biometric data, additional requirements apply.

18.3 Consumer Protection

(a) Nothing herein limits rights under the Colorado Consumer Protection Act (C.R.S. §§ 6-1-101 et seq.).

(b) The Act prohibits deceptive trade practices, including false or misleading statements in the conduct of any trade or commerce.

(c) The Colorado Attorney General has enforcement authority, and private actions are available.

18.4 Bankruptcy Considerations

Beneficiary's rights protected under 11 U.S.C. § 365(n). Automatic stay shall not prevent § 365(n) election.

18.5 Colorado Employee Inventions

(a) Colorado does not have a statute equivalent to California Labor Code § 2870 governing employee invention assignments. However, Colorado follows common law principles regarding the enforceability of invention assignment agreements.

(b) Licensor represents that it has obtained all necessary invention assignments and work-for-hire agreements from its employees and contractors in connection with the development of the Product and Deposit Materials.

18.6 Business Entity Compliance

Each Party represents it is duly organized, validly existing, in good standing, and qualified to do business in Colorado as required.

19. MISCELLANEOUS

19.1 Notices

Written; personal delivery, one (1) Business Day after overnight courier, three (3) Business Days after certified mail, confirmed email with courier copy. To Section 1.1 addresses or as updated.

19.2 Assignment

No assignment without consent, except: Licensor to Product-business acquirer; Beneficiary to Affiliate or business acquirer. Void if unauthorized. Binds successors.

19.3 Force Majeure

No liability for delays with notice and mitigation. Termination after [____] consecutive days.

19.4 Amendments

Written, all three Parties. No oral modifications. Written waivers only.

19.5 Severability

Invalid provisions reformed; remaining provisions continue.

19.6 Entire Agreement

Complete agreement with Underlying Agreement. Supersedes prior agreements.

19.7 Counterparts

Executed in counterparts. Electronic execution valid.

19.8 No Third-Party Beneficiaries

Parties and permitted assigns only, except indemnification.

19.9 Independent Contractors

No partnership, joint venture, agency, or employment.

19.10 Precedence

Underlying Agreement controls license scope; this Agreement controls escrow.

20. SIGNATURES

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

LICENSOR:

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

BENEFICIARY:

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

ESCROW AGENT:

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

21. SCHEDULES

SCHEDULE A — FEE SCHEDULE

SCHEDULE B — DEPOSIT MATERIALS INVENTORY

Product Name: [________________________________]
Product Version: [________________________________]
Date: [__/__/____]
Type: ☐ Initial ☐ Update

Third-Party Components:

CPA Personal Data Disclosure:

☐ Deposit Materials do NOT contain Personal Data under the Colorado Privacy Act.
☐ Deposit Materials contain Personal Data. Data Protection Assessment completed: ☐ Yes ☐ No
- Categories: [________________________________]
- Processing agreement executed: ☐ Yes ☐ No

Certification: I certify completeness, accuracy, and sufficiency.

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

SCHEDULE C — VERIFICATION PROCEDURES

Level 1: ☐ Inventory ☐ Hash ☐ Readability ☐ Report
Level 2: ☐ Level 1 ☐ Build ☐ Dependencies ☐ Errors ☐ Report
Level 3: ☐ Level 2 ☐ Deploy ☐ Functional test ☐ Report

SCHEDULE D — RELEASE AND OBJECTION FORMS

Release Request: To Escrow Agent from Beneficiary. Date: [__/__/____]

Conditions: ☐ Bankruptcy (6.1(a)) ☐ Cessation (6.1(b)) ☐ Breach (6.1(c)) ☐ Unavailability (6.1(d)) ☐ Deposit Failure (6.1(e)) ☐ Repudiation (6.1(f))

Facts: [________________________________]
Type: ☐ Standard ☐ Expedited ☐ Partial: [________________________________]

Certified under penalty of perjury under the laws of Colorado.

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

Objection Notice: To Escrow Agent from Licensor. Date: [__/__/____]

Grounds: [________________________________]

Certified under penalty of perjury under the laws of Colorado.

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

Sources and References

• Colorado Uniform Trade Secrets Act: C.R.S. §§ 7-74-101 to 7-74-110
• Colorado UETA: C.R.S. §§ 24-71.3-101 to 24-71.3-121
• Colorado Privacy Act: C.R.S. §§ 6-1-1301 to 6-1-1314
• Colorado Data Breach Notification: C.R.S. § 6-1-716
• Colorado Consumer Protection Act: C.R.S. §§ 6-1-101 et seq.
• Colorado Interest Rate: C.R.S. § 5-12-101
• Colorado Statute of Limitations (Written Contracts): C.R.S. § 13-80-103.5
• Colorado Arbitration Act: C.R.S. §§ 13-22-201 to 13-22-230
• Federal Bankruptcy Code: 11 U.S.C. § 365(n)
• Federal Defend Trade Secrets Act: 18 U.S.C. §§ 1836-1839