SOURCE CODE ESCROW AGREEMENT

State of Florida

Governed by the Laws of the State of Florida

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. Florida-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 the following three parties:

(a) Licensor:

Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________], Florida [____]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]
Florida Entity Registration No.: [________________________________]

(b) Beneficiary:

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

(c) Escrow Agent:

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

Each of the Licensor, Beneficiary, and Escrow Agent may be referred to individually 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 and to the source code, documentation, and related materials associated therewith;

WHEREAS, Beneficiary has entered into a separate software license agreement, subscription agreement, or SaaS agreement with Licensor dated [__/__/____] (the "Underlying Agreement"), pursuant to which Beneficiary has obtained certain rights to use the Software;

WHEREAS, Beneficiary desires to ensure continuity of access to and use of the Software in the event that Licensor is unable or unwilling to continue to support, maintain, or make available the Software as required under the Underlying Agreement;

WHEREAS, the Parties desire to establish an escrow arrangement whereby Licensor shall deposit the source code and related materials for the Software with the Escrow Agent, to be held in trust and released to Beneficiary only upon the occurrence of certain specified trigger events as set forth herein;

WHEREAS, the Escrow Agent is in the business of providing technology escrow services and has agreed to serve as the neutral custodian of the Deposit Materials (as defined below) in accordance with the terms and conditions of this Agreement;

WHEREAS, the Parties intend this Agreement to be governed by and construed in accordance with the laws of the State of Florida;

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

2. DEFINITIONS

2.1 "Affiliate" means, with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where "control" means the ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.

2.2 "Build Environment" means the complete set of hardware specifications, operating system versions, compilers, interpreters, libraries, frameworks, third-party tools, and configurations necessary to compile, build, and deploy the Software from the Deposit Materials.

2.3 "Business Day" means any day other than a Saturday, Sunday, or any day on which banking institutions in the State of Florida are authorized or required by law to be closed.

2.4 "Completeness" means the Deposit Materials contain all elements reasonably necessary for a competent software developer to compile, build, test, deploy, maintain, and modify the Software without reliance on any materials or resources not included in the deposit.

2.5 "Confidential Information" means any and all information disclosed by one Party to another in connection with this Agreement that is designated as confidential, proprietary, or trade secret, or that by its nature or the circumstances of its disclosure reasonably should be understood to be confidential, including without limitation the Deposit Materials, the terms of this Agreement, and any technical, business, or financial information.

2.6 "Cure Period" means the period of time specified in Section 6 during which Licensor may cure or remedy a condition that would otherwise constitute a Release Condition.

2.7 "Deficiency" means any failure of the Deposit Materials to satisfy the requirements of completeness, accuracy, or functionality as specified in this Agreement or as identified through verification and testing procedures.

2.8 "Deposit Materials" means, collectively, all source code, object code, build scripts, compilation instructions, configuration files, database schemas, API documentation, technical documentation, user manuals, third-party component licenses, dependency lists, Build Environment specifications, encryption keys, passwords, access credentials, test suites, test data, and all other materials deposited or required to be deposited by Licensor with the Escrow Agent pursuant to this Agreement, as further described in Section 3 and Schedule B.

2.9 "Effective Date" has the meaning set forth in the preamble of this Agreement.

2.10 "Emergency Release" means an expedited release of Deposit Materials pursuant to Section 7.4.

2.11 "Escrow Account" means the secure account or repository maintained by the Escrow Agent for the storage of the Deposit Materials.

2.12 "Force Majeure Event" means any event beyond the reasonable control of a Party, including without limitation acts of God, natural disasters, hurricanes (including those declared by the Governor of Florida), epidemics, pandemics, war, terrorism, riots, government actions, embargoes, fire, flood, power failures, internet or telecommunications failures, or cyberattacks, provided that the affected Party uses commercially reasonable efforts to mitigate the effects thereof.

2.13 "Initial Deposit" means the first deposit of Deposit Materials made by Licensor with the Escrow Agent following the Effective Date.

2.14 "Insolvency Event" means any of the following: (a) a Party files a voluntary petition in bankruptcy or is adjudicated bankrupt or insolvent; (b) a Party makes a general assignment for the benefit of creditors; (c) a receiver, trustee, or liquidator is appointed for a Party or for a substantial part of its assets; (d) an involuntary petition in bankruptcy is filed against a Party and is not dismissed within sixty (60) days; or (e) a Party admits in writing its inability to pay its debts as they become due.

2.15 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, trade dress, moral rights, rights of publicity, and all other intellectual property and proprietary rights of any kind, whether registered or unregistered, and including all applications and registrations relating to any of the foregoing.

2.16 "Objection Notice" means a written notice from Licensor to the Escrow Agent objecting to a Release Request, as described in Section 7.3.

2.17 "Personal Information" has the meaning set forth in Fla. Stat. § 501.171(1)(g), including an individual's first name or first initial and last name in combination with any of the following data elements: Social Security number, driver's license or identification card number, financial account number, or medical information.

2.18 "Release Conditions" means the events or conditions specified in Section 6 that, upon occurrence and satisfaction of the procedural requirements set forth in Section 7, entitle Beneficiary to receive a copy of the Deposit Materials from the Escrow Agent.

2.19 "Release Request" means a formal written request from Beneficiary to the Escrow Agent seeking release of the Deposit Materials, as described in Section 7.1.

2.20 "Software" has the meaning set forth in Recital 1.2.

2.21 "Trade Secret" has the meaning set forth in Fla. Stat. § 688.002(4), being information, including a formula, pattern, compilation, program, device, method, technique, or process, that derives independent economic value, actual or potential, 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 that are reasonable under the circumstances to maintain its secrecy.

2.22 "Underlying Agreement" has the meaning set forth in Recital 1.2.

2.23 "Update Deposit" means any deposit of Deposit Materials made by Licensor subsequent to the Initial Deposit.

2.24 "Verification" means the process described in Section 5, which may include inspection, compilation, building, and functional testing of the Deposit Materials.

3. DEPOSIT MATERIALS

3.1 Scope of Deposit Materials. Licensor shall deposit with the Escrow Agent complete and accurate copies of the following materials as they relate to the Software:

(a) All human-readable source code for the Software, including all modules, components, libraries, and subroutines authored by Licensor;

(b) All build scripts, makefiles, configuration files, and compilation instructions necessary to compile the source code into executable object code;

(c) Complete specifications for the Build Environment, including operating system versions, compiler versions, framework versions, and all third-party tools required for compilation and deployment;

(d) All third-party software components, libraries, and dependencies incorporated into or required by the Software, together with copies of all applicable third-party licenses and a written summary identifying any restrictions or obligations arising from such licenses;

(e) All database schemas, data models, migration scripts, and seed data necessary to initialize and operate the Software;

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

(g) Complete technical documentation, including system architecture documents, design specifications, data flow diagrams, and developer guides sufficient for a competent software developer to understand, maintain, and modify the Software;

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

(i) All encryption keys, certificates, passwords, and access credentials necessary to compile, build, deploy, and operate the Software, to the extent such items are required and can be securely transmitted;

(j) All test suites, test scripts, test data, and quality assurance procedures used by Licensor in connection with the Software;

(k) A complete inventory list of all Deposit Materials, organized by category, with version numbers and date stamps; and

(l) Such additional materials as may be specified in Schedule B (Deposit Materials Inventory).

3.2 Format and Media. All Deposit Materials shall be provided in industry-standard, non-proprietary digital formats to the extent practicable. Source code files shall be provided in plain text format. All media shall be clearly labeled with the Software name, version number, deposit date, and a unique identifier. Licensor shall provide the Deposit Materials on such media or through such secure electronic transfer methods as the Escrow Agent may reasonably specify.

3.3 Completeness Requirement. The Deposit Materials shall be sufficiently complete to enable a reasonably competent software developer, using the documentation and Build Environment specifications included in the Deposit Materials, to compile, build, deploy, test, maintain, and modify the Software without access to any additional materials or resources from Licensor. Licensor represents and warrants that the Deposit Materials, taken as a whole, satisfy this completeness requirement as of each deposit date.

3.4 Version Control. Each deposit shall clearly identify the version number of the Software to which the Deposit Materials correspond. Licensor shall maintain a consistent version numbering system throughout the term of this Agreement.

4. DEPOSIT AND UPDATE PROCEDURES

4.1 Initial Deposit. Licensor shall make the Initial Deposit of the Deposit Materials with the Escrow Agent within [____] calendar days following the Effective Date. The Initial Deposit shall include all materials described in Section 3.1 corresponding to the current production version of the Software as of the Effective Date.

4.2 Update Deposits. Following the Initial Deposit, Licensor shall make Update Deposits with the Escrow Agent in accordance with the following schedule:

(a) Within [____] calendar days following each major release (i.e., a release involving a change to the first digit of the version number) of the Software;

(b) Within [____] calendar days following each minor release (i.e., a release involving a change to the second digit of the version number) of the Software;

(c) In no event less frequently than once every [____] months, regardless of whether a new release has occurred; and

(d) Within [____] calendar days following the date of any material modification to the Build Environment or any material change in third-party dependencies.

4.3 Deposit Procedures. Each deposit (whether Initial Deposit or Update Deposit) shall be accompanied by the following:

(a) A completed Deposit Confirmation Form substantially in the form attached as Schedule D;

(b) A written inventory of all materials included in the deposit;

(c) Cryptographic hash values (SHA-256 or equivalent) for all files included in the deposit;

(d) A certification by an authorized representative of Licensor that the Deposit Materials are complete and accurate as of the deposit date; and

(e) A changelog or release notes describing material changes from the immediately preceding deposit.

4.4 Acknowledgment of Receipt. The Escrow Agent shall, within five (5) Business Days following receipt of a deposit, provide written acknowledgment of receipt to both Licensor and Beneficiary. Such acknowledgment shall include confirmation of the date of receipt, the identity and quantity of media or files received, and verification that the cryptographic hash values match those provided by Licensor.

4.5 Rejection of Deposit. If the Escrow Agent determines that a deposit is incomplete, illegible, corrupted, or otherwise deficient in a manner apparent from a cursory inspection (without performing full Verification), the Escrow Agent shall notify Licensor and Beneficiary within five (5) Business Days, and Licensor shall cure such deficiency within ten (10) Business Days following receipt of such notice.

5. VERIFICATION AND TESTING

5.1 General. Beneficiary may, at its sole cost and expense (except as otherwise provided herein), request that the Escrow Agent perform Verification of the Deposit Materials at any time during the term of this Agreement. Verification may be conducted at one or more of the following levels, as selected by Beneficiary:

5.2 Level 1 Verification: Inventory and Inspection. The Escrow Agent shall confirm that the Deposit Materials include all items specified in the deposit inventory and Schedule B, that all files are readable and not corrupted, that file formats conform to the specifications set forth in Section 3.2, and that the cryptographic hash values are accurate. The Escrow Agent shall provide a written report of its findings to Licensor and Beneficiary within fifteen (15) Business Days.

5.3 Level 2 Verification: Compilation and Build. In addition to Level 1 Verification, the Escrow Agent (or a qualified third-party technical consultant engaged by the Escrow Agent) shall attempt to compile and build the Software from the Deposit Materials using the Build Environment specifications provided by Licensor. The Escrow Agent shall provide a written report detailing the results of the compilation and build process, including any errors, warnings, or failures, within thirty (30) Business Days.

5.4 Level 3 Verification: Full Functional Testing. In addition to Level 1 and Level 2 Verification, the Escrow Agent (or a qualified third-party technical consultant) shall execute the test suites included in the Deposit Materials and perform functional testing to confirm that the compiled Software operates in material conformity with the specifications and documentation included in the Deposit Materials. The Escrow Agent shall provide a comprehensive written report within forty-five (45) Business Days.

5.5 Deficiency Cure. If any Verification reveals Deficiencies in the Deposit Materials, the Escrow Agent shall promptly notify Licensor and Beneficiary in writing. Licensor shall cure all identified Deficiencies and submit corrected or supplemental Deposit Materials within [____] calendar days following receipt of such notice. The Escrow Agent shall then perform re-verification at the same level to confirm that the Deficiencies have been cured. The cost of re-verification necessitated by Licensor's Deficiencies shall be borne by Licensor.

5.6 Verification Costs. The costs of Verification shall be borne as follows:

☐ Beneficiary shall pay all Verification costs
☐ Licensor shall pay all Verification costs
☐ Verification costs shall be shared equally between Licensor and Beneficiary
☐ Other arrangement: [________________________________]

Notwithstanding the foregoing, the costs of any re-verification required due to Deficiencies attributable to Licensor shall be borne by Licensor.

5.7 Confidentiality During Verification. The Escrow Agent shall conduct all Verification activities in a secure environment and shall not disclose the contents of the Deposit Materials to any person other than those personnel directly involved in the Verification process, all of whom shall be bound by confidentiality obligations no less restrictive than those set forth in Section 10. Any third-party consultants engaged for Verification purposes shall execute a non-disclosure agreement in a form reasonably acceptable to Licensor prior to accessing the Deposit Materials.

5.8 Annual Verification. In addition to Verification requested by Beneficiary under Section 5.1, the Parties agree that the Escrow Agent shall perform a Level [____] Verification at least once during each twelve (12) month period during the term of this Agreement, at the cost of [________________________________].

6. RELEASE CONDITIONS

6.1 Release Conditions. The Escrow Agent shall release the Deposit Materials to Beneficiary upon the occurrence of any one or more of the following events (each, a "Release Condition"), subject to the procedures set forth in Section 7:

(a) Insolvency or Bankruptcy. Licensor experiences an Insolvency Event, and as a result thereof, Licensor fails to continue to perform its support, maintenance, and service obligations under the Underlying Agreement. For the avoidance of doubt, Beneficiary's rights under this Agreement are intended to be protected under 11 U.S.C. § 365(n), and Beneficiary may elect to retain its rights as a licensee of intellectual property in any bankruptcy proceeding involving Licensor, as further described in Section 18.5.

(b) Cessation of Business. Licensor ceases to conduct business operations with respect to the Software, including without limitation a decision by Licensor to discontinue the Software product line or to cease all development, maintenance, and support activities with respect to the Software, and such cessation continues for a period of [____] consecutive calendar days.

(c) Material Breach of Support and Maintenance. Licensor commits a material breach of its support, maintenance, or service level obligations under the Underlying Agreement, and such breach remains uncured for a period of [____] calendar days following written notice from Beneficiary to Licensor specifying the nature of the breach in reasonable detail.

(d) Extended Service Unavailability. For Software provided on a SaaS or hosted basis, the Software is unavailable or materially impaired for a period of [____] consecutive calendar days, not attributable to a Force Majeure Event, scheduled maintenance, or the acts or omissions of Beneficiary.

(e) Failure to Make Required Deposits. Licensor fails to make a required Initial Deposit or Update Deposit within the time periods specified in Section 4, and such failure continues for a period of [____] calendar days following written notice from Beneficiary.

(f) Assignment Without Consent. Licensor assigns or transfers its rights or obligations under the Underlying Agreement to a third party in violation of the assignment provisions of the Underlying Agreement, and such assignee fails to assume Licensor's obligations under this Agreement within [____] calendar days.

(g) Material Adverse Change in Financial Condition. Licensor experiences a material adverse change in its financial condition that, in Beneficiary's reasonable judgment, poses a significant risk to Licensor's ability to continue to perform its obligations under the Underlying Agreement, provided that Beneficiary has provided Licensor with written notice and a reasonable opportunity to demonstrate its continued ability to perform.

(h) Mutual Agreement. The Licensor and Beneficiary mutually agree in writing that a release of the Deposit Materials is appropriate.

6.2 Exclusions from Release Conditions. The following events shall not, standing alone, constitute a Release Condition:

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

(b) A Force Majeure Event, provided that Licensor resumes performance within a reasonable period following the cessation of such event;

(c) Temporary service interruptions attributable to scheduled maintenance performed in accordance with the Underlying Agreement;

(d) Disputes between the Parties regarding fees, payment, or other commercial terms that do not constitute a material breach of Licensor's core support and maintenance obligations; or

(e) Actions or omissions by Beneficiary that cause or materially contribute to the condition alleged to constitute a Release Condition.

6.3 Notice of Release Condition. Beneficiary shall provide Licensor with written notice of the occurrence of a Release Condition prior to or contemporaneously with the submission of a Release Request to the Escrow Agent. Such notice shall describe the Release Condition in reasonable detail, including the specific subsection of Section 6.1 relied upon, the date of occurrence, and the factual basis for Beneficiary's assertion.

7. RELEASE PROCEDURES

7.1 Release Request. To initiate a release, Beneficiary shall submit a Release Request to the Escrow Agent in writing (with a concurrent copy to Licensor), substantially in the form set forth in Schedule D (Release Request Form). The Release Request shall include:

(a) Identification of the specific Release Condition(s) that have occurred, with reference to the applicable subsection(s) of Section 6.1;

(b) A detailed factual statement describing the circumstances giving rise to the Release Condition, including relevant dates and supporting evidence;

(c) A sworn declaration under penalty of perjury by an authorized officer of Beneficiary attesting to the truth and accuracy of the facts stated in the Release Request; and

(d) Copies of any written notices previously provided to Licensor, evidence of cure period expiration, and any other documentation supporting the Release Request.

7.2 Notice to Licensor. Upon receipt of a Release Request, the Escrow Agent shall promptly (and in no event later than two (2) Business Days) transmit a complete copy of the Release Request and all supporting documentation to Licensor at the address specified in Section 1.1.

7.3 Licensor Objection. Licensor shall have [____] Business Days following receipt of the Release Request from the Escrow Agent (the "Objection Period") to submit a written Objection Notice to the Escrow Agent (with a concurrent copy to Beneficiary). The Objection Notice shall set forth in reasonable detail the factual and legal basis for Licensor's objection, including any evidence that the alleged Release Condition has not occurred, has been cured, or is subject to an exclusion under Section 6.2. If Licensor fails to deliver an Objection Notice within the Objection Period, Licensor shall be deemed to have consented to the release, and the Escrow Agent shall proceed to release the Deposit Materials in accordance with Section 7.5.

7.4 Emergency Release. In the event that Beneficiary submits a Release Request asserting that an emergency exists posing an imminent threat of irreparable harm to Beneficiary's business operations (an "Emergency Release Request"), the following expedited procedures shall apply:

(a) The Escrow Agent shall transmit the Emergency Release Request to Licensor within one (1) Business Day of receipt;

(b) Licensor shall have five (5) Business Days to submit an Objection Notice;

(c) If no Objection Notice is received within such five (5) Business Day period, the Escrow Agent shall release the Deposit Materials within two (2) Business Days thereafter;

(d) If Licensor submits an Objection Notice, the dispute shall be submitted to expedited arbitration in accordance with Section 17.5; and

(e) Pending resolution of the dispute, the Escrow Agent may, in its sole discretion, provide Beneficiary with supervised interim access to the Deposit Materials in a secure environment controlled by the Escrow Agent, provided that Beneficiary executes such additional confidentiality agreements as the Escrow Agent may reasonably require.

7.5 Release of Deposit Materials. Following either (a) expiration of the Objection Period without receipt of an Objection Notice, (b) withdrawal of an Objection Notice by Licensor, (c) resolution of a disputed release in favor of Beneficiary pursuant to Section 17.5, or (d) mutual written agreement of Licensor and Beneficiary, the Escrow Agent shall release a complete copy of the then-current Deposit Materials to Beneficiary within five (5) Business Days. The Escrow Agent shall retain the original Deposit Materials in the Escrow Account unless otherwise directed by the Parties.

7.6 Disputed Release Resolution. If Licensor submits a timely Objection Notice (other than in connection with an Emergency Release Request), the dispute shall be resolved as follows:

(a) The Parties shall first attempt to resolve the dispute through good faith negotiation for a period of fifteen (15) calendar days following the Escrow Agent's receipt of the Objection Notice;

(b) If the dispute is not resolved through negotiation, either Party may submit the dispute to mediation in accordance with Section 17.4;

(c) If the dispute is not resolved through mediation within thirty (30) calendar days, either Party may submit the dispute to binding arbitration in accordance with Section 17.5, or may seek judicial resolution in a court of competent jurisdiction in accordance with Section 17.2; and

(d) Pending resolution, the Escrow Agent shall continue to hold the Deposit Materials and shall not release them to either Party unless ordered to do so by a court of competent jurisdiction or an arbitral tribunal.

7.7 Partial Release. If the circumstances warrant, Beneficiary may request, and the Escrow Agent may approve, a partial release of specified portions of the Deposit Materials, subject to the same procedural requirements set forth in this Section 7.

8. POST-RELEASE LICENSE RIGHTS

8.1 License Grant Upon Release. Upon a valid release of the Deposit Materials in accordance with Section 7, Beneficiary shall automatically receive a non-exclusive, non-transferable (except as provided in Section 8.5), royalty-free license to use, copy, compile, execute, maintain, modify, and create derivative works of the Deposit Materials solely for the following purposes:

(a) To continue to use the Software for the purposes authorized under the Underlying Agreement;

(b) To maintain, support, and update the Software for Beneficiary's own internal business use;

(c) To modify or enhance the Software to correct errors, address security vulnerabilities, or adapt the Software to changes in Beneficiary's operating environment; and

(d) To deploy the Software on Beneficiary's own systems or on systems operated by authorized hosting providers on Beneficiary's behalf.

8.2 Restrictions. The license granted under Section 8.1 does not include the right to:

(a) Sublicense, sell, distribute, or otherwise make the Deposit Materials or any derivative works available to any third party, except as provided in Section 8.5;

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

(c) Reverse engineer, decompile, or disassemble any portions of the Software that are not included in the Deposit Materials; or

(d) Remove or alter any copyright notices, proprietary legends, or other ownership markings contained in the Deposit Materials.

8.3 Third-Party Components. Beneficiary's use of any third-party components included in the Deposit Materials shall be subject to the terms of the applicable third-party licenses. Beneficiary shall be solely responsible for obtaining any additional licenses or permissions required for its continued use of such third-party components following a release.

8.4 Surviving Obligations. Following a release, Beneficiary shall continue to comply with all confidentiality obligations set forth in Section 10 with respect to the Deposit Materials, subject to any modifications reasonably necessary to permit Beneficiary to exercise its rights under Section 8.1. Beneficiary shall take commercially reasonable measures to protect the Deposit Materials as Trade Secrets.

8.5 Permitted Engagement of Contractors. Notwithstanding Section 8.2(a), Beneficiary may engage qualified third-party contractors or consultants to assist Beneficiary in exercising its rights under Section 8.1, provided that each such contractor or consultant executes a written confidentiality and non-disclosure agreement in a form reasonably acceptable to Licensor (or, if Licensor is no longer operating, in a form consistent with industry standards) prior to accessing the Deposit Materials.

9. FEES AND PAYMENT

9.1 Fee Schedule. The fees payable under this Agreement shall be as set forth in Schedule A (Fee Schedule), and shall include, as applicable:

(a) Initial Deposit Fee: A one-time fee for processing and storing the Initial Deposit: $[________________________________];

(b) Annual Storage Fee: An annual fee for secure storage and maintenance of the Deposit Materials: $[________________________________], payable in advance on each anniversary of the Effective Date;

(c) Update Deposit Fee: A fee for processing each Update Deposit: $[________________________________] per deposit;

(d) Verification Fees: Fees for Verification services as follows:
- Level 1 Verification: $[________________________________]
- Level 2 Verification: $[________________________________]
- Level 3 Verification: $[________________________________]

(e) Release Fee: A fee for processing a release of the Deposit Materials: $[________________________________]; and

(f) Additional Services: Fees for any additional services not covered above, as mutually agreed in writing.

9.2 Payment Responsibility. Fees under this Agreement shall be paid as follows:

☐ All fees paid by Beneficiary
☐ All fees paid by Licensor
☐ Fees split between Licensor and Beneficiary as follows: [________________________________]
☐ Other arrangement: [________________________________]

9.3 Payment Terms. All invoices are due and payable within thirty (30) calendar days of the invoice date. All payments shall be made in United States Dollars by check, wire transfer, or electronic funds transfer to the account designated by the Escrow Agent.

9.4 Late Payment. Any payment not received when due shall bear interest at the lesser of (a) one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), or (b) the maximum rate permitted under Florida law, specifically Fla. Stat. § 687.02, which provides a maximum simple interest rate of eighteen percent (18%) per annum for amounts under Five Hundred Thousand Dollars ($500,000.00). Interest shall accrue from the date payment was due until the date payment is received in full.

9.5 Fee Adjustments. The Escrow Agent may adjust its fees upon not less than sixty (60) calendar days' prior written notice to Licensor and Beneficiary, provided that any such adjustment shall not exceed five percent (5%) per annum and shall not take effect until the next annual renewal of this Agreement.

9.6 Taxes. All fees are exclusive of applicable sales, use, value-added, or other taxes. The Party responsible for payment shall be responsible for all applicable taxes, excluding taxes based on the Escrow Agent's income.

10. CONFIDENTIALITY AND SECURITY

10.1 Confidentiality Obligations. Each Party agrees to maintain the confidentiality of all Confidential Information received from any other Party in connection with this Agreement. Without limiting the generality of the foregoing:

(a) The Escrow Agent shall not disclose, use, copy, or otherwise make available the Deposit Materials or any portion thereof to any person other than (i) those of its employees, agents, and subcontractors who have a need to know in connection with the performance of the Escrow Agent's obligations under this Agreement and who are bound by written confidentiality obligations no less restrictive than those contained herein, and (ii) as required by law, regulation, or court order;

(b) Beneficiary shall not, prior to a valid release of the Deposit Materials, have access to or receive copies of the Deposit Materials, except as expressly permitted under Section 5 (Verification and Testing) or Section 7.4 (Emergency Release);

(c) Each Party shall use commercially reasonable measures, at least as protective as those used to protect its own Confidential Information of similar sensitivity (but in no event less than reasonable care), to prevent unauthorized disclosure or use of Confidential Information; and

(d) The obligations of confidentiality set forth in this Section 10 shall survive the termination or expiration of this Agreement for a period of five (5) years, or for so long as the information qualifies as a Trade Secret under Fla. Stat. § 688.002(4), whichever is longer.

10.2 Security Requirements. The Escrow Agent shall implement and maintain the following security measures with respect to the Deposit Materials:

(a) Physical security measures, including secure, climate-controlled storage facilities with restricted access, intrusion detection, fire suppression, and 24-hour monitoring;

(b) Electronic security measures, including AES-256 (or equivalent) encryption of all Deposit Materials at rest and in transit, multi-factor authentication for access to the Escrow Account, regular security audits, and vulnerability testing;

(c) Access controls limiting access to the Deposit Materials to authorized personnel only, with individual access logging and audit trails;

(d) Redundant storage in geographically separate locations within the continental United States to protect against loss, damage, or destruction;

(e) Disaster recovery and business continuity procedures adequate to ensure the preservation of and access to the Deposit Materials in the event of a disaster affecting the Escrow Agent's primary facility; and

(f) Annual third-party security audits, the results of which shall be made available to Licensor and Beneficiary upon request, subject to appropriate confidentiality protections.

10.3 Data Breach Notification. In the event of any actual or reasonably suspected unauthorized access to, acquisition of, or disclosure of the Deposit Materials or any Personal Information contained therein, the Escrow Agent shall:

(a) Notify Licensor and Beneficiary in writing within forty-eight (48) hours of discovery of such breach or suspected breach;

(b) Cooperate with Licensor and Beneficiary in investigating the breach and mitigating its effects;

(c) Comply with all applicable data breach notification requirements under Fla. Stat. § 501.171, including notification to affected individuals within thirty (30) calendar days of determination of the breach and notification to the Florida Attorney General if the breach affects five hundred (500) or more individuals;

(d) At the Escrow Agent's sole cost and expense, provide credit monitoring services to affected individuals for a period of not less than twelve (12) months, if required by applicable law or as otherwise directed by a governmental authority; and

(e) Take all commercially reasonable steps to prevent recurrence of the breach, including implementing additional security measures as may be appropriate under the circumstances.

10.4 Compliance with Florida Information Protection Act. Each Party shall comply with the Florida Information Protection Act (Fla. Stat. § 501.171) with respect to any Personal Information contained in or accessible through the Deposit Materials. The Parties acknowledge that violations of Fla. Stat. § 501.171 may result in civil penalties of up to Five Hundred Thousand Dollars ($500,000.00) per breach, as provided therein.

11. TRADE SECRET PROTECTIONS

11.1 Acknowledgment of Trade Secret Status. The Parties acknowledge and agree that the Deposit Materials may contain Trade Secrets as defined in Fla. Stat. § 688.002(4) and protected under the Florida Uniform Trade Secrets Act (Fla. Stat. §§ 688.001-688.009) (the "Florida UTSA"). The Parties further acknowledge that the source code for the Software, including algorithms, data structures, programming techniques, and architecture, constitutes highly valuable and sensitive proprietary information of Licensor.

11.2 Reasonable Measures to Maintain Secrecy. The Parties agree that the escrow arrangement established by this Agreement, together with the confidentiality obligations set forth in Section 10, constitutes reasonable measures to maintain the secrecy of the Trade Secrets contained in the Deposit Materials, as required by Fla. Stat. § 688.002(4)(b). Without limiting the generality of the foregoing:

(a) Access to the Deposit Materials shall be strictly limited to those persons with a demonstrated need to access such materials in connection with the performance of their obligations under this Agreement;

(b) All persons granted access to the Deposit Materials shall be bound by written confidentiality obligations;

(c) The Escrow Agent shall maintain physical and electronic access logs for all access to the Deposit Materials; and

(d) The Deposit Materials shall be marked with appropriate proprietary and confidentiality legends.

11.3 Injunctive Relief. The Parties acknowledge that any breach of the confidentiality or trade secret protection provisions of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in the event of any actual or threatened breach of this Section 11 or Section 10, the aggrieved Party shall be entitled to seek injunctive relief, including temporary restraining orders, preliminary injunctions, and permanent injunctions, in any court of competent jurisdiction in the State of Florida, pursuant to Fla. Stat. § 688.003, without the necessity of proving actual damages and without the requirement of posting a bond or other security (to the maximum extent permitted by law).

11.4 Damages for Misappropriation. In addition to injunctive relief, a Party whose Trade Secrets are misappropriated shall be entitled to recover damages in accordance with Fla. Stat. § 688.004, including:

(a) Actual loss caused by the misappropriation;

(b) Unjust enrichment caused by the misappropriation that is not addressed by the actual loss calculation; and

(c) In cases of willful and malicious misappropriation, exemplary damages in an amount not exceeding twice the amount of compensatory damages awarded under subsections (a) and (b) above, as permitted by Fla. Stat. § 688.004(2).

11.5 Attorney's Fees for Trade Secret Claims. If a claim of misappropriation is made in bad faith, a motion to terminate an injunction is made or resisted in bad faith, or willful and malicious misappropriation exists, the court may award reasonable attorney's fees to the prevailing party, as provided in Fla. Stat. § 688.005.

11.6 Statute of Limitations for Trade Secret Claims. The Parties acknowledge that under Fla. Stat. § 688.007, any action for misappropriation of trade secrets must be brought within three (3) years after the misappropriation is discovered or, by the exercise of reasonable diligence, should have been discovered.

11.7 Preservation of Secrecy in Judicial Proceedings. In any judicial or arbitral proceeding arising out of or relating to this Agreement, the Parties shall take all reasonable steps to preserve the secrecy of the Trade Secrets, including seeking protective orders, in camera hearings, and sealing of records, as contemplated by Fla. Stat. § 688.006.

11.8 Federal Trade Secret Protections. In addition to protections under the Florida UTSA, the Deposit Materials may be protected under the federal Defend Trade Secrets Act (18 U.S.C. §§ 1836-1839). The Parties acknowledge and agree that remedies under state and federal trade secret law are cumulative.

11.9 Whistleblower Immunity Notice. Pursuant to 18 U.S.C. § 1833(b) of the federal Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. This notice is provided to all individuals who are parties to or perform services under this Agreement.

12. INTELLECTUAL PROPERTY

12.1 Ownership. Nothing in this Agreement shall be construed to transfer, assign, or convey any ownership rights in the Deposit Materials or the Software from Licensor to Beneficiary or the Escrow Agent. Licensor retains all right, title, and interest in and to the Deposit Materials and the Software, including all Intellectual Property Rights therein, subject only to the license rights expressly granted to Beneficiary under Section 8 upon a valid release.

12.2 No Implied Licenses. Except for the license rights expressly set forth in Section 8, no license, right, or interest in any Intellectual Property Rights of Licensor is granted or implied by this Agreement, by estoppel, by implication, or otherwise.

12.3 Escrow Agent's Limited Rights. The Escrow Agent's possession of the Deposit Materials is solely in its capacity as a custodian and bailee. The Escrow Agent acquires no ownership interest, license, or other rights in the Deposit Materials by virtue of this Agreement, except the limited right to possess, store, and handle the Deposit Materials as necessary to perform its obligations hereunder, including conducting Verification activities.

12.4 Infringement Notification. If any Party becomes aware of any actual or threatened infringement or misappropriation of the Intellectual Property Rights embodied in the Deposit Materials by a third party, such Party shall promptly notify the other Parties in writing. Licensor shall have the first right, but not the obligation, to institute and control any action to enforce such Intellectual Property Rights.

13. WARRANTIES AND DISCLAIMERS

13.1 Licensor's Warranties. Licensor represents and warrants to Beneficiary and the Escrow Agent that:

(a) Licensor is the sole and exclusive owner of the Deposit Materials, or has obtained all necessary rights and licenses to deposit the materials with the Escrow Agent and to grant the license rights contemplated by Section 8;

(b) The Deposit Materials do not, to Licensor's knowledge, infringe, misappropriate, or otherwise violate the Intellectual Property Rights of any third party;

(c) Licensor has not intentionally included in the Deposit Materials any virus, malware, trojan horse, worm, time bomb, back door, disabling device, or other malicious or harmful code;

(d) The Deposit Materials are complete and accurate as of the date of each deposit, and include all materials necessary to compile, build, deploy, and maintain the Software as described in Section 3;

(e) Licensor has the full power, authority, and legal right to enter into and perform its obligations under this Agreement; and

(f) The execution and performance of this Agreement does not conflict with or violate any other agreement, obligation, or order to which Licensor is a party or by which Licensor is bound.

13.2 Escrow Agent's Warranties. The Escrow Agent represents and warrants to Licensor and Beneficiary that:

(a) The Escrow Agent has the full power, authority, and legal right to enter into and perform its obligations under this Agreement;

(b) The Escrow Agent shall perform its obligations hereunder with reasonable care and in accordance with industry standards for technology escrow services; and

(c) The Escrow Agent maintains and shall continue to maintain adequate insurance coverage for errors and omissions, professional liability, and cyber liability.

13.3 Beneficiary's Warranties. Beneficiary represents and warrants to Licensor and the Escrow Agent that Beneficiary has the full power, authority, and legal right to enter into and perform its obligations under this Agreement.

13.4 Disclaimer of Warranties by Escrow Agent. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13.2, THE ESCROW AGENT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE DEPOSIT MATERIALS OR THE SERVICES PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY.

13.5 Disclaimer Upon Release. FOLLOWING A VALID RELEASE OF THE DEPOSIT MATERIALS UNDER SECTION 7, THE DEPOSIT MATERIALS ARE PROVIDED TO BENEFICIARY "AS IS" AND "WHERE IS." LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE CONDITION, FUNCTIONALITY, OR SUITABILITY OF THE DEPOSIT MATERIALS FOLLOWING RELEASE, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13.1.

14. INDEMNIFICATION

14.1 Licensor's Indemnification. Licensor shall defend, indemnify, and hold harmless Beneficiary and the Escrow Agent, and their respective officers, directors, employees, agents, successors, and assigns, from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

(a) Any claim that the Deposit Materials, or Beneficiary's use thereof in accordance with this Agreement, infringe, misappropriate, or otherwise violate the Intellectual Property Rights of any third party;

(b) Any breach by Licensor of its representations, warranties, or obligations under this Agreement; or

(c) Licensor's negligence or willful misconduct in connection with this Agreement.

14.2 Beneficiary's Indemnification. Beneficiary shall defend, indemnify, and hold harmless Licensor and the Escrow Agent, and their respective officers, directors, employees, agents, successors, and assigns, from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

(a) Beneficiary's use of the Deposit Materials in any manner not authorized by this Agreement or the Underlying Agreement;

(b) Any breach by Beneficiary of its representations, warranties, or obligations under this Agreement; or

(c) Beneficiary's negligence or willful misconduct in connection with this Agreement.

14.3 Escrow Agent's Indemnification. The Escrow Agent shall defend, indemnify, and hold harmless Licensor and Beneficiary, and their respective officers, directors, employees, agents, successors, and assigns, from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to the Escrow Agent's gross negligence or willful misconduct in the performance of its obligations under this Agreement.

14.4 Indemnification Procedures. The Party seeking indemnification (the "Indemnified Party") shall (a) promptly notify the indemnifying Party (the "Indemnifying Party") in writing of any claim for which indemnification is sought, (b) grant the Indemnifying Party sole control of the defense and settlement of such claim, and (c) provide reasonable cooperation and assistance to the Indemnifying Party at the Indemnifying Party's expense. The Indemnifying Party shall not settle any claim in a manner that imposes any obligation or liability on the Indemnified Party without the Indemnified Party's prior written consent, which shall not be unreasonably withheld.

15. LIMITATION OF LIABILITY

15.1 Limitation on Consequential Damages. EXCEPT WITH RESPECT TO A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14, BREACHES OF CONFIDENTIALITY UNDER SECTION 10, OR MISAPPROPRIATION OF TRADE SECRETS UNDER SECTION 11, IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap on Direct Damages. EXCEPT WITH RESPECT TO A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14, BREACHES OF CONFIDENTIALITY UNDER SECTION 10, OR MISAPPROPRIATION OF TRADE SECRETS UNDER SECTION 11:

(a) THE AGGREGATE LIABILITY OF THE ESCROW AGENT TO LICENSOR AND BENEFICIARY, COLLECTIVELY, FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO THE ESCROW AGENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM;

(b) THE AGGREGATE LIABILITY OF LICENSOR TO BENEFICIARY AND THE ESCROW AGENT, COLLECTIVELY, FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED [________________________________] DOLLARS ($[________________________________]); AND

(c) THE AGGREGATE LIABILITY OF BENEFICIARY TO LICENSOR AND THE ESCROW AGENT, COLLECTIVELY, FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED [________________________________] DOLLARS ($[________________________________]).

15.3 Essential Purpose. THE LIMITATIONS SET FORTH IN THIS SECTION 15 SHALL APPLY EVEN IF ANY REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE THAT THE FEES AND OTHER CONSIDERATION UNDER THIS AGREEMENT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS SECTION 15 AND THAT THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THE LIMITATIONS SET FORTH HEREIN.

15.4 Florida-Specific Enforceability. The Parties acknowledge that limitation of liability provisions are generally enforceable under Florida law in commercial transactions between sophisticated parties. To the extent any limitation set forth in this Section 15 is found to be unenforceable under Florida law, such limitation shall be enforced to the maximum extent permitted.

16. TERM AND TERMINATION

16.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until the earliest of:

(a) The expiration or termination of the Underlying Agreement, unless the Parties agree in writing to extend the term of this Agreement beyond such date;

(b) Mutual written agreement of all three Parties to terminate this Agreement;

(c) Termination by either Licensor or Beneficiary upon [____] calendar days' prior written notice to the other Parties, subject to Section 16.3; or

(d) The date specified in any written agreement between the Parties establishing a fixed term, which initial term shall be [________________________________].

16.2 Automatic Renewal. Unless terminated in accordance with Section 16.1, this Agreement shall automatically renew for successive one (1) year periods on each anniversary of the Effective Date, unless either Licensor or Beneficiary provides written notice of non-renewal to the Escrow Agent and the other Party not less than sixty (60) calendar days prior to the end of the then-current term.

16.3 Termination by Escrow Agent. The Escrow Agent may terminate this Agreement upon ninety (90) calendar days' prior written notice to Licensor and Beneficiary if (a) fees payable under this Agreement remain unpaid for a period exceeding sixty (60) days following the due date, or (b) the Escrow Agent ceases to offer technology escrow services. Upon termination by the Escrow Agent, the Escrow Agent shall cooperate with the Parties to transfer the Deposit Materials to a successor escrow agent designated by the Parties.

16.4 Effect of Termination. Upon termination or expiration of this Agreement for any reason:

(a) If no release of the Deposit Materials has occurred, the Escrow Agent shall, within thirty (30) calendar days, return the Deposit Materials to Licensor and destroy all copies thereof in the Escrow Agent's possession, and shall provide written certification of such return and destruction to both Licensor and Beneficiary;

(b) If a valid release of the Deposit Materials has occurred prior to termination, Beneficiary shall retain the rights granted under Section 8, subject to the continuing obligations set forth therein;

(c) All rights and obligations of the Parties that, by their nature, should survive termination (including without limitation Sections 2, 8, 10, 11, 12, 13, 14, 15, 17, and 18) shall survive termination; and

(d) Termination shall not relieve any Party of any obligation that accrued prior to the effective date of termination, including without limitation the obligation to pay any fees that have become due.

16.5 Transition Assistance. Upon termination of this Agreement, the Escrow Agent shall provide reasonable transition assistance to facilitate the transfer of the Deposit Materials to Licensor or to a successor escrow agent, as directed by the Parties, for a period of up to sixty (60) calendar days following the effective date of termination.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any principles of conflict of laws that would cause the application of the laws of any other jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

17.2 Venue and Jurisdiction. The Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in:

☐ Miami-Dade County, Florida
☐ Hillsborough County (Tampa), Florida
☐ Orange County (Orlando), Florida
☐ Broward County (Fort Lauderdale), Florida

for any action or proceeding arising out of or relating to this Agreement. Each Party irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and any claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

17.3 JURY WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE 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, CLAIM, OR COUNTERCLAIM ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, OR ANY AMENDMENT, INSTRUMENT, DOCUMENT, OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH, OR ARISING OUT OF ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF ANY PARTY HERETO. THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY'S AGREEMENT TO ENTER INTO THIS AGREEMENT. EACH PARTY CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS WAIVER PROVISION. EACH PARTY HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THE MEANING AND EFFECT OF THIS WAIVER.

17.4 Mediation. Prior to initiating any litigation or arbitration, the Parties shall attempt to resolve any dispute arising under this Agreement through good faith mediation administered by the American Arbitration Association ("AAA") or JAMS in accordance with their respective mediation rules. The mediation shall be held in [________________________________], Florida. The costs of mediation shall be shared equally between the disputing Parties.

17.5 Arbitration. If the Parties are unable to resolve a dispute through mediation within thirty (30) calendar days following the commencement of mediation, either Party may submit the dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the AAA. The arbitration shall be conducted by a single arbitrator with experience in technology and intellectual property matters, selected in accordance with the AAA rules. The arbitration shall be held in [________________________________], Florida. The arbitrator's decision shall be final and binding on the Parties and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, the Parties may agree in writing to submit a dispute directly to litigation in lieu of arbitration.

17.6 Injunctive Relief Exception. Notwithstanding any provision of this Agreement to the contrary, any Party may seek injunctive or other equitable relief in any court of competent jurisdiction at any time to protect its Intellectual Property Rights, Trade Secrets, or Confidential Information, without first resorting to mediation or arbitration, and without the requirement of posting a bond or other security to the maximum extent permitted by Florida law.

17.7 Prevailing Party Attorney's Fees. In any action, proceeding, or arbitration arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, in accordance with Florida law. This provision is intended to modify the default "American Rule" on attorneys' fees and shall apply to all claims, whether sounding in contract, tort, or otherwise. The Parties acknowledge the provisions of Fla. Stat. § 57.105 regarding sanctions for frivolous claims and defenses.

18. FLORIDA-SPECIFIC PROVISIONS

18.1 Florida Electronic Signature Act. This Agreement may be executed by electronic signature in accordance with the Florida Electronic Signature Act (Fla. Stat. § 668.50). The Parties agree that electronic signatures shall have the same legal force and effect as original handwritten signatures for all purposes, including admissibility in evidence. Each Party represents that it has the technical capability to receive and store electronic records in connection with this Agreement.

18.2 Florida Deceptive and Unfair Trade Practices Act (FDUTPA). The Parties acknowledge and agree that nothing in this Agreement shall be construed to authorize or permit any conduct that would constitute a violation of the Florida Deceptive and Unfair Trade Practices Act (Fla. Stat. §§ 501.201-501.213) (the "FDUTPA"). The Parties further acknowledge that to the extent any claims under the FDUTPA arise from conduct independent of trade secret misappropriation, such claims are not preempted by the Florida UTSA and may be pursued in addition to any claims under the Florida UTSA. Remedies available under the FDUTPA include declaratory relief, injunctive relief, and actual damages, as provided in Fla. Stat. § 501.211.

18.3 Florida Computer Crimes Act. The Parties acknowledge that unauthorized access to, modification of, or destruction of the Deposit Materials may constitute violations of the Florida Computer Crimes Act (Fla. Stat. §§ 815.01-815.07), which provides for both criminal penalties and civil remedies. Any Party that is the victim of a violation of the Florida Computer Crimes Act in connection with the Deposit Materials shall be entitled to pursue all remedies available under such Act, including civil damages, in addition to any other remedies available under this Agreement or at law.

18.4 Florida Statute of Limitations. The Parties acknowledge the following statutes of limitations applicable to claims arising under this Agreement:

(a) Claims for breach of a written contract: five (5) years from the date of breach, pursuant to Fla. Stat. § 95.11(2)(b);

(b) Claims for misappropriation of trade secrets: three (3) years from the date of discovery or when the misappropriation should have been discovered through reasonable diligence, pursuant to Fla. Stat. § 688.007; and

(c) Claims under the FDUTPA: four (4) years from the date the cause of action accrues, pursuant to Fla. Stat. § 95.11(3)(f).

18.5 Bankruptcy Protections (11 U.S.C. § 365(n)). The Parties acknowledge and agree that the source code, documentation, and related materials constituting the Deposit Materials are "intellectual property" as defined in 11 U.S.C. § 101(35A), and that Beneficiary's rights under this Agreement constitute rights of a licensee of intellectual property under 11 U.S.C. § 365(n). In the event that Licensor becomes a debtor in a bankruptcy proceeding, Beneficiary may elect to retain its rights under this Agreement as provided in 11 U.S.C. § 365(n)(1)(B), including the right to continue to use the intellectual property, subject to Beneficiary's continued payment of royalties or other fees due under this Agreement and the Underlying Agreement. No trustee, debtor-in-possession, or other representative of Licensor's estate may interfere with Beneficiary's rights under 11 U.S.C. § 365(n).

18.6 Florida Hurricanes and Force Majeure. Given Florida's exposure to hurricanes and tropical weather events, the Parties acknowledge that the Escrow Agent's obligations to maintain the Deposit Materials include implementing hurricane preparedness and disaster recovery measures appropriate to the Escrow Agent's geographic location within the State of Florida, including maintaining off-site backup copies of the Deposit Materials at a geographically separate facility.

18.7 Compliance with Florida Public Records Law. To the extent that any Party is a public agency or instrumentality of the State of Florida, the Parties acknowledge that certain records may be subject to disclosure under Florida's Public Records Law (Fla. Stat. Chapter 119). The Parties shall cooperate to seek appropriate exemptions for Trade Secrets and Confidential Information pursuant to Fla. Stat. § 812.081 and other applicable exemptions.

18.8 Florida Venue Selection. The Parties have selected Florida as the venue and governing law for this Agreement based on the following considerations: [________________________________]. The Parties represent that the selection of Florida law and venue is not unconscionable, was made in good faith, and reflects a reasonable connection between the transaction and the State of Florida.

19. MISCELLANEOUS

19.1 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by nationally recognized overnight courier (such as FedEx or UPS), (c) sent by United States certified mail, return receipt requested, postage prepaid, or (d) sent by email with confirmation of receipt, to the addresses set forth in Section 1.1, or to such other address as any Party may designate by written notice to the other Parties. Notices shall be effective (i) when delivered personally, (ii) one (1) Business Day after deposit with an overnight courier, (iii) three (3) Business Days after mailing by certified mail, or (iv) upon confirmation of receipt if sent by email.

19.2 Entire Agreement. This Agreement, together with the Underlying Agreement and all Schedules attached hereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to such subject matter. In the event of any conflict between this Agreement and the Underlying Agreement with respect to escrow-related matters, this Agreement shall control.

19.3 Amendments and Waivers. No amendment, modification, or supplement to this Agreement shall be effective unless made in writing and signed by all three Parties. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Party against whom such waiver is sought to be enforced. No failure or delay in exercising any right or remedy under this Agreement shall operate as a waiver thereof.

19.4 Assignment. Neither Licensor nor Beneficiary may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party and the Escrow Agent, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that either Licensor or Beneficiary may assign this Agreement without such consent to (a) an Affiliate, or (b) a successor in connection with a merger, acquisition, or sale of all or substantially all of such Party's assets, provided that the assignee agrees in writing to be bound by all terms of this Agreement. The Escrow Agent may not assign or delegate its obligations under this Agreement without the prior written consent of both Licensor and Beneficiary. Any attempted assignment in violation of this Section shall be null and void.

19.5 Force Majeure. No Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by a Force Majeure Event, provided that the affected Party (a) gives prompt written notice to the other Parties of the Force Majeure Event and its expected duration, (b) uses commercially reasonable efforts to mitigate the effects of the Force Majeure Event, and (c) resumes performance promptly upon cessation of the Force Majeure Event. If a Force Majeure Event continues for more than ninety (90) consecutive calendar days, any Party not affected by the Force Majeure Event may terminate this Agreement upon thirty (30) calendar days' written notice.

19.6 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the Parties, and the remaining provisions of this Agreement shall continue in full force and effect.

19.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic means (including by email transmission of PDF or similar format) shall be legal, valid, and binding for all purposes.

19.8 No Third-Party Beneficiaries. Except as expressly provided herein, this Agreement is not intended to and shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.

19.9 Relationship of the Parties. The Escrow Agent is an independent contractor and is not an agent, partner, joint venturer, or fiduciary of either Licensor or Beneficiary. Nothing in this Agreement shall be construed to create any agency, partnership, joint venture, or fiduciary relationship among the Parties.

19.10 Headings. The headings in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

19.11 Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction against the Party causing the Agreement to be drafted. The words "include," "including," and "such as" shall be deemed to be followed by the phrase "without limitation."

19.12 Order of Precedence. In the event of any conflict between or among the provisions of this Agreement, the Underlying Agreement, and the Schedules hereto, the following order of precedence shall apply: (a) this Agreement (excluding Schedules); (b) the Schedules to this Agreement; and (c) the Underlying Agreement.

20. SIGNATURES

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

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

SCHEDULE B: DEPOSIT MATERIALS INVENTORY

Additional items may be listed on supplemental pages attached hereto and incorporated herein by reference.

SCHEDULE C: VERIFICATION LEVELS AND PROCEDURES

Level 1: Inventory and Inspection
- Confirm receipt of all listed items
- Verify file readability and integrity
- Validate cryptographic hash values
- Confirm format compliance
- Estimated timeframe: [____] Business Days
- Cost: Per Schedule A

Level 2: Compilation and Build
- All Level 1 procedures, plus:
- Set up Build Environment per Licensor specifications
- Attempt compilation of source code
- Attempt build of executable
- Document all errors, warnings, and dependencies
- Estimated timeframe: [____] Business Days
- Cost: Per Schedule A

Level 3: Full Functional Testing
- All Level 1 and Level 2 procedures, plus:
- Execute included test suites
- Perform functional testing against specifications
- Validate deployment procedures
- Test critical application workflows
- Estimated timeframe: [____] Business Days
- Cost: Per Schedule A

SCHEDULE D: RELEASE REQUEST FORM AND OBJECTION PROCEDURE

RELEASE REQUEST FORM

Date: [__/__/____]

To: [________________________________] (Escrow Agent)
From: [________________________________] (Beneficiary)
Re: Release Request under Source Code Escrow Agreement dated [__/__/____]

Agreement Number: [________________________________]

1. Release Condition(s) Asserted (check all that apply):

☐ Section 6.1(a): Insolvency or Bankruptcy
☐ Section 6.1(b): Cessation of Business
☐ Section 6.1(c): Material Breach of Support and Maintenance
☐ Section 6.1(d): Extended Service Unavailability
☐ Section 6.1(e): Failure to Make Required Deposits
☐ Section 6.1(f): Assignment Without Consent
☐ Section 6.1(g): Material Adverse Change in Financial Condition
☐ Section 6.1(h): Mutual Agreement

2. Factual Basis:

[________________________________]
[________________________________]
[________________________________]
[________________________________]

3. Supporting Documentation Attached:

☐ Written notices to Licensor (with proof of delivery)
☐ Evidence of cure period expiration
☐ Court filings or public records (if applicable)
☐ Service level reports (if applicable)
☐ Financial documentation (if applicable)
☐ Other: [________________________________]

4. Emergency Release Requested:

☐ Yes — Describe the imminent threat of irreparable harm: [________________________________]
☐ No — Standard release procedures apply

5. Declaration:

I, the undersigned, an authorized officer of Beneficiary, hereby declare under penalty of perjury under the laws of the State of Florida that the foregoing statements are true and correct to the best of my knowledge, information, and belief.

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

OBJECTION PROCEDURE

Upon receipt of a Release Request, Licensor may object by submitting an Objection Notice within the applicable Objection Period. The Objection Notice must include:

1. Specific identification of each Release Condition contested
2. Detailed factual basis for each objection
3. Supporting documentation
4. Proposed resolution (if any)

The Escrow Agent shall transmit the Objection Notice to Beneficiary within two (2) Business Days of receipt. The dispute shall then be resolved in accordance with Sections 7.3 through 7.6 of this Agreement.

This Source Code Escrow Agreement template is provided for informational purposes only and does not constitute legal advice. This template must be reviewed, customized, and approved by a qualified attorney licensed in the State of Florida before use. Laws and regulations may change, and the applicability of this template to specific circumstances should be confirmed by legal counsel. Do not execute this Agreement without professional legal review.

Template prepared for use on the ezel.ai platform.
Florida Jurisdiction — Last Updated: 2026-02-27