SOURCE CODE ESCROW AGREEMENT

State of Georgia

Governed by the Laws of the State of Georgia

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. Georgia-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: [________________________________], Georgia [____]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

(b) Beneficiary:

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

(c) Escrow Agent:

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

Each 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;

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 in accordance with the terms and conditions of this Agreement;

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 Georgia are authorized or required by law to be closed.

2.4 "Confidential Information" means any and all information disclosed by one Party to another in connection with this Agreement that is designated as confidential or proprietary, or that by its nature or the circumstances of its disclosure reasonably should be understood to be confidential, including the Deposit Materials, the terms of this Agreement, and any technical, business, or financial information.

2.5 "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.

2.6 "Deficiency" means any failure of the Deposit Materials to satisfy the requirements of completeness, accuracy, or functionality as specified in this Agreement.

2.7 "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 by Licensor with the Escrow Agent pursuant to this Agreement, as further described in Section 3 and Schedule B.

2.8 "Effective Date" has the meaning set forth in the preamble.

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

2.10 "Force Majeure Event" means any event beyond the reasonable control of a Party, including acts of God, natural disasters, epidemics, pandemics, war, terrorism, government actions, fire, flood, power failures, internet or telecommunications failures, or cyberattacks, provided that the affected Party uses commercially reasonable efforts to mitigate the effects thereof.

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

2.12 "Insolvency Event" means any of the following: (a) a Party files a voluntary petition in bankruptcy; (b) a Party makes a general assignment for the benefit of creditors; (c) a receiver, trustee, or liquidator is appointed for a Party; (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.

2.13 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and all other intellectual property rights, whether registered or unregistered.

2.14 "Personal Information" means an individual's first name or first initial and last name in combination with data elements as defined under O.C.G.A. § 10-1-911.

2.15 "Release Conditions" means the events specified in Section 6 that entitle Beneficiary to receive the Deposit Materials.

2.16 "Release Request" means a formal written request from Beneficiary to the Escrow Agent seeking release of the Deposit Materials.

2.17 "Trade Secret" has the meaning set forth in O.C.G.A. § 10-1-761(4), being information, without regard to form, that derives economic value from not being generally known or readily ascertainable and is the subject of reasonable efforts to maintain its secrecy.

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

2.19 "Update Deposit" means any deposit of Deposit Materials made subsequent to the Initial Deposit.

2.20 "Verification" means the process described in Section 5.

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;

(d) All third-party software components, libraries, and dependencies, together with copies of all applicable third-party 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;

(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;

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

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

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

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 in plain text format. All media shall be clearly labeled with the Software name, version number, deposit date, and unique identifier.

3.3 Completeness Requirement. The Deposit Materials shall be sufficiently complete to enable a reasonably competent software developer to compile, build, deploy, test, maintain, and modify the Software without access to additional materials from Licensor.

4. DEPOSIT AND UPDATE PROCEDURES

4.1 Initial Deposit. Licensor shall make the Initial Deposit 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.

4.2 Update Deposits. Following the Initial Deposit, Licensor shall make Update Deposits as follows:

(a) Within [____] calendar days following each major release of the Software;

(b) Within [____] calendar days following each minor release;

(c) In no event less frequently than once every [____] months; and

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

4.3 Deposit Procedures. Each deposit shall be accompanied by:

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

(b) A written inventory of all included materials;

(c) Cryptographic hash values (SHA-256 or equivalent) for all files;

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

(e) A changelog describing material changes from the preceding deposit.

4.4 Acknowledgment of Receipt. The Escrow Agent shall provide written acknowledgment of receipt to Licensor and Beneficiary within five (5) Business Days.

4.5 Rejection of Deposit. If the Escrow Agent determines a deposit is incomplete or corrupted, the Escrow Agent shall notify Licensor and Beneficiary within five (5) Business Days, and Licensor shall cure such deficiency within ten (10) Business Days.

5. VERIFICATION AND TESTING

5.1 General. Beneficiary may request Verification of the Deposit Materials at any time during the term at its sole cost and expense (except as otherwise provided herein).

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, and that hash values are accurate. Written report within fifteen (15) Business Days.

5.3 Level 2 Verification: Compilation and Build. In addition to Level 1, the Escrow Agent or a qualified third-party consultant shall attempt to compile and build the Software using the Build Environment specifications. Written report within thirty (30) Business Days.

5.4 Level 3 Verification: Full Functional Testing. In addition to Level 1 and Level 2, the Escrow Agent or consultant shall execute test suites and perform functional testing to confirm the Software operates in material conformity with specifications. Written report within forty-five (45) Business Days.

5.5 Deficiency Cure. If Verification reveals Deficiencies, the Escrow Agent shall notify Licensor and Beneficiary in writing. Licensor shall cure all Deficiencies within [____] calendar days. The cost of re-verification necessitated by Licensor's Deficiencies shall be borne by Licensor.

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

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

5.7 Confidentiality During Verification. The Escrow Agent shall conduct all Verification in a secure environment. Third-party consultants shall execute a non-disclosure agreement acceptable to Licensor before accessing the Deposit Materials.

6. RELEASE CONDITIONS

6.1 Release Conditions. The Escrow Agent shall release the Deposit Materials to Beneficiary upon the occurrence of any of the following events, subject to the procedures in Section 7:

(a) Insolvency or Bankruptcy. Licensor experiences an Insolvency Event and fails to continue to perform its support and maintenance obligations under the Underlying Agreement. Beneficiary's rights are intended to be protected under 11 U.S.C. § 365(n).

(b) Cessation of Business. Licensor ceases to conduct business operations with respect to the Software 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 obligations under the Underlying Agreement, and such breach remains uncured for [____] calendar days following written notice from Beneficiary.

(d) Extended Service Unavailability. For SaaS or hosted Software, the Software is unavailable or materially impaired for [____] consecutive calendar days, not attributable to Force Majeure Events, scheduled maintenance, or Beneficiary's acts.

(e) Failure to Make Required Deposits. Licensor fails to make a required deposit within the specified time and such failure continues for [____] calendar days following written notice.

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

(g) Mutual Agreement. Licensor and Beneficiary mutually agree in writing to a release.

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

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

(b) A Force Majeure Event where Licensor resumes performance within a reasonable period;

(c) Temporary service interruptions for scheduled maintenance; or

(d) Commercial disputes regarding fees that do not constitute material breach of core obligations.

7. RELEASE PROCEDURES

7.1 Release Request. Beneficiary shall submit a Release Request to the Escrow Agent in writing (with copy to Licensor), substantially in the form of Schedule D, including:

(a) Identification of the specific Release Condition(s);

(b) A detailed factual statement with supporting evidence;

(c) A sworn declaration under penalty of perjury by an authorized officer of Beneficiary; and

(d) Copies of all notices previously provided to Licensor.

7.2 Notice to Licensor. The Escrow Agent shall transmit a complete copy of the Release Request to Licensor within two (2) Business Days.

7.3 Licensor Objection. Licensor shall have [____] Business Days following receipt to submit an Objection Notice to the Escrow Agent (with copy to Beneficiary). If Licensor fails to deliver an Objection Notice within such period, Licensor shall be deemed to have consented.

7.4 Emergency Release. For Emergency Release Requests asserting imminent irreparable harm:

(a) The Escrow Agent shall transmit the request to Licensor within one (1) Business Day;

(b) Licensor shall have five (5) Business Days to object;

(c) If no objection, the Escrow Agent shall release within two (2) Business Days;

(d) If objection, the dispute shall proceed to expedited arbitration per Section 17.5; and

(e) Pending resolution, the Escrow Agent may provide supervised interim access in a secure environment.

7.5 Release of Deposit Materials. Following consent (express or deemed), withdrawal of objection, or resolution in Beneficiary's favor, the Escrow Agent shall release a complete copy of the Deposit Materials within five (5) Business Days.

7.6 Disputed Release. If Licensor submits a timely Objection Notice, the dispute shall be resolved through the process set forth in Sections 17.4 and 17.5. Pending resolution, the Escrow Agent shall continue to hold the Deposit Materials.

8. POST-RELEASE LICENSE RIGHTS

8.1 License Grant. Upon valid release, Beneficiary shall 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:

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

(b) Maintaining, supporting, and updating the Software for Beneficiary's internal business use;

(c) Correcting errors, addressing security vulnerabilities, or adapting the Software to changes in Beneficiary's operating environment; and

(d) Deploying the Software on Beneficiary's systems or authorized hosting providers.

8.2 Restrictions. The license does not include the right to:

(a) Sublicense, sell, or distribute the Deposit Materials to third parties;

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

(c) Reverse engineer portions not included in the Deposit Materials; or

(d) Remove copyright notices or proprietary markings.

8.3 Third-Party Components. Beneficiary shall comply with all applicable third-party licenses and is responsible for obtaining any additional licenses required.

8.4 Surviving Obligations. Following release, Beneficiary shall continue to comply with confidentiality obligations in Section 10.

8.5 Permitted Contractors. Beneficiary may engage qualified third-party contractors to assist in exercising its rights, provided each contractor executes a confidentiality agreement acceptable to Licensor.

9. FEES AND PAYMENT

9.1 Fee Schedule. Fees shall be as set forth in Schedule A, including:

(a) Initial Deposit Fee: $[________________________________];

(b) Annual Storage Fee: $[________________________________], payable in advance annually;

(c) Update Deposit Fee: $[________________________________] per deposit;

(d) Verification Fees: Level 1: $[________________________________]; Level 2: $[________________________________]; Level 3: $[________________________________];

(e) Release Fee: $[________________________________]; and

(f) Additional Services: As mutually agreed.

9.2 Payment Responsibility.

☐ All fees paid by Beneficiary
☐ All fees paid by Licensor
☐ Fees split as follows: [________________________________]

9.3 Payment Terms. All invoices are due within thirty (30) calendar days of the invoice date, payable in United States Dollars.

9.4 Late Payment. Overdue payments shall bear interest at the lesser of (a) one and one-half percent (1.5%) per month, or (b) the maximum rate permitted under Georgia law. The legal rate of interest in Georgia is seven percent (7%) per annum pursuant to O.C.G.A. § 7-4-2. For written contracts, parties may agree to a rate not exceeding five percent (5%) per month or sixty percent (60%) per annum on amounts of Three Thousand Dollars ($3,000.00) or less, or any rate on amounts exceeding Three Thousand Dollars ($3,000.00), pursuant to O.C.G.A. § 7-4-2. Interest shall accrue from the date payment was due until paid in full.

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

9.6 Taxes. All fees are exclusive of applicable taxes, which shall be the responsibility of the paying Party.

10. CONFIDENTIALITY AND SECURITY

10.1 Confidentiality Obligations. Each Party shall maintain the confidentiality of all Confidential Information received from any other Party. The Escrow Agent shall not disclose, use, or copy the Deposit Materials except as necessary to perform its obligations. Each Party shall use commercially reasonable measures to prevent unauthorized disclosure. Confidentiality obligations survive for five (5) years after termination, or for so long as the information qualifies as a Trade Secret under Georgia law, whichever is longer.

10.2 Security Requirements. The Escrow Agent shall implement and maintain:

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

(b) Electronic security including AES-256 encryption at rest and in transit, multi-factor authentication, and regular security audits;

(c) Access controls with individual logging and audit trails;

(d) Redundant storage in geographically separate locations;

(e) Disaster recovery and business continuity procedures; and

(f) Annual third-party security audits available to the Parties upon request.

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

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

(b) Cooperate in investigating and mitigating the breach;

(c) Comply with all applicable data breach notification requirements under O.C.G.A. § 10-1-912, including notification to affected individuals in the most expedient time possible and without unreasonable delay; and

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

10.4 Georgia Data Breach Law. The Parties acknowledge that O.C.G.A. § 10-1-912 requires notification to Georgia residents whose unencrypted personal information was or is reasonably believed to have been acquired by an unauthorized person. Failure to provide notification may result in civil penalties and enforcement by the Georgia Attorney General.

11. TRADE SECRET PROTECTIONS

11.1 Acknowledgment of Trade Secret Status. The Parties acknowledge that the Deposit Materials may contain Trade Secrets as defined in O.C.G.A. § 10-1-761(4) and protected under the Georgia Trade Secrets Act (O.C.G.A. §§ 10-1-760 to 10-1-767). A trade secret under Georgia law is information that derives economic value from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

11.2 Reasonable Measures. The Parties agree that the escrow arrangement and the confidentiality obligations constitute reasonable measures to maintain secrecy. Access to the Deposit Materials shall be strictly limited, and all persons with access shall be bound by written confidentiality obligations.

11.3 Injunctive Relief. In the event of actual or threatened misappropriation of Trade Secrets, the aggrieved Party shall be entitled to seek injunctive relief pursuant to O.C.G.A. § 10-1-762, including temporary restraining orders, preliminary injunctions, and permanent injunctions, without posting a bond to the maximum extent permitted by law. Georgia courts may grant injunctive relief to prevent actual or threatened misappropriation, and such injunctive relief may be conditioned upon payment of reasonable royalties for no longer than the period of time for which use could have been prohibited.

11.4 Damages. A Party whose Trade Secrets are misappropriated may recover damages under O.C.G.A. § 10-1-763, including actual loss and unjust enrichment not addressed by the actual loss calculation. In cases of willful and malicious misappropriation, the court may award exemplary damages not exceeding twice any award of compensatory damages, plus reasonable attorney's fees pursuant to O.C.G.A. § 10-1-764.

11.5 Statute of Limitations. Under O.C.G.A. § 10-1-766, an action for misappropriation must be brought within five (5) years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered.

11.6 Preservation of Secrecy in Proceedings. In any judicial or arbitral proceeding, the Parties shall seek protective orders and other measures to preserve the secrecy of Trade Secrets, as contemplated by O.C.G.A. § 10-1-765.

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

11.8 Whistleblower Immunity Notice. Pursuant to 18 U.S.C. § 1833(b), an individual shall not be held liable under any trade secret law for disclosing a trade secret in confidence to a government official or attorney solely for reporting or investigating a suspected violation of law, or in a sealed court filing.

12. INTELLECTUAL PROPERTY

12.1 Ownership. Nothing in this Agreement transfers ownership of the Deposit Materials or Software from Licensor. Licensor retains all right, title, and interest, subject only to the license rights granted under Section 8 upon valid release.

12.2 No Implied Licenses. Except as expressly stated in Section 8, no license or right in Licensor's Intellectual Property Rights is granted or implied.

12.3 Escrow Agent's Limited Rights. The Escrow Agent acquires no ownership interest or license in the Deposit Materials, holding them solely as custodian.

12.4 Infringement Notification. Any Party aware of actual or threatened infringement shall notify the other Parties. Licensor has the first right to pursue enforcement.

13. WARRANTIES AND DISCLAIMERS

13.1 Licensor's Warranties. Licensor represents and warrants that:

(a) Licensor is the sole owner of the Deposit Materials, or has obtained all necessary rights to deposit them and grant the license under Section 8;

(b) The Deposit Materials do not, to Licensor's knowledge, infringe any third-party Intellectual Property Rights;

(c) Licensor has not intentionally included any virus, malware, or harmful code in the Deposit Materials;

(d) The Deposit Materials are complete and accurate as of each deposit date;

(e) Licensor has full power and authority to enter into and perform this Agreement; and

(f) This Agreement does not conflict with any other agreement to which Licensor is bound.

13.2 Escrow Agent's Warranties. The Escrow Agent warrants that it has the authority to enter into this Agreement, shall perform with reasonable care and in accordance with industry standards, and maintains adequate insurance coverage.

13.3 Beneficiary's Warranties. Beneficiary warrants that it has full authority to enter into this Agreement.

13.4 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13.2, THE ESCROW AGENT MAKES NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

13.5 RELEASE DISCLAIMER. FOLLOWING A VALID RELEASE, THE DEPOSIT MATERIALS ARE PROVIDED "AS IS" AND "WHERE IS." LICENSOR MAKES NO WARRANTIES REGARDING CONDITION OR SUITABILITY FOLLOWING RELEASE.

14. INDEMNIFICATION

14.1 Licensor's Indemnification. Licensor shall indemnify and hold harmless Beneficiary and the Escrow Agent from claims arising out of (a) infringement of third-party Intellectual Property Rights by the Deposit Materials, (b) breach of Licensor's warranties or obligations, or (c) Licensor's negligence or willful misconduct.

14.2 Beneficiary's Indemnification. Beneficiary shall indemnify and hold harmless Licensor and the Escrow Agent from claims arising out of (a) unauthorized use of the Deposit Materials, (b) breach of Beneficiary's warranties or obligations, or (c) Beneficiary's negligence or willful misconduct.

14.3 Escrow Agent's Indemnification. The Escrow Agent shall indemnify and hold harmless Licensor and Beneficiary from claims arising out of the Escrow Agent's gross negligence or willful misconduct.

14.4 Procedures. The Indemnified Party shall promptly notify the Indemnifying Party, grant sole control of the defense, and provide reasonable cooperation. The Indemnifying Party shall not settle in a manner that imposes obligations on the Indemnified Party without consent.

15. LIMITATION OF LIABILITY

15.1 Limitation on Consequential Damages. EXCEPT FOR INDEMNIFICATION UNDER SECTION 14, CONFIDENTIALITY BREACHES UNDER SECTION 10, OR TRADE SECRET MISAPPROPRIATION UNDER SECTION 11, NO PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY.

15.2 Cap on Direct Damages.

(a) The Escrow Agent's aggregate liability shall not exceed the total fees paid to the Escrow Agent during the twelve (12) months preceding the claim;

(b) Licensor's aggregate liability shall not exceed [________________________________] Dollars ($[________________________________]); and

(c) Beneficiary's aggregate liability shall not exceed [________________________________] Dollars ($[________________________________]).

15.3 Essential Purpose. These limitations apply even if any remedy fails of its essential purpose. The Parties acknowledge the fees reflect this allocation of risk.

15.4 Georgia Enforceability. Limitation of liability provisions are generally enforceable under Georgia law in commercial transactions between sophisticated parties.

16. TERM AND TERMINATION

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

16.2 Automatic Renewal. Unless terminated, this Agreement renews for successive one (1) year periods unless a Party provides sixty (60) days' written notice of non-renewal.

16.3 Termination by Escrow Agent. The Escrow Agent may terminate upon ninety (90) days' notice for nonpayment exceeding sixty (60) days or cessation of escrow services.

16.4 Effect of Termination. Upon termination: (a) if no release has occurred, the Escrow Agent shall return the Deposit Materials to Licensor and destroy all copies within thirty (30) days; (b) if a valid release has occurred, Beneficiary retains its rights under Section 8; (c) surviving sections include 2, 8, 10, 11, 12, 13, 14, 15, 17, and 18; and (d) accrued obligations survive.

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 Georgia, without giving effect to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

17.2 Venue and Jurisdiction. The Parties consent to exclusive jurisdiction and venue in the state and federal courts located in Fulton County (Atlanta), Georgia, or in such other Georgia county as the Parties may agree: [________________________________]. Each Party waives any objection to venue and any claim of inconvenient forum.

17.3 JURY WAIVER — CAUTIONARY NOTICE. THE PARTIES ACKNOWLEDGE THAT UNDER GEORGIA LAW, PRE-LITIGATION CONTRACTUAL WAIVERS OF THE RIGHT TO A JURY TRIAL ARE NOT ENFORCEABLE. IN BANK SOUTH, N.A. v. HOWARD, 264 Ga. 339, 444 S.E.2d 799 (1994), THE SUPREME COURT OF GEORGIA HELD THAT SUCH WAIVERS ARE UNENFORCEABLE AS A MATTER OF GEORGIA PUBLIC POLICY. ACCORDINGLY, THIS AGREEMENT DOES NOT INCLUDE AN ENFORCEABLE JURY WAIVER PROVISION. THE PARTIES ARE STRONGLY ENCOURAGED TO UTILIZE THE ARBITRATION PROVISION IN SECTION 17.5 AS AN ALTERNATIVE TO JURY TRIAL. IN THE EVENT EITHER PARTY DESIRES TO WAIVE ITS RIGHT TO A JURY TRIAL IN A SPECIFIC PENDING ACTION, SUCH WAIVER MAY BE EFFECTUATED THROUGH A POST-DISPUTE STIPULATION FILED WITH THE COURT IN ACCORDANCE WITH O.C.G.A. § 9-11-39.

17.4 Mediation. Prior to initiating litigation or arbitration, the Parties shall attempt to resolve disputes through mediation administered by the American Arbitration Association or JAMS in [________________________________], Georgia. Mediation costs shall be shared equally.

17.5 Arbitration. If mediation does not resolve the dispute within thirty (30) calendar days, either Party may submit the dispute to binding arbitration under the Commercial Arbitration Rules of the AAA. The arbitration shall be conducted by a single arbitrator experienced in technology and intellectual property matters in [________________________________], Georgia. The arbitrator's decision shall be final and binding and may be entered as a judgment. Given the unenforceability of jury waivers under Georgia law, the Parties are advised that arbitration serves as the most effective mechanism for ensuring disputes are resolved by a neutral professional rather than a lay jury.

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

17.7 Attorney's Fees. In any action arising under this Agreement, the prevailing party may recover reasonable attorney's fees. In cases of willful and malicious trade secret misappropriation, attorney's fees may be awarded under O.C.G.A. § 10-1-764.

18. GEORGIA-SPECIFIC PROVISIONS

18.1 Georgia Electronic Records and Signatures Act. This Agreement may be executed electronically in accordance with the Georgia Uniform Electronic Transactions Act (O.C.G.A. §§ 10-12-1 to 10-12-20). Electronic signatures shall have the same legal force and effect as original signatures. Pursuant to O.C.G.A. § 10-12-7, a record or signature may not be denied legal effect solely because it is in electronic form.

18.2 Georgia Fair Business Practices Act. The Parties acknowledge the Georgia Fair Business Practices Act (O.C.G.A. §§ 10-1-390 to 10-1-408), which prohibits unfair and deceptive acts or practices. Nothing in this Agreement authorizes conduct that would violate the FBPA. Intentional violations may result in treble damages. The FBPA primarily applies to consumer transactions, and its applicability to this commercial agreement should be evaluated by legal counsel.

18.3 Georgia Statute of Limitations. The Parties acknowledge:

(a) Actions on written contracts: six (6) years from breach, pursuant to O.C.G.A. § 9-3-24;

(b) Actions for trade secret misappropriation: five (5) years from discovery, pursuant to O.C.G.A. § 10-1-766; and

(c) Actions for fraud: four (4) years from discovery, pursuant to O.C.G.A. § 9-3-31.

18.4 Bankruptcy Protections. The Parties acknowledge that the Deposit Materials constitute "intellectual property" under 11 U.S.C. § 101(35A), and Beneficiary's rights are protected under 11 U.S.C. § 365(n). Beneficiary may elect to retain its rights in any bankruptcy proceeding involving Licensor.

18.5 Georgia Restrictive Covenant Considerations. To the extent any provision of this Agreement may be characterized as a restrictive covenant, the Parties acknowledge the Georgia Restrictive Covenants Act (O.C.G.A. §§ 13-8-50 to 13-8-59) and intend that such provisions be construed and enforced in accordance therewith.

18.6 Georgia Arbitration Code. The Parties acknowledge the Georgia Arbitration Code (O.C.G.A. §§ 9-9-1 et seq.) governs arbitration agreements and proceedings in Georgia. Arbitration provisions in this Agreement are enforceable under such Code and the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

19. MISCELLANEOUS

19.1 Notices. All notices shall be in writing and delivered personally, by overnight courier, by certified mail (return receipt requested), or by email with confirmation. Notices are effective upon personal delivery, one (1) Business Day after deposit with overnight courier, three (3) Business Days after mailing, or upon confirmation of email receipt.

19.2 Entire Agreement. This Agreement and the Underlying Agreement constitute the entire agreement regarding escrow matters. In the event of conflict regarding escrow matters, this Agreement controls.

19.3 Amendments. No amendment shall be effective unless in writing and signed by all three Parties. No waiver is effective unless in writing signed by the Party against whom enforcement is sought.

19.4 Assignment. Neither Licensor nor Beneficiary may assign without prior written consent of the other Party and the Escrow Agent, except to an Affiliate or successor in a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations. The Escrow Agent may not assign without consent of Licensor and Beneficiary. Unauthorized assignment is void.

19.5 Force Majeure. No Party shall be liable for delay caused by Force Majeure Events (excluding payment obligations), provided the affected Party gives prompt notice, uses commercially reasonable mitigation efforts, and resumes performance upon cessation. If a Force Majeure Event continues for ninety (90) days, any unaffected Party may terminate upon thirty (30) days' notice.

19.6 Severability. Invalid provisions shall be modified to the minimum extent necessary to be enforceable while preserving original intent.

19.7 Counterparts. This Agreement may be executed in counterparts, each an original.

19.8 No Third-Party Beneficiaries. This Agreement confers no rights on third parties.

19.9 Relationship of Parties. The Escrow Agent is an independent contractor. No agency, partnership, or fiduciary relationship is created.

19.10 Headings. Headings are for convenience only.

19.11 Construction. This Agreement shall be construed without presumption against the drafter. "Including" means "including without limitation."

20. SIGNATURES

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

LICENSOR

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Entity Name: [________________________________]

BENEFICIARY

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Entity Name: [________________________________]

ESCROW AGENT

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Entity Name: [________________________________]

21. SCHEDULES

SCHEDULE A: FEE SCHEDULE

SCHEDULE B: DEPOSIT MATERIALS INVENTORY

SCHEDULE C: VERIFICATION LEVELS AND PROCEDURES

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

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

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

SCHEDULE D: RELEASE REQUEST FORM AND OBJECTION PROCEDURE

RELEASE REQUEST FORM

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

Release Condition(s) Asserted:

☐ Section 6.1(a): Insolvency or Bankruptcy
☐ Section 6.1(b): Cessation of Business
☐ Section 6.1(c): Material Breach of Support
☐ Section 6.1(d): Extended Service Unavailability
☐ Section 6.1(e): Failure to Make Deposits
☐ Section 6.1(f): Assignment Without Consent
☐ Section 6.1(g): Mutual Agreement

Factual Basis: [________________________________]

Supporting Documentation:

☐ Written notices to Licensor
☐ Evidence of cure period expiration
☐ Court filings or public records
☐ Service level reports
☐ Other: [________________________________]

Emergency Release: ☐ Yes ☐ No

Declaration: I declare under penalty of perjury under the laws of the State of Georgia that the foregoing is true and correct.

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

This template is provided for informational purposes only and does not constitute legal advice. Review by qualified Georgia legal counsel is required before use.

Georgia Jurisdiction — Last Updated: 2026-02-27