) before final execution.
6. Have this document reviewed by qualified Idaho-licensed legal counsel before use.

JURISDICTION: ID
LAST UPDATED: 2026-02-27

IDAHO-SPECIFIC NOTES:
- Governed by Idaho law; venue in Ada County (Boise)
- Trade secrets protected under the Idaho Trade Secrets Act (Idaho Code 48-801 to 48-807)
- Electronic signatures valid under the Idaho UETA (Idaho Code 28-50-101 to 28-50-120)
- Data breach notification governed by Idaho Code 28-51-104 et seq.
- Consumer protection under the Idaho Consumer Protection Act (Idaho Code 48-601 et seq.)
- Jury waiver enforceable if knowing and voluntary under Idaho law
- Legal interest rate: 12% per annum when no contract rate (Idaho Code 28-22-104)
- Written contract statute of limitations: 5 years (Idaho Code 5-216)
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SOURCE CODE ESCROW AGREEMENT

State of Idaho

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. Idaho-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: [________________________________], a [________________________________] organized under the laws of [________________________________], with its principal place of business at [________________________________] ("Licensor");

(b) Beneficiary: [________________________________], a [________________________________] organized under the laws of [________________________________], with its principal place of business at [________________________________] ("Beneficiary"); and

(c) Escrow Agent: [________________________________], a [________________________________] organized under the laws of [________________________________], with its principal place of business at [________________________________] ("Escrow Agent").

Licensor, Beneficiary, and Escrow Agent are referred to individually as a "Party" and collectively as the "Parties."

1.2 Recitals.

WHEREAS, Licensor and Beneficiary have entered into that certain [________________________________] dated [__/__/____] (the "Master Agreement"), pursuant to which Licensor has licensed or provided access to certain proprietary software known as [________________________________] (the "Product") to Beneficiary;

WHEREAS, Beneficiary desires to ensure continued access to the source code and related materials for the Product in the event that Licensor is unable or unwilling to continue supporting the Product under the Master Agreement;

WHEREAS, Licensor is willing to deposit the source code and related materials for the Product with a neutral third-party escrow agent to provide such assurance to Beneficiary;

WHEREAS, 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) subject to the terms and conditions set forth herein;

WHEREAS, the Parties intend that this Agreement shall be governed by the laws of the State of Idaho, including the Idaho Trade Secrets Act (Idaho Code 48-801 to 48-807) with respect to the protection of the Deposit Materials as trade secrets; and

WHEREAS, the Parties desire to set forth the terms and conditions under which the Deposit Materials will be held, maintained, and potentially released.

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 "Agreement" means this Source Code Escrow Agreement, including all Schedules attached hereto, as may be amended from time to time in accordance with Section 19.5.

2.2 "Beneficiary" means the party identified as such in Section 1.1(b) and any permitted successors or assigns.

2.3 "Business Day" means any day other than a Saturday, Sunday, or a day on which banks are authorized or required to be closed in the State of Idaho.

2.4 "Confidential Information" means all non-public information disclosed by one Party to another in connection with this Agreement, including the Deposit Materials, trade secrets, business plans, customer lists, financial information, technical data, and any other proprietary information, whether disclosed orally, in writing, or in any other form.

2.5 "Deposit Materials" means all materials deposited or required to be deposited by Licensor with Escrow Agent pursuant to Section 3, including the Source Code, Object Code, Documentation, Build Environment Materials, and all Updates thereto.

2.6 "Documentation" means all technical documentation, user manuals, API documentation, architecture diagrams, database schemas, installation guides, deployment guides, and other written materials relating to the Product that are necessary to understand, compile, build, install, configure, maintain, and operate the Product.

2.7 "Effective Date" means the date first written above in Section 1.1.

2.8 "Escrow Agent" means the party identified as such in Section 1.1(c) and any permitted successors or assigns.

2.9 "Escrow Fee" means the fees payable to Escrow Agent for its services under this Agreement, as set forth in Schedule 1.

2.10 "Force Majeure Event" means any event beyond the reasonable control of the affected Party, including acts of God, fire, flood, earthquake, wildfire, epidemic, pandemic, war, terrorism, civil unrest, labor disputes (other than those involving the affected Party's own employees), government actions, power failures, internet or telecommunications failures, or failures of third-party hosting providers, but excluding any event caused by the negligence or willful misconduct of the affected Party.

2.11 "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, and any other intellectual property rights recognized under the laws of the State of Idaho, the United States, or any foreign jurisdiction.

2.12 "Licensor" means the party identified as such in Section 1.1(a) and any permitted successors or assigns.

2.13 "Master Agreement" means the underlying software license agreement, SaaS agreement, or other agreement identified in the Recitals, together with all amendments, supplements, and addenda thereto.

2.14 "Object Code" means the machine-readable compiled or interpreted version of the Source Code.

2.15 "Product" means the software product identified in the Recitals, including all modules, components, and features licensed to Beneficiary under the Master Agreement.

2.16 "Release Conditions" means the conditions specified in Section 6 under which Escrow Agent is authorized to release the Deposit Materials to Beneficiary.

2.17 "Release Event" means the occurrence of one or more of the Release Conditions specified in Section 6.

2.18 "Source Code" means the human-readable programming code for the Product, written in any programming language, from which the Object Code is derived, including all comments, annotations, and programmer notes embedded therein.

2.19 "Subscription Term" means the period during which Beneficiary is entitled to use the Product under the Master Agreement.

2.20 "Trade Secret" means information, including a formula, pattern, compilation, program, computer 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, as defined under Idaho Code Section 48-801(5).

2.21 "Update" means any new version, release, patch, hotfix, service pack, or other modification to the Deposit Materials that Licensor is required to deposit pursuant to Section 4.

2.22 "Verification" means the process of examining, testing, and validating the Deposit Materials as described in Section 5.

3. DEPOSIT MATERIALS

3.1 Scope of Deposit Materials. Licensor shall deposit with Escrow Agent a complete and accurate copy of all materials necessary to enable a reasonably skilled software developer to compile, build, install, configure, maintain, and operate the Product without the assistance or cooperation of Licensor. The Deposit Materials shall include, at a minimum, the following:

(a) Source Code. The complete source code for the Product, including all modules, libraries, frameworks, and components developed by or for Licensor, in all programming languages used, together with all comments, annotations, and programmer notes;

(b) Object Code. A current compiled or interpreted version of the Product corresponding to the version of the Source Code deposited;

(c) Build Environment Materials. All build scripts, makefiles, configuration files, compiler settings, linker settings, and other build automation tools necessary to compile the Source Code into functional Object Code, including specifications for the required build environment (operating system, compiler versions, tool chain versions);

(d) Database Materials. All database schemas, data dictionaries, stored procedures, triggers, migration scripts, seed data files, and database configuration files;

(e) API Documentation. Complete documentation of all application programming interfaces, including request and response formats, authentication mechanisms, error codes, and usage examples;

(f) Third-Party Components. A comprehensive list of all third-party software components, libraries, frameworks, and tools incorporated into or required by the Product, together with (i) the applicable license agreements or license terms for each such component, (ii) the version numbers of each component, and (iii) instructions for obtaining each component;

(g) Installation and Deployment Guides. Step-by-step instructions for installing, configuring, and deploying the Product in a production environment, including hardware and software requirements, network configuration, and security settings;

(h) Architecture Documentation. System architecture diagrams, data flow diagrams, component interaction diagrams, and other technical documentation describing the overall design and structure of the Product;

(i) Test Suites. All automated test scripts, test data, test configurations, and testing frameworks used by Licensor to verify the functionality and integrity of the Product, including unit tests, integration tests, and system tests;

(j) Version Identifiers. Clear identification of the version, release number, branch, and build number of all deposited materials, together with a changelog documenting changes from any previously deposited version; and

(k) Hash Values. SHA-256 cryptographic hash values for each file and directory deposited, generated at the time of deposit, to enable integrity verification.

3.2 Completeness Requirement. The Deposit Materials shall be sufficiently complete to enable Beneficiary, or a qualified third-party contractor engaged by Beneficiary, to independently compile, build, install, configure, and operate the Product in a manner substantially equivalent to the version of the Product then being provided to Beneficiary under the Master Agreement, without reliance on any proprietary tools, environments, or knowledge held exclusively by Licensor.

3.3 Format Requirements. All Deposit Materials shall be delivered in industry-standard, non-proprietary formats on commonly available storage media. Source code files shall be in plain text format. Documentation shall be in PDF, HTML, or Markdown format. All media shall be clearly labeled with the Product name, version number, deposit date, and Licensor's name.

3.4 Inventory. Each deposit shall be accompanied by a completed Deposit Materials Inventory in the form set forth in Schedule 2, which shall list all files and directories included in the deposit, together with a brief description of each item, file sizes, and SHA-256 hash values.

4. DEPOSIT AND UPDATE PROCEDURES

4.1 Initial Deposit. Licensor shall deliver the initial Deposit Materials to Escrow Agent within [____] calendar days after the Effective Date. The initial deposit shall include all materials described in Section 3.1 corresponding to the version of the Product then licensed or provided to Beneficiary under the Master Agreement.

4.2 Update Schedule. Following the initial deposit, Licensor shall deposit updated Deposit Materials with Escrow Agent:

(a) within [____] calendar days after each major release of the Product;

(b) within [____] calendar days after each minor release of the Product; and

(c) no less frequently than once per calendar quarter, even if no new release has occurred, to the extent any changes have been made to the Deposit Materials since the last deposit.

4.3 Deposit Delivery. Licensor shall deliver all Deposit Materials to Escrow Agent via [________________________________] (e.g., secure electronic transfer, encrypted physical media, secure cloud upload). All transmissions shall be encrypted using AES-256 or equivalent encryption, and all physical media shall be shipped via a nationally recognized overnight courier with tracking and signature confirmation.

4.4 Receipt Confirmation. Within five (5) Business Days of receiving a deposit, Escrow Agent shall (a) confirm receipt in writing to both Licensor and Beneficiary, (b) verify the integrity of the deposit by comparing SHA-256 hash values against those provided in the accompanying Deposit Materials Inventory, and (c) notify Licensor and Beneficiary of any discrepancies.

4.5 Incomplete Deposits. If Escrow Agent determines that a deposit is materially incomplete, Escrow Agent shall promptly notify both Licensor and Beneficiary. Licensor shall cure any deficiencies within [____] Business Days after receiving such notice. If Licensor fails to cure the deficiencies within such period, Beneficiary may invoke the remedies set forth in Section 6.1(e).

4.6 Licensor Representations Regarding Deposits. With each deposit, Licensor represents and warrants that (a) the Deposit Materials are complete and accurate in all material respects, (b) the Deposit Materials correspond to the version of the Product then being provided to Beneficiary under the Master Agreement, (c) the Deposit Materials include all information necessary to compile, build, install, and operate the Product as described in Section 3.2, and (d) Licensor has the legal right to deposit all materials included in the Deposit Materials.

5. VERIFICATION AND TESTING

5.1 Verification Levels. Beneficiary may request, and Escrow Agent shall perform, Verification of the Deposit Materials at any of the following levels:

(a) Level 1 -- Inventory Verification. Escrow Agent shall compare the contents of the deposit against the Deposit Materials Inventory provided by Licensor, verify that all listed files and directories are present, confirm file sizes and SHA-256 hash values, and prepare a written report. Level 1 Verification shall be completed within ten (10) Business Days of the request.

(b) Level 2 -- Compilation and Build Verification. In addition to Level 1 procedures, Escrow Agent (or a qualified third-party technical expert) shall attempt to compile and build the Source Code into functional Object Code using the build environment materials included in the deposit, document whether the build was successful, and prepare a written report. Level 2 Verification shall be completed within thirty (30) Business Days.

(c) Level 3 -- Full Functional Verification. In addition to Level 1 and Level 2 procedures, Escrow Agent (or a qualified third-party technical expert) shall install and configure the compiled Product in a test environment and execute the test suites to verify functionality. Level 3 Verification shall be completed within sixty (60) Business Days.

5.2 Verification Costs. All costs shall be borne by the requesting Party, unless the Verification reveals material deficiencies, in which case Licensor shall reimburse the requesting Party within thirty (30) days.

5.3 Deficiency Cure Period. Licensor shall cure all identified deficiencies within [____] Business Days after receiving the Verification report. Escrow Agent shall conduct a follow-up Verification at Licensor's expense.

5.4 Verification Reports. All reports shall be provided simultaneously to Licensor and Beneficiary and shall include a summary, detailed findings, deficiencies, and recommendations.

5.5 Re-Verification Rights. Beneficiary may request Verification no more than [____] times per calendar year at Beneficiary's expense, and additionally following any deposit update.

6. RELEASE CONDITIONS

6.1 Release Events. Escrow Agent shall be authorized to release the Deposit Materials to Beneficiary upon the occurrence of any of the following Release Events:

(a) Insolvency or Bankruptcy. Licensor (i) files a voluntary petition in bankruptcy under Title 11 of the United States Code or under any similar Idaho or federal insolvency law, (ii) becomes the subject of an involuntary bankruptcy petition not dismissed within sixty (60) days, (iii) makes a general assignment for the benefit of creditors, (iv) has a receiver, trustee, or custodian appointed for substantially all of its assets, (v) admits in writing its inability to pay debts as they become due, or (vi) is dissolved, liquidated, or wound up. The Parties acknowledge that pursuant to 11 U.S.C. Section 365(n), Beneficiary may retain its rights notwithstanding rejection by a trustee in bankruptcy, provided Beneficiary continues all payments due. The Deposit Materials constitute "intellectual property" as defined in 11 U.S.C. Section 101(35A).

(b) Cessation of Product Support. Licensor ceases to conduct business with respect to the Product, permanently discontinues development, maintenance, or support, or provides written notice of its intention to do so, and fails to designate a qualified successor within ninety (90) days.

(c) Material Breach of Maintenance Obligations. Licensor commits a material breach of its maintenance, support, or update obligations that remains uncured for [____] days after Beneficiary delivers written notice specifying the breach in reasonable detail.

(d) Extended Service Outage. For SaaS or cloud-based Products, Licensor fails to provide the Product at committed availability levels for [____] consecutive calendar days, not attributable to Force Majeure, Beneficiary's actions, or scheduled maintenance.

(e) Failure to Deposit or Update. Licensor fails to make the initial deposit or required Updates, and such failure remains uncured for [____] days after Beneficiary's written notice.

6.2 Exclusions from Release Events. The following shall not constitute Release Events: (a) M&A or change of control where the successor assumes Licensor's obligations; (b) Force Majeure Events where Licensor resumes performance within ninety (90) days; (c) routine scheduled maintenance within Master Agreement parameters; or (d) disputes not rising to material breach.

6.3 Bankruptcy Considerations. The Parties acknowledge that 11 U.S.C. Section 365(n) applies. Beneficiary may retain license rights and receive the Deposit Materials from Escrow Agent to the extent permitted under Section 365(n), provided Beneficiary continues payment obligations. The United States Bankruptcy Court for the District of Idaho would have jurisdiction over any such proceeding.

7. RELEASE PROCEDURES

7.1 Release Request. Beneficiary shall deliver to Escrow Agent a written Release Request (Schedule 4) including: (a) a sworn statement under penalty of perjury under Idaho law certifying the Release Event(s); (b) a detailed description of the Release Event(s); (c) copies of all notices delivered to Licensor with proof of delivery; and (d) any other supporting documentation.

7.2 Licensor Notification. Escrow Agent shall deliver the Release Request to Licensor within two (2) Business Days.

7.3 Licensor Objection Period. Licensor shall have [____] Business Days (the "Objection Period") to deliver a written objection with grounds, supporting documentation, and a sworn statement contesting the Release Event(s).

7.4 Release Without Objection. If no timely objection is received, Escrow Agent shall release the Deposit Materials within five (5) Business Days after the Objection Period expires.

7.5 Contested Release. If Licensor timely objects, Escrow Agent shall not release and shall notify both Parties. The dispute shall be resolved under Section 17. Escrow Agent shall act only in accordance with (a) written agreement of both Parties, (b) a final court order, or (c) a final arbitration award.

7.6 Emergency Release. Beneficiary may request an emergency release with a sworn statement describing emergency circumstances. If Licensor does not object within forty-eight (48) hours, Escrow Agent shall release. If Licensor objects, Beneficiary may seek emergency relief from an Idaho court.

7.7 Partial Release. Beneficiary may request release of specific portions of the Deposit Materials if reasonably separable.

8. POST-RELEASE LICENSE RIGHTS

8.1 License Grant Upon Release. Upon valid release, Licensor grants Beneficiary a non-exclusive, non-transferable (except per Section 19.2), irrevocable, perpetual (subject to Section 8.5), royalty-free license to use, copy, modify, compile, and create derivative works of the Deposit Materials solely for (a) maintaining and operating the Product for internal business purposes, (b) fixing bugs and security vulnerabilities, and (c) making modifications necessary for continued functionality.

8.2 Restrictions. (a) No commercialization, distribution, sale, or sublicensing except per Section 8.2(b); (b) Beneficiary may engage contractors with written confidentiality agreements no less protective than Section 10; (c) no use to develop competing products; (d) compliance with all third-party license terms.

8.3 Confidentiality Obligations. Confidentiality obligations survive any release per Section 10.

8.4 Third-Party Component Compliance. Beneficiary shall comply with all third-party license terms and obtain any additional licenses required.

8.5 Duration of Post-Release Rights. The license continues for the longer of (a) the remaining Subscription Term or (b) [____] years from release, after which Beneficiary shall return or destroy all copies.

9. FEES AND PAYMENT

9.1 Fee Structure. Fees shall be as set forth in Schedule 1, including: (a) Escrow Establishment Fee (one-time); (b) Annual Storage Fee (annual); (c) Update Processing Fee (per deposit); (d) Verification Fees (per level); and (e) Release Processing Fee.

9.2 Payment Responsibility. Unless otherwise agreed: (a) Establishment and Storage Fees paid by [________________________________]; (b) Update Processing Fees by Licensor; (c) Verification Fees by requesting Party; (d) Release Processing Fees by Beneficiary.

9.3 Payment Terms. Invoices payable within thirty (30) days in United States dollars by wire transfer, ACH, or check.

9.4 Late Payment. Unpaid amounts shall bear interest at the lesser of (a) one and one-half percent (1.5%) per month, or (b) the maximum rate permitted under Idaho law. Pursuant to Idaho Code Section 28-22-104, the legal rate of interest when there is no express written contract is twelve percent (12%) per annum. The legal rate on judgments is five percent (5%) plus the base rate in effect at time of entry. The right to charge interest shall not limit other remedies.

9.5 Fee Adjustments. Escrow Agent may adjust fees once per year upon sixty (60) days' written notice, with increases not exceeding five percent (5%) unless necessitated by extraordinary circumstances.

9.6 Taxes. All fees are exclusive of applicable taxes. The paying Party shall be responsible for all taxes (other than taxes based on Escrow Agent's net income), including Idaho sales tax as applicable.

10. CONFIDENTIALITY AND SECURITY

10.1 Confidential Information. Each Party acknowledges it may receive Confidential Information of the other Parties, including the Deposit Materials, agreement terms, trade secrets, business plans, financial information, customer data, and technical data.

10.2 Exclusions. Exclusions include information that (a) is publicly available through no fault of the receiver, (b) was already known without confidentiality duty, (c) is independently developed without reference to the discloser's information, or (d) is rightfully obtained from a third party without restriction.

10.3 Obligations. Each Party shall (a) hold Confidential Information in strict confidence, (b) not disclose except as permitted, (c) use only for Agreement purposes, and (d) protect with at least reasonable care.

10.4 Escrow Agent Security Requirements. Escrow Agent shall maintain: (a) AES-256 encryption at rest and TLS 1.2+ in transit; (b) need-to-know access controls with audit logging; (c) physical security with environmental controls; (d) SOC 2 Type II certification; (e) geographically separate backup; (f) disaster recovery plan with 72-hour RTO; and (g) background-checked personnel with confidentiality agreements.

10.5 Data Breach Notification. Upon any actual or suspected Security Breach, Escrow Agent shall (a) notify Licensor and Beneficiary within forty-eight (48) hours, (b) cooperate in investigation and mitigation, (c) contain and remediate the breach, and (d) comply with Idaho data breach notification requirements under Idaho Code Section 28-51-105, which requires notification to affected Idaho residents as soon as possible after an entity becomes aware that a breach has or will result in misuse of personal information. Electronic notice must be consistent with 15 U.S.C. Section 7001.

10.6 Duration. Confidentiality obligations survive for five (5) years from disclosure, or indefinitely for Trade Secrets under Idaho law.

10.7 Return or Destruction. Upon termination (other than in connection with a release), each Party shall return or destroy Confidential Information and certify in writing, except one (1) archival copy for compliance.

11. TRADE SECRET PROTECTIONS

11.1 Trade Secret Status. The Parties acknowledge that the Deposit Materials constitute Trade Secrets of Licensor under the Idaho Trade Secrets Act (Idaho Code 48-801 to 48-807). The Deposit Materials derive independent economic value from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from their disclosure or use, and Licensor has taken reasonable measures to maintain their secrecy.

11.2 Definition Under Idaho Law. "Trade Secret" has the meaning set forth in Idaho Code Section 48-801(5), which defines it as information, including a formula, pattern, compilation, program, computer program, device, method, technique, or process that (a) derives independent economic value from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Idaho's statutory definition notably includes "computer program" as an express example of protectable information.

11.3 Reasonable Measures. Each Party shall take reasonable measures to maintain trade secret status, including (a) need-to-know access limitations, (b) written confidentiality agreements, (c) physical and electronic security, and (d) proprietary legends on all copies.

11.4 Escrow Agent Obligations. Escrow Agent shall not diminish or destroy trade secret status through its custody and handling. Escrow Agent shall maintain Section 10.4 security measures and shall not disclose, copy, or use the Deposit Materials except as authorized.

11.5 Injunctive Relief. Pursuant to Idaho Code Section 48-803, in the event of actual or threatened misappropriation, the aggrieved Party shall be entitled to seek injunctive relief, including temporary restraining orders and preliminary and permanent injunctions, without the necessity of posting a bond (or, if required, in a nominal amount). The court may condition the injunction on the filing of a bond in an amount the court considers appropriate.

11.6 Misappropriation Remedies. Pursuant to Idaho Code Section 48-803, damages for misappropriation include (a) the actual loss caused by misappropriation and any unjust enrichment not accounted for in the actual loss, or (b) in lieu of actual damages, a reasonable royalty. For willful and malicious misappropriation, the court may award exemplary damages not exceeding twice the actual damages. The court may award reasonable attorneys' fees to the prevailing party if willful and malicious misappropriation exists or if a claim is made in bad faith pursuant to Idaho Code Section 48-805.

11.7 Statute of Limitations for Trade Secret Claims. Pursuant to Idaho Code Section 48-806, an action for misappropriation must be brought within three (3) years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered.

11.8 Interaction with Post-Release License. Upon release, Beneficiary shall continue to treat the Deposit Materials as Trade Secrets to the extent they remain eligible for protection. The Section 8 license shall not waive Licensor's trade secret rights.

12. INTELLECTUAL PROPERTY

12.1 Ownership. Nothing in this Agreement transfers IP ownership. Licensor retains all rights in the Deposit Materials and Product. Beneficiary retains its pre-existing IP. Escrow Agent retains its proprietary systems and methodologies.

12.2 No Transfer. Deposit does not constitute transfer of IP rights except for the limited license upon valid release under Section 8.

12.3 Licensor Representations. Licensor represents that (a) it owns or has licensed all IP in the Deposit Materials, (b) the materials do not, to Licensor's knowledge, infringe third-party IP, and (c) there are no pending or threatened IP claims.

12.4 Third-Party IP Components. Licensor shall identify all third-party components in Schedule 2 and provide applicable license terms.

12.5 Feedback. Beneficiary grants Licensor a non-exclusive, royalty-free, perpetual license to use any Feedback provided regarding the Product or Deposit Materials.

13. WARRANTIES AND DISCLAIMERS

13.1 Licensor Warranties. Licensor warrants: (a) corporate authority; (b) binding obligation; (c) right to deposit without violating third-party obligations; (d) completeness and accuracy of Deposit Materials; (e) no intentional malware; and (f) valid IP ownership or licenses.

13.2 Escrow Agent Warranties. Escrow Agent warrants: (a) corporate authority; (b) professional and workmanlike service; (c) maintenance of security per Section 10.4; and (d) adequate insurance.

13.3 Beneficiary Warranties. Beneficiary warrants: (a) corporate authority; and (b) use of released materials solely per Section 8 and Sections 10-11.

13.4 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 13, THE DEPOSIT MATERIALS ARE PROVIDED "AS IS" UPON RELEASE. LICENSOR MAKES NO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT REGARDING RELEASED MATERIALS.

14. INDEMNIFICATION

14.1 Licensor Indemnification. Licensor shall defend, indemnify, and hold harmless Beneficiary from third-party claims arising from (a) IP infringement by the Deposit Materials, (b) breach of Section 13.1 representations, or (c) Licensor's gross negligence or willful misconduct.

14.2 Beneficiary Indemnification. Beneficiary shall defend, indemnify, and hold harmless Licensor from claims arising from (a) use of Deposit Materials exceeding the Section 8 license, or (b) Beneficiary's gross negligence or willful misconduct.

14.3 Escrow Agent Indemnification. Escrow Agent shall indemnify Licensor and Beneficiary for claims arising from Escrow Agent's gross negligence or willful misconduct, including Security Breaches from failure to maintain Section 10.4 security.

14.4 Indemnification Procedures. The Indemnified Party shall (a) promptly notify the Indemnifying Party, (b) give sole defense and settlement control (without settlement imposing obligations without consent), and (c) provide reasonable cooperation at the Indemnifying Party's expense. Failure to provide prompt notice shall not relieve the Indemnifying Party except to the extent materially prejudiced.

14.5 Contribution and Comparative Fault. For joint fault, the Parties shall contribute in proportion to their respective degrees of fault, consistent with Idaho's comparative fault principles under Idaho Code Section 6-801 et seq.

15. LIMITATION OF LIABILITY

15.1 Aggregate Cap. EXCEPT AS SET FORTH IN SECTION 15.3, EACH PARTY'S (OTHER THAN ESCROW AGENT'S) AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. ESCROW AGENT'S LIABILITY SHALL NOT EXCEED FEES ACTUALLY PAID TO IT DURING SUCH PERIOD.

15.2 Consequential Damages Exclusion. EXCEPT AS SET FORTH IN SECTION 15.3, NO PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THEORY OR WHETHER ADVISED OF THE POSSIBILITY.

15.3 Carve-Outs. Sections 15.1 and 15.2 shall not apply to (a) indemnification under Section 14, (b) breach of confidentiality under Section 10, (c) Trade Secret misappropriation, (d) willful misconduct or gross negligence, (e) breach of IP representations under Section 12.3, or (f) any liability that cannot be limited under Idaho law.

15.4 Essential Purpose. THESE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THE BARGAIN AND REFLECT THE RISK ALLOCATION. THEY SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, TO THE FULLEST EXTENT PERMITTED BY IDAHO LAW.

16. TERM AND TERMINATION

16.1 Term. This Agreement commences on the Effective Date and continues coterminous with the Master Agreement (the "Initial Term"), unless earlier terminated.

16.2 Renewal. Automatic renewal for successive one (1) year periods unless (a) the Master Agreement has expired or terminated, (b) any Party gives sixty (60) days' written notice of non-renewal, or (c) this Agreement is earlier terminated.

16.3 Termination for Cause. Any Party may terminate upon written notice if: (a) material breach remains uncured for thirty (30) days after notice; (b) another Party becomes subject to bankruptcy or receivership; or (c) Escrow Agent fails to maintain security standards and does not cure within sixty (60) days.

16.4 Termination by Mutual Agreement. All three Parties may terminate at any time by written agreement.

16.5 Effect of Termination. Upon termination (other than valid release): (a) Escrow Agent shall return or destroy Deposit Materials at Licensor's election within thirty (30) days; (b) accrued fees remain payable; (c) confidentiality survives per its terms; and (d) Sections 2, 8 (if released), 10, 11, 12, 13.4, 14, 15, 17, and 18 survive.

16.6 Wind-Down Period. Parties shall cooperate for orderly wind-down within sixty (60) days, including completing pending procedures and transitioning to a successor escrow agent.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law. This Agreement shall be governed by Idaho law, without regard to conflict of laws principles. The UN Convention on Contracts for the International Sale of Goods shall not apply.

17.2 Exclusive Venue. Subject to Section 17.7, actions shall be brought exclusively in the District Court of the Fourth Judicial District of the State of Idaho, in and for the County of Ada (Boise), or in the United States District Court for the District of Idaho. Each Party consents to personal jurisdiction and venue and waives forum non conveniens objections.

17.3 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY IDAHO LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. THIS WAIVER IS KNOWING AND VOLUNTARY AND HAS BEEN NEGOTIATED WITH THE ADVICE OF COUNSEL. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY THE MUTUAL WAIVERS IN THIS SECTION.

17.4 Escalation. Prior to formal proceedings (other than injunctive relief), the Parties shall attempt good-faith executive negotiation for at least thirty (30) days.

17.5 Mediation. If unresolved within thirty (30) days, any Party may submit to non-binding mediation in Boise, Idaho, with costs shared equally.

17.6 Arbitration (Optional). ☐ If this box is checked, unresolved disputes shall be submitted to binding arbitration in Boise, Idaho, administered by the AAA under its Commercial Arbitration Rules, consistent with the Idaho Uniform Arbitration Act (Idaho Code 7-901 et seq.). A single arbitrator with technology and IP experience shall preside. The award shall be final, binding, and enforceable in any court.

17.7 Injunctive Relief Carve-Out. Any Party may seek temporary restraining orders, preliminary injunctions, or equitable relief from any court to protect IP rights, trade secrets, or Confidential Information, without engaging in escalation, mediation, or arbitration.

17.8 Prevailing Party Attorneys' Fees. The prevailing Party in any action shall recover reasonable attorneys' fees, expert witness fees, and court costs.

17.9 Statute of Limitations. Claims shall be subject to Idaho's applicable statute of limitations, including the five (5) year period for written contract actions under Idaho Code Section 5-216.

18. IDAHO-SPECIFIC PROVISIONS

18.1 Electronic Signatures. This Agreement may be executed electronically in accordance with the Idaho Uniform Electronic Transactions Act (Idaho Code 28-50-101 to 28-50-120). Electronic signatures shall have the same legal effect as original handwritten signatures. Pursuant to Idaho Code Section 28-50-107, a record or signature may not be denied legal effect or enforceability solely because it is in electronic form.

18.2 Consumer Protection. Nothing in this Agreement limits any rights under the Idaho Consumer Protection Act (Idaho Code 48-601 et seq.), which protects consumers and businesses against unfair methods of competition and unfair or deceptive acts or practices. Idaho Code Section 48-608 provides that persons suffering ascertainable loss may recover actual damages or $1,000, whichever is greater, with possible punitive damages.

18.3 Privacy Law Compliance. To the extent that any Deposit Materials contain personal information as defined under Idaho Code Section 28-51-104, the Parties shall comply with all applicable Idaho data privacy and breach notification requirements.

18.4 Bankruptcy Considerations. In the event Licensor becomes a debtor under Title 11: (a) Beneficiary's rights constitute rights to "intellectual property" per 11 U.S.C. Section 101(35A); (b) Beneficiary may retain rights under Section 365(n) if the trustee rejects this Agreement, provided Beneficiary continues payments; (c) the escrow deposit creates an independent access right supplementary to the Master Agreement; and (d) no Party shall act to defeat this Section or Section 365(n).

18.5 Assignment of Inventions. Except as set forth in Section 8, nothing constitutes an assignment or license of inventions from Licensor to Beneficiary or Escrow Agent.

18.6 State Regulatory Requirements. The Parties shall comply with all applicable Idaho laws, rules, and regulations, including any licensing or registration requirements for technology escrow services.

18.7 Tax Considerations. All fees are subject to applicable Idaho state and local taxes, including Idaho sales tax (Idaho Code Title 63, Chapter 36) as applicable. Idaho imposes a state income tax and a sales tax on certain goods and services.

19. MISCELLANEOUS

19.1 Notices. All notices shall be in writing and deemed delivered (a) when personally delivered, (b) one (1) Business Day after overnight courier, (c) three (3) Business Days after certified mail, return receipt requested, or (d) upon email with confirmed receipt, to:

To Licensor: [________________________________]
Attention: [________________________________]
Email: [________________________________]

To Beneficiary: [________________________________]
Attention: [________________________________]
Email: [________________________________]

To Escrow Agent: [________________________________]
Attention: [________________________________]
Email: [________________________________]

19.2 Assignment. No Party may assign without the other Parties' written consent, except (a) to an affiliate or in connection with a merger, acquisition, or asset sale where the assignee assumes all obligations, and (b) Escrow Agent may assign to a qualified successor with thirty (30) days' written notice.

19.3 Force Majeure. No Party shall be liable for failure or delay in performance (other than payment) due to Force Majeure Events. The affected Party shall promptly notify the others, mitigate effects, and resume performance after cessation. If a Force Majeure Event continues for more than ninety (90) days, any Party may terminate upon thirty (30) days' notice.

19.4 Amendments. Amendments require a written instrument signed by all three Parties.

19.5 Counterparts. This Agreement may be executed in counterparts, each an original, all constituting one agreement. Electronic signatures have the same force as original signatures.

19.6 Severability. Invalid provisions shall be modified to the minimum extent necessary. Remaining provisions continue in full force.

19.7 Waiver. Failure to enforce is not a waiver. Waivers must be in writing.

19.8 Entire Agreement. This Agreement, the Master Agreement, and Schedules constitute the entire agreement and supersede all prior agreements.

19.9 Order of Precedence. This Agreement controls for escrow matters; the Master Agreement controls for all other matters.

19.10 Third-Party Beneficiaries. This Agreement benefits only the Parties and permitted successors.

19.11 Relationship of Parties. The Parties are independent contractors. No partnership, joint venture, agency, or employment relationship is created.

19.12 Construction. No presumption against the drafter. Headings are for convenience only.

20. SIGNATURES

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

LICENSOR:

[________________________________]

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

BENEFICIARY:

[________________________________]

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

ESCROW AGENT:

[________________________________]

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

21. SCHEDULES

SCHEDULE 1: FEE SCHEDULE

SCHEDULE 2: DEPOSIT MATERIALS INVENTORY

Attach additional pages as necessary.

Licensor Certification: I certify that the above inventory is complete and accurate and that the listed materials constitute the complete Deposit Materials as described in Section 3 of this Agreement.

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

SCHEDULE 3: VERIFICATION LEVELS AND PROCEDURES

Level 1 -- Inventory Verification
- ☐ Compare deposit contents against the Deposit Materials Inventory
- ☐ Verify all listed files and directories are present
- ☐ Confirm file sizes match inventory records
- ☐ Validate SHA-256 hash values for each file
- ☐ Prepare and deliver written Verification report
- Timeline: Ten (10) Business Days from request

Level 2 -- Compilation and Build Verification
- ☐ Complete all Level 1 procedures
- ☐ Set up build environment per specifications in Deposit Materials
- ☐ Attempt to compile Source Code into Object Code
- ☐ Document all build errors, warnings, and dependencies
- ☐ Verify that compiled Object Code matches deposited Object Code
- ☐ Prepare and deliver written Verification report
- Timeline: Thirty (30) Business Days from request

Level 3 -- Full Functional Verification
- ☐ Complete all Level 1 and Level 2 procedures
- ☐ Install and configure compiled Product in a test environment
- ☐ Execute all automated test suites included in Deposit Materials
- ☐ Verify that the Product functions in accordance with Documentation
- ☐ Document all test results, failures, and deviations
- ☐ Prepare and deliver comprehensive written Verification report
- Timeline: Sixty (60) Business Days from request

SCHEDULE 4: RELEASE REQUEST FORM AND OBJECTION PROCEDURE

RELEASE REQUEST FORM

Date: [__/__/____]

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

The undersigned Beneficiary hereby requests the release of the Deposit Materials held pursuant to the above-referenced Agreement.

Release Event(s) Relied Upon (check all that apply):
- ☐ Section 6.1(a) -- Insolvency or Bankruptcy
- ☐ Section 6.1(b) -- Cessation of Product Support
- ☐ Section 6.1(c) -- Material Breach of Maintenance Obligations
- ☐ Section 6.1(d) -- Extended Service Outage
- ☐ Section 6.1(e) -- Failure to Deposit or Update

Description of Release Event(s):
[________________________________]
[________________________________]
[________________________________]

Supporting Documentation Attached:
- ☐ Copies of written notices delivered to Licensor
- ☐ Proof of delivery of such notices
- ☐ Evidence supporting the occurrence of the Release Event(s)
- ☐ Other: [________________________________]

Sworn Statement:
I, [________________________________], hereby declare under penalty of perjury under the laws of the State of Idaho that the foregoing is true and correct and that one or more Release Events as described above have occurred.

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

OBJECTION PROCEDURE

1. Escrow Agent shall deliver the Release Request to Licensor within two (2) Business Days of receipt.
2. Licensor shall have [____] Business Days from receipt to deliver a written objection.
3. If no timely objection is received, Escrow Agent shall release the Deposit Materials within five (5) Business Days.
4. If a timely objection is received, the dispute shall be resolved pursuant to Section 17.
5. Escrow Agent shall act only in accordance with (a) written agreement of both Parties, (b) a final court order, or (c) a final arbitration award.

End of Source Code Escrow Agreement -- Idaho