SOURCE CODE ESCROW AGREEMENT

State of Illinois

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. Illinois-Specific Provisions
19. Miscellaneous
20. Signatures
21. Schedules

1. PARTIES AND RECITALS

This Source Code Escrow Agreement ("Agreement") is entered into as of the Effective Date set forth above, by and among the following three parties:

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

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

ESCROW AGENT:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]
State of Organization: [________________________________]

RECITALS

WHEREAS, Licensor has developed, owns, and maintains certain proprietary software known as [________________________________] (the "Software Product") and has licensed or is licensing the Software Product to Beneficiary pursuant to that certain [________________________________] dated [__/__/____] (the "Underlying Agreement");

WHEREAS, the Software Product includes valuable source code, build environments, documentation, and related materials that constitute proprietary trade secrets of Licensor under the Illinois Trade Secrets Act, 765 ILCS 1065/1 et seq.;

WHEREAS, Beneficiary has a legitimate business interest in ensuring continued access to and use of the Software Product in the event Licensor is unable or unwilling to continue supporting, maintaining, or making the Software Product available;

WHEREAS, the parties desire to establish an escrow arrangement whereby Licensor shall deposit copies of the source code and related materials with Escrow Agent, to be held in trust and released to Beneficiary only upon the occurrence of certain specified conditions;

WHEREAS, Escrow Agent is in the business of providing technology escrow services and has agreed to serve as the neutral third-party custodian of the Deposit Materials subject to the terms and conditions of this Agreement;

WHEREAS, all parties acknowledge that this Agreement is governed by the laws of the State of Illinois and that the Deposit Materials may be afforded protection under the Illinois Trade Secrets Act (765 ILCS 1065/1 et seq.) and applicable federal intellectual property laws;

WHEREAS, the parties intend that in the event of Licensor's bankruptcy, Beneficiary's rights to the Deposit Materials shall be protected under 11 U.S.C. section 365(n) to the fullest extent permitted by law; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the deposit, maintenance, verification, and potential release of such materials;

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

As used in this Agreement, the following terms shall have the meanings set forth below:

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

2.2 "Business Day" means any day other than a Saturday, Sunday, or any day on which banks located in Chicago, Illinois are authorized or required to be closed.

2.3 "Confidential Information" means all non-public information disclosed by any party to another party in connection with this Agreement, including but not limited to the Deposit Materials, trade secrets, business plans, financial information, customer data, technical specifications, and any information designated as confidential.

2.4 "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 listings with applicable license terms, encryption keys, passwords, and all other materials deposited with Escrow Agent pursuant to Section 3 and as further specified in Schedule B.

2.5 "Effective Date" means the date first written above on which this Agreement becomes effective.

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

2.7 "Force Majeure Event" means any event beyond the reasonable control of the affected party, including but not limited to acts of God, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil unrest, labor strikes, governmental action, power failure, or Internet disruption.

2.8 "Initial Deposit" means the first deposit of Deposit Materials made by Licensor pursuant to Section 4.1.

2.9 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, trade dress, moral rights, rights of publicity, and all other intellectual property rights recognized under the laws of the State of Illinois, the United States, or any foreign jurisdiction.

2.10 "Misappropriation" has the meaning ascribed to it under the Illinois Trade Secrets Act, 765 ILCS 1065/2.

2.11 "Personal Information" has the meaning ascribed to it under the Illinois Personal Information Protection Act, 815 ILCS 530/5.

2.12 "Release Conditions" means those conditions specified in Section 6 of this Agreement, the occurrence of which entitles Beneficiary to receive a copy of the Deposit Materials.

2.13 "Release Request" means a written request submitted by Beneficiary to Escrow Agent asserting that one or more Release Conditions have occurred, in the form attached as Schedule D.

2.14 "Software Product" means the proprietary software application known as [________________________________], including all updates, upgrades, patches, modifications, and new versions thereof.

2.15 "Trade Secret" has the meaning ascribed to it under the Illinois Trade Secrets Act, 765 ILCS 1065/2, and includes any information, including but not limited to technical or non-technical data, a formula, pattern, compilation, program, device, method, technique, or process, that derives independent economic value from not being generally known to or readily ascertainable 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.

2.16 "Underlying Agreement" means that certain [________________________________] between Licensor and Beneficiary dated [__/__/____], as amended from time to time, pursuant to which Beneficiary has been granted a license to use the Software Product.

2.17 "Update Deposit" means any deposit of Deposit Materials made by Licensor after the Initial Deposit pursuant to Section 4.2.

2.18 "Verification" means the process by which Escrow Agent or an independent third-party expert examines and tests the Deposit Materials pursuant to Section 5.

2.19 "Verification Report" means the written report prepared by Escrow Agent or an independent third-party expert upon completion of a Verification.

2.20 "Working Days" means Business Days as defined in Section 2.2.

3. DEPOSIT MATERIALS

3.1 Scope of Deposit. Licensor shall deposit with Escrow Agent all materials necessary for a reasonably skilled software developer to compile, build, deploy, and maintain the Software Product. The Deposit Materials shall include, at a minimum, the following:

(a) Complete source code for the Software Product, including all modules, libraries, components, and subsystems developed by or for Licensor;

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

(c) All configuration files, environment settings, and deployment scripts necessary to deploy and operate the Software Product;

(d) Complete database schemas, data dictionaries, migration scripts, and seed data required for the Software Product to operate;

(e) A comprehensive list of all third-party software components, libraries, frameworks, and tools required to compile, build, and operate the Software Product, together with (i) the version number of each such component, (ii) the license terms applicable to each such component, and (iii) instructions for obtaining each such component;

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

(g) Technical documentation, including system architecture diagrams, data flow diagrams, and developer guides;

(h) User manuals, installation guides, and operational documentation;

(i) All encryption keys, certificates, passwords, and access credentials necessary to compile, build, and operate the Software Product, to the extent not otherwise restricted by third-party agreements;

(j) Version control history or a description of material changes between deposit versions; and

(k) Any additional materials specified in Schedule B.

3.2 Format Requirements. All Deposit Materials shall be delivered in industry-standard, machine-readable formats. Source code shall be provided in its native programming language format. Documentation shall be provided in commonly accessible formats such as PDF, HTML, or Markdown. All media shall be free of viruses, malware, and other harmful code.

3.3 Completeness Representation. Licensor represents and warrants that the Deposit Materials, together with the third-party components identified therein, constitute all materials necessary for a reasonably skilled software developer familiar with the applicable programming languages and development tools to compile, build, deploy, and maintain the Software Product within a reasonable period of time.

4. DEPOSIT AND UPDATE PROCEDURES

4.1 Initial Deposit. Licensor shall deliver the Initial Deposit to Escrow Agent within [____] Business Days following the Effective Date. The Initial Deposit shall include all Deposit Materials described in Section 3 as they exist on the date of delivery.

4.2 Update Deposits. Licensor shall deliver Update Deposits to Escrow Agent in accordance with the following schedule:

(a) Within [____] Business Days following each major release (defined as a change in the first digit of the version number) of the Software Product;

(b) Within [____] Business Days following each minor release (defined as a change in the second digit of the version number) of the Software Product;

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

(d) Within [____] Business Days following any material change to the third-party components required to compile, build, or operate the Software Product.

4.3 Deposit Procedures. Each deposit shall be made in accordance with the following procedures:

(a) Licensor shall deliver the Deposit Materials to Escrow Agent via ☐ secure electronic transfer ☐ encrypted physical media ☐ other: [________________________________];

(b) Each deposit shall be accompanied by a completed Deposit Inventory Form in the format specified in Schedule B, identifying all materials included in the deposit;

(c) Licensor shall generate and provide to Escrow Agent cryptographic hash values (SHA-256 or equivalent) for all deposited files to verify integrity;

(d) Escrow Agent shall verify receipt of the deposit against the Deposit Inventory Form and confirm that the cryptographic hash values match; and

(e) Escrow Agent shall provide written confirmation of receipt to both Licensor and Beneficiary within five (5) Business Days of receiving the deposit.

4.4 Failure to Deposit. If Licensor fails to make any required deposit within the applicable timeframe, Beneficiary may provide written notice to Licensor and Escrow Agent. If Licensor fails to cure such deficiency within fifteen (15) Business Days following receipt of such notice, such failure shall constitute a material breach of this Agreement.

4.5 Supplemental Deposits. Licensor may make supplemental deposits at any time to correct deficiencies, add materials, or replace previously deposited materials. All supplemental deposits shall be accompanied by a revised Deposit Inventory Form.

5. VERIFICATION AND TESTING

5.1 Verification Right. Beneficiary shall have the right to request Verification of the Deposit Materials at any time during the term of this Agreement, subject to the procedures set forth in this Section 5.

5.2 Verification Tiers. Verification may be conducted at the following levels, as selected by Beneficiary:

Tier 1 — Inventory Verification:
(a) Escrow Agent shall compare the contents of the most recent deposit against the Deposit Inventory Form to confirm that all listed materials are present;
(b) Escrow Agent shall verify the integrity of all files using the cryptographic hash values provided by Licensor;
(c) Escrow Agent shall confirm that all files are in readable, non-corrupted format; and
(d) Escrow Agent shall prepare and deliver a Verification Report to Beneficiary and Licensor within ten (10) Business Days of commencing the Tier 1 Verification.

Tier 2 — Compilation Verification:
(a) All Tier 1 procedures shall be performed;
(b) An independent third-party expert approved by all parties (or, if the parties cannot agree, selected by Escrow Agent) shall attempt to compile the source code using the build scripts and instructions provided in the Deposit Materials;
(c) The expert shall document whether the source code compiles without material errors; and
(d) The expert shall prepare and deliver a Verification Report within twenty (20) Business Days of commencing the Tier 2 Verification.

Tier 3 — Full Build and Functionality Verification:
(a) All Tier 1 and Tier 2 procedures shall be performed;
(b) The independent third-party expert shall attempt to deploy the compiled Software Product in a test environment and verify that it performs the core functions described in the Underlying Agreement;
(c) The expert shall test the Software Product against a set of functional test criteria agreed upon by Licensor and Beneficiary, or if no such criteria have been agreed, against commercially reasonable functional standards; and
(d) The expert shall prepare and deliver a comprehensive Verification Report within thirty (30) Business Days of commencing the Tier 3 Verification.

5.3 Verification Costs. The costs of Verification shall be borne as follows: ☐ Beneficiary shall bear all costs ☐ Licensor shall bear all costs ☐ Costs shall be split equally between Licensor and Beneficiary ☐ Other: [________________________________]. Notwithstanding the foregoing, if the Verification reveals material deficiencies in the Deposit Materials attributable to Licensor's failure to comply with Section 3, Licensor shall bear all costs of the Verification and any re-verification required after the deficiency is cured.

5.4 Deficiency Cure. If a Verification reveals material deficiencies in the Deposit Materials, Licensor shall cure such deficiencies by delivering corrected or supplemental Deposit Materials within [____] Business Days of receiving the Verification Report. A re-verification may be conducted at Licensor's expense to confirm that all deficiencies have been cured.

5.5 Expert Confidentiality. Any independent third-party expert engaged for Verification purposes shall execute a confidentiality agreement satisfactory to all parties prior to accessing the Deposit Materials. Such agreement shall include obligations consistent with the trade secret protections set forth in Section 11.

6. RELEASE CONDITIONS

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

(a) Bankruptcy or Insolvency. Licensor (i) files a voluntary petition for relief under Title 11 of the United States Code (the "Bankruptcy Code") or any analogous state insolvency statute; (ii) has an involuntary petition filed against it under the Bankruptcy Code that is 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 all or substantially all of its assets; or (v) is adjudicated bankrupt or insolvent by any court of competent jurisdiction; provided, however, that such event materially impairs Licensor's ability to perform its obligations under the Underlying Agreement;

(b) Cessation of Business. Licensor ceases to conduct business in the ordinary course with respect to the Software Product, including permanent discontinuation of development, maintenance, or support of the Software Product;

(c) Material Breach of Support Obligations. Licensor materially breaches its maintenance, support, or update obligations under the Underlying Agreement and fails to cure such breach within [____] days following receipt of written notice from Beneficiary;

(d) Service Availability Failure. If the Underlying Agreement includes software-as-a-service or hosted service provisions, Licensor fails to maintain the availability of the Software Product for a period of [____] or more consecutive days, or [____] or more cumulative days within any [____]-day period, in each case not caused by a Force Majeure Event or Beneficiary's acts or omissions;

(e) Failure to Maintain Escrow. Licensor fails to make required deposits or update deposits as specified in Section 4 and fails to cure such failure within thirty (30) days following receipt of written notice from Beneficiary;

(f) Licensor Dissolution. Licensor is dissolved, wound up, or liquidated pursuant to applicable state law without a successor entity assuming Licensor's obligations under the Underlying Agreement; and

(g) Other Conditions. [________________________________].

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

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

(b) Licensor's assignment of the Underlying Agreement to a third party that assumes all of Licensor's obligations thereunder;

(c) Temporary service disruptions caused by Force Majeure Events;

(d) Disputes between Licensor and Beneficiary regarding the scope, functionality, or performance of the Software Product that do not constitute a material breach under the Underlying Agreement; or

(e) Licensor's good-faith discontinuation of a non-material feature or module of the Software Product.

6.3 Bankruptcy Code Protections. In the event of Licensor's bankruptcy, Beneficiary's rights under this Agreement shall be subject to and protected by 11 U.S.C. section 365(n). Beneficiary may elect to retain its rights to the Deposit Materials as provided in section 365(n)(1)(B), including the right to the continued use and possession of the intellectual property embodied in the Deposit Materials. Licensor acknowledges that the Deposit Materials constitute "intellectual property" as defined in 11 U.S.C. section 101(35A).

7. RELEASE PROCEDURES

7.1 Release Request. Beneficiary shall initiate the release process by submitting a Release Request to Escrow Agent in the form attached as Schedule D. The Release Request shall include:

(a) A detailed description of the Release Condition(s) that have occurred;

(b) Supporting documentation and evidence of the occurrence of the Release Condition(s);

(c) A sworn statement, under penalty of perjury under the laws of the State of Illinois, attesting to the truth and accuracy of the Release Request;

(d) Identification of the specific Deposit Materials requested; and

(e) A certification that Beneficiary has provided concurrent written notice of the Release Request to Licensor.

7.2 Notice to Licensor. Escrow Agent shall, within two (2) Business Days of receiving a Release Request, provide written notice thereof to Licensor, together with a copy of the Release Request and all supporting documentation.

7.3 Licensor Objection Period. Licensor shall have [____] Business Days following receipt of the Release Request notice (the "Objection Period") to submit a written objection to Escrow Agent. An objection shall include:

(a) The specific grounds for the objection;

(b) Supporting documentation and evidence; and

(c) A sworn statement, under penalty of perjury under the laws of the State of Illinois, attesting to the truth and accuracy of the objection.

7.4 Resolution of Disputed Release. If Licensor submits a timely objection during the Objection Period:

(a) Escrow Agent shall not release the Deposit Materials pending resolution of the dispute;

(b) The parties shall attempt to resolve the dispute through good-faith negotiation for a period of fifteen (15) Business Days;

(c) If the dispute is not resolved through negotiation, either party may submit the dispute to mediation or arbitration as provided in Section 17; and

(d) Escrow Agent shall release the Deposit Materials only upon (i) mutual written agreement of Licensor and Beneficiary, (ii) a final, non-appealable order of a court of competent jurisdiction, or (iii) a final arbitration award directing release.

7.5 Undisputed Release. If Licensor does not submit a timely objection during the Objection Period, Escrow Agent shall release the Deposit Materials to Beneficiary within five (5) Business Days following the expiration of the Objection Period.

7.6 Emergency Release. In the event of a catastrophic failure of the Software Product that poses an imminent threat to Beneficiary's business operations, Beneficiary may request an emergency interim release by submitting a sworn emergency declaration to Escrow Agent. Escrow Agent shall use commercially reasonable efforts to provide interim access to the Deposit Materials within forty-eight (48) hours of receiving the emergency declaration, subject to the following conditions:

(a) Escrow Agent shall simultaneously notify Licensor of the emergency release;

(b) Beneficiary shall limit its use of the Deposit Materials to those actions strictly necessary to address the emergency;

(c) Licensor shall retain the right to object to the emergency release, and if Licensor demonstrates that the emergency declaration was materially false or misleading, Beneficiary shall immediately return or destroy the Deposit Materials; and

(d) The emergency release shall be subject to all confidentiality and use restrictions set forth in this Agreement.

7.7 Delivery of Released Materials. Upon authorization of a release, Escrow Agent shall deliver a copy of the Deposit Materials to Beneficiary via ☐ secure electronic transfer ☐ encrypted physical media ☐ other: [________________________________]. Escrow Agent shall retain the original Deposit Materials in the Escrow Account unless otherwise directed by all parties.

8. POST-RELEASE LICENSE RIGHTS

8.1 License Grant. Upon a valid release of the Deposit Materials, Beneficiary is hereby granted a non-exclusive, non-transferable, non-sublicensable (except as set forth in Section 8.2), limited license to use, compile, modify, and maintain the Deposit Materials solely for the following purposes:

(a) To continue operating the Software Product for Beneficiary's internal business purposes as contemplated by the Underlying Agreement;

(b) To maintain, update, and fix errors in the Software Product to the extent necessary to ensure continued functionality;

(c) To compile the source code into executable object code for deployment in Beneficiary's operating environment; and

(d) To create derivative works of the Deposit Materials solely to the extent necessary to achieve the purposes set forth in subsections (a) through (c) above.

8.2 Limited Sublicense Right. Beneficiary may sublicense its rights under Section 8.1 solely to (a) Beneficiary's employees and contractors who have a need to access the Deposit Materials for the purposes set forth in Section 8.1, provided that such persons are bound by written confidentiality obligations no less restrictive than those set forth in this Agreement; and (b) third-party service providers engaged by Beneficiary to maintain or support the Software Product, provided that such service providers execute confidentiality agreements satisfactory to Licensor.

8.3 Restrictions. Beneficiary shall not:

(a) Use the Deposit Materials for any purpose other than those expressly set forth in Section 8.1;

(b) Commercialize, distribute, sell, lease, or sublicense the Deposit Materials or any derivative works thereof, except as expressly permitted in Section 8.2;

(c) Reverse engineer any portion of the Software Product that is not included in the Deposit Materials;

(d) Remove, alter, or obscure any proprietary notices, labels, or marks on the Deposit Materials; or

(e) Use the Deposit Materials to develop a competing product or service.

8.4 Third-Party Components. Beneficiary's use of any third-party components included in or required by the Deposit Materials shall be subject to the license terms applicable to such third-party components. Beneficiary shall be solely responsible for obtaining any necessary licenses from third-party vendors.

9. FEES AND PAYMENT

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

(a) Setup Fee: A one-time fee of $[________________________________] payable upon execution of this Agreement;

(b) Annual Storage Fee: An annual fee of $[________________________________] payable in advance on the Effective Date and on each anniversary thereof;

(c) Deposit Fee: A fee of $[________________________________] payable upon each deposit or update deposit;

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

(e) Release Fee: A fee of $[________________________________] payable upon each release of Deposit Materials; and

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

9.2 Payment Responsibility. Fees shall be paid by: ☐ Licensor ☐ Beneficiary ☐ Split equally between Licensor and Beneficiary ☐ Other: [________________________________].

9.3 Payment Terms. All invoices shall be payable within thirty (30) days of receipt. Late payments shall accrue interest at the rate of five percent (5%) per annum, which is the legal rate of interest under the Illinois Interest Act, 815 ILCS 205/2, or the maximum rate permitted by applicable law, whichever is less, calculated from the date payment was due until the date payment is received.

9.4 Fee Adjustments. Escrow Agent may increase the annual fees upon not less than sixty (60) days' written notice prior to any anniversary of the Effective Date, provided that any such increase shall not exceed the greater of (a) five percent (5%) of the then-current fees, or (b) the percentage increase in the Consumer Price Index for the Chicago-Naperville-Elgin metropolitan area (CPI-U) for the preceding twelve (12) months.

9.5 Taxes. All fees are exclusive of applicable taxes. The responsible party shall pay all sales, use, value-added, and other taxes arising from the services provided under this Agreement, excluding taxes based on Escrow Agent's net 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 and to use such information only for the purposes contemplated by this Agreement. Without limiting the foregoing:

(a) Escrow Agent shall not access, use, copy, disclose, or permit access to the Deposit Materials except as expressly authorized by this Agreement;

(b) Escrow Agent shall restrict access to the Deposit Materials to those employees and agents who have a need to know in order to perform Escrow Agent's obligations under this Agreement and who are bound by written confidentiality obligations no less restrictive than those set forth herein;

(c) Beneficiary shall not disclose, or permit the disclosure of, any Confidential Information of Licensor except as expressly permitted by this Agreement or with Licensor's prior written consent; and

(d) Licensor shall not disclose, or permit the disclosure of, any Confidential Information of Beneficiary except as expressly permitted by this Agreement or with Beneficiary's prior written consent.

10.2 Security Standards. Escrow Agent shall implement and maintain commercially reasonable physical, technical, and administrative security measures to protect the Deposit Materials, including but not limited to:

(a) Encryption of Deposit Materials at rest using AES-256 or equivalent encryption standard;

(b) Encryption of Deposit Materials in transit using TLS 1.2 or higher;

(c) Multi-factor authentication for all personnel accessing the Escrow Account;

(d) Physical security measures at all facilities where Deposit Materials are stored, including access controls, surveillance, and environmental protections;

(e) Regular security audits and vulnerability assessments conducted at least annually;

(f) Geographically redundant backup storage of Deposit Materials at a secondary location;

(g) Incident response and disaster recovery procedures; and

(h) Employee background checks for all personnel with access to the Deposit Materials.

10.3 Data Breach Notification. In the event of a breach of security affecting the Deposit Materials or any Personal Information contained therein, Escrow Agent shall:

(a) Notify Licensor and Beneficiary of the breach without unreasonable delay and in no event later than seventy-two (72) hours following discovery of the breach;

(b) Comply with all applicable breach notification requirements under the Illinois Personal Information Protection Act, 815 ILCS 530/1 et seq., including notification to the Illinois Attorney General if required;

(c) Take immediate steps to contain the breach and prevent further unauthorized access;

(d) Conduct a thorough investigation of the breach and provide a written report to Licensor and Beneficiary detailing the nature and scope of the breach, the information affected, and the remedial measures taken; and

(e) Cooperate with Licensor and Beneficiary in any investigation, notification, or remediation efforts.

10.4 Exceptions to Confidentiality. The confidentiality obligations set forth in this Section 10 shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the receiving party provides prompt written notice to the disclosing party and cooperates in any effort to obtain a protective order.

11. TRADE SECRET PROTECTIONS

11.1 Trade Secret Acknowledgment. The parties acknowledge and agree that the Deposit Materials may constitute Trade Secrets of Licensor under the Illinois Trade Secrets Act, 765 ILCS 1065/1 et seq. (the "ITSA"). All parties shall take reasonable measures to maintain the trade secret status of the Deposit Materials.

11.2 Reasonable Measures. Without limiting the generality of Section 11.1, the parties agree that the following measures are reasonable and necessary to protect the trade secret status of the Deposit Materials:

(a) The Deposit Materials shall be clearly marked as "CONFIDENTIAL — TRADE SECRET" or with equivalent proprietary designations;

(b) Access to the Deposit Materials shall be limited to those persons who have a legitimate need to access them and who have executed written confidentiality agreements;

(c) Escrow Agent shall maintain detailed access logs recording all instances of access to the Deposit Materials, including the identity of the person accessing the materials, the date and time of access, and the nature of the access;

(d) All copies of the Deposit Materials shall be subject to the same protections as the originals; and

(e) Upon termination of this Agreement, all copies of the Deposit Materials shall be returned to Licensor or destroyed in accordance with Section 16.

11.3 Injunctive Relief. The parties acknowledge that any unauthorized use, disclosure, or misappropriation of the Deposit Materials may cause irreparable harm for which monetary damages would be an inadequate remedy. In the event of actual or threatened misappropriation of Trade Secrets, the aggrieved party shall be entitled to seek injunctive relief pursuant to 765 ILCS 1065/3, including temporary restraining orders and preliminary and permanent injunctions, without the necessity of posting bond (to the extent permitted by applicable law), in addition to any other remedies available at law or in equity.

11.4 Exemplary Damages. In the event of willful and malicious misappropriation of the Deposit Materials, the aggrieved party may seek exemplary damages in an amount not exceeding twice the actual damages award, as provided in 765 ILCS 1065/4.

11.5 Statute of Limitations. An action for misappropriation of the Deposit Materials must be brought within five (5) years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered, as provided in 765 ILCS 1065/7.

11.6 Attorney's Fees. 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 765 ILCS 1065/5.

12. INTELLECTUAL PROPERTY

12.1 Ownership. Licensor retains all right, title, and interest in and to the Deposit Materials and all Intellectual Property Rights therein. Nothing in this Agreement shall be construed as transferring any ownership interest in the Deposit Materials to Beneficiary or Escrow Agent.

12.2 No Implied Licenses. Except for the express license rights granted in Section 8 upon a valid release, no license or other right to the Deposit Materials is granted or implied under this Agreement.

12.3 Copyright Notice. All copies of the Deposit Materials, whether held by Escrow Agent or released to Beneficiary, shall bear any copyright notices, trademark designations, or other proprietary markings placed thereon by Licensor.

12.4 Federal Intellectual Property Protections. The parties acknowledge that the Deposit Materials may be protected by one or more of the following: (a) copyright protection under the Copyright Act of 1976, 17 U.S.C. section 101 et seq.; (b) patent protection under the Patent Act, 35 U.S.C. section 1 et seq.; and (c) trade secret protection under the Defend Trade Secrets Act of 2016, 18 U.S.C. section 1836 et seq., in addition to the Illinois Trade Secrets Act.

13. WARRANTIES AND DISCLAIMERS

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

(a) Licensor has the full right, power, and authority to deposit the Deposit Materials with Escrow Agent and to grant the license rights set forth in Section 8;

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

(c) The Deposit Materials do not contain any intentionally introduced virus, worm, Trojan horse, backdoor, time bomb, or other malicious code;

(d) The Deposit Materials, together with the identified third-party components, are sufficient for a reasonably skilled software developer to compile, build, and deploy the Software Product;

(e) Licensor has obtained all necessary consents, licenses, and permissions from third parties whose components are included in the Deposit Materials; and

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

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

(a) Escrow Agent has the capacity, expertise, and resources to perform its obligations under this Agreement;

(b) Escrow Agent shall perform its obligations in a professional and workmanlike manner consistent with industry standards for technology escrow services; and

(c) Escrow Agent maintains adequate insurance coverage for the services provided under this Agreement.

13.3 Beneficiary Warranties. Beneficiary represents and warrants to Licensor and Escrow Agent that:

(a) Beneficiary has the authority to enter into this Agreement; and

(b) Beneficiary shall use the Deposit Materials, if released, solely in accordance with the license rights and restrictions set forth in this Agreement.

13.4 Disclaimer of Additional Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 13, THE DEPOSIT MATERIALS ARE PROVIDED "AS IS" UPON RELEASE. LICENSOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE DEPOSIT MATERIALS WILL MEET BENEFICIARY'S REQUIREMENTS, THAT THE SOFTWARE PRODUCT COMPILED FROM THE DEPOSIT MATERIALS WILL OPERATE WITHOUT INTERRUPTION OR ERROR, OR THAT ALL DEFECTS IN THE DEPOSIT MATERIALS WILL BE CORRECTED.

14. INDEMNIFICATION

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

(a) Any claim that the Deposit Materials infringe, misappropriate, or otherwise violate the Intellectual Property Rights of any third party;

(b) Licensor's breach of any representation, warranty, or obligation under this Agreement;

(c) Any virus, malware, or harmful code intentionally introduced by Licensor into the Deposit Materials; and

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

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

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

(b) Beneficiary's breach of any representation, warranty, or obligation under this Agreement; and

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

14.3 Escrow Agent Indemnification. Escrow Agent shall indemnify, defend, and hold harmless Licensor and Beneficiary and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or relating to Escrow Agent's gross negligence or willful misconduct in connection with this Agreement, including any unauthorized disclosure of the Deposit Materials or breach of Escrow Agent's security obligations.

14.4 Indemnification Procedures. Any party seeking indemnification (the "Indemnified Party") shall: (a) promptly notify the indemnifying party (the "Indemnifying Party") in writing of any claim; (b) grant the Indemnifying Party sole control over the defense and settlement of the claim, provided that the Indemnifying Party shall not settle any claim without the Indemnified Party's prior written consent if such settlement imposes obligations on the Indemnified Party or does not include a complete release; and (c) cooperate with the Indemnifying Party in the defense of the claim at the Indemnifying Party's expense.

15. LIMITATION OF LIABILITY

15.1 Limitation of Escrow Agent Liability. ESCROW AGENT'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID TO ESCROW AGENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION SHALL NOT APPLY TO LIABILITY ARISING FROM ESCROW AGENT'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR UNAUTHORIZED DISCLOSURE OF THE DEPOSIT MATERIALS.

15.2 Limitation of Licensor and Beneficiary Liability. EXCEPT FOR (A) OBLIGATIONS UNDER SECTION 14 (INDEMNIFICATION), (B) BREACHES OF SECTION 10 (CONFIDENTIALITY) OR SECTION 11 (TRADE SECRET PROTECTIONS), AND (C) LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER LICENSOR'S NOR BENEFICIARY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE GREATER OF (I) THE TOTAL FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) [________________________________] DOLLARS ($[________________________________]).

15.3 Exclusion of Consequential Damages. IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANOTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION SHALL NOT APPLY TO (A) WILLFUL OR MALICIOUS MISAPPROPRIATION OF TRADE SECRETS UNDER THE ILLINOIS TRADE SECRETS ACT, (B) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (C) BREACHES OF CONFIDENTIALITY OBLIGATIONS.

15.4 Essential Purpose. THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 15 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY ILLINOIS LAW AND SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

16. TERM AND TERMINATION

16.1 Term. This Agreement shall commence on the Effective Date and shall continue in effect until the earliest to occur of the following:

(a) The expiration or termination of the Underlying Agreement, provided that Section 16.5 shall apply;

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

(c) Termination by any party pursuant to Section 16.2 or 16.3; or

(d) [________________________________].

16.2 Termination for Cause. Any party may terminate this Agreement upon written notice to the other parties if:

(a) Another party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach; or

(b) Another party becomes the subject of a voluntary or involuntary bankruptcy proceeding or makes a general assignment for the benefit of creditors (except that this subsection (b) shall not apply as a basis for termination if the bankruptcy constitutes a Release Condition under Section 6.1(a)).

16.3 Termination by Escrow Agent. Escrow Agent may terminate this Agreement upon not less than ninety (90) days' written notice to Licensor and Beneficiary if: (a) fees payable under this Agreement remain unpaid for more than sixty (60) days after the due date; or (b) Escrow Agent, in good faith, determines that it can no longer perform its obligations under this Agreement.

16.4 Effect of Termination. Upon termination of this Agreement:

(a) Escrow Agent shall, at Licensor's written direction, either (i) return the Deposit Materials to Licensor, or (ii) destroy the Deposit Materials and provide written certification of destruction to Licensor;

(b) If Licensor fails to provide direction within thirty (30) days following termination, Escrow Agent shall destroy the Deposit Materials and provide written certification of destruction to both Licensor and Beneficiary;

(c) All accrued payment obligations shall survive termination;

(d) All confidentiality and trade secret obligations shall survive termination as set forth in Section 16.6; and

(e) All limitations of liability and indemnification obligations shall survive termination.

16.5 Survival of Escrow Upon Release. If a valid release of the Deposit Materials has occurred prior to termination, Beneficiary's license rights under Section 8 shall survive termination of this Agreement, subject to Beneficiary's continued compliance with the terms and conditions of this Agreement.

16.6 Survival. The following provisions shall survive termination or expiration of this Agreement: Sections 2, 8 (if a release has occurred), 10, 11, 12, 13, 14, 15, 16.4, 16.5, 16.6, 17, and 19.

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 Illinois, without regard to its conflict of laws principles. 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 Cook County, Illinois (including the United States District Court for the Northern District of Illinois) for any action, suit, or proceeding arising out of or relating to this Agreement. Each party waives any objection it may have to the laying of venue in such courts and any claim that any such action has been brought in an inconvenient forum.

17.3 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY ILLINOIS LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER SUCH ACTION SOUNDS IN CONTRACT, TORT, OR OTHERWISE. EACH PARTY ACKNOWLEDGES THAT (A) IT HAS READ AND UNDERSTANDS THIS WAIVER, (B) IT HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THIS WAIVER, (C) THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE OTHER PARTIES TO ENTER INTO THIS AGREEMENT, AND (D) THIS WAIVER IS KNOWINGLY AND VOLUNTARILY MADE. THIS WAIVER SHALL APPLY TO ANY MATTER WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT.

17.4 Alternative Dispute Resolution. Prior to initiating any litigation, the parties agree to engage in the following dispute resolution procedures:

(a) Negotiation. The parties shall first attempt to resolve any dispute through good-faith negotiation between senior executives of each party for a period of not less than thirty (30) days;

(b) Mediation. If negotiation fails to resolve the dispute, the parties shall submit the dispute to mediation administered by [________________________________] in Chicago, Illinois, in accordance with its then-current mediation rules. The mediator shall be selected by mutual agreement of the parties, or if the parties cannot agree, by the mediation administrator. The costs of mediation shall be shared equally among the parties; and

(c) Arbitration (Optional). ☐ If mediation fails to resolve the dispute within sixty (60) days, the dispute shall be resolved by binding arbitration administered by [________________________________] in Chicago, Illinois, in accordance with its then-current commercial arbitration rules. The arbitration shall be conducted before a panel of [____] arbitrator(s). The arbitrator(s) shall apply Illinois law. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

17.5 Injunctive Relief. Notwithstanding any dispute resolution provisions, any party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, trade secrets, or Confidential Information, without first engaging in the dispute resolution procedures set forth in Section 17.4. The right to seek injunctive relief under the Illinois Trade Secrets Act, 765 ILCS 1065/3, shall not be limited by this Agreement.

17.6 Prevailing Party Attorney's Fees. In any action or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees, costs, and expenses from the non-prevailing party, in addition to any other relief to which it may be entitled.

18. ILLINOIS-SPECIFIC PROVISIONS

18.1 Electronic Signatures. This Agreement may be executed by electronic signature in accordance with the Illinois Uniform Electronic Transactions Act, 815 ILCS 333/1 et seq. Electronic signatures shall have the same legal effect, validity, and enforceability as original ink signatures. Each party agrees that its electronic signature on this Agreement is intended to authenticate this writing and to have the same force and effect as a manual signature.

18.2 Consumer Protection. Nothing in this Agreement limits any rights a party may have under the Illinois Consumer Fraud and Deceptive Business Practices Act, 815 ILCS 505/1 et seq., to the extent applicable to the transactions contemplated by this Agreement. Any waiver of rights under the Consumer Fraud Act must comply with the requirements of Illinois law.

18.3 Illinois Uniform Commercial Code. To the extent that any aspect of this Agreement involves a transaction in goods as defined under the Illinois Uniform Commercial Code, 810 ILCS 5/, the provisions of Article 2 of the UCC shall apply as supplemented by this Agreement. The parties agree that source code and related digital materials shall be treated as goods for purposes of UCC warranties and remedies to the extent applicable under Illinois law.

18.4 Data Protection Compliance. The parties shall comply with all applicable Illinois data protection and privacy laws, including but not limited to:

(a) The Illinois Personal Information Protection Act, 815 ILCS 530/1 et seq.;

(b) The Illinois Biometric Information Privacy Act, 740 ILCS 14/1 et seq., to the extent any biometric information is included in the Deposit Materials; and

(c) Any other applicable federal, state, or local privacy or data protection laws.

18.5 Statute of Limitations. The parties acknowledge that the statute of limitations for actions on written contracts under Illinois law is ten (10) years from the date the cause of action accrued, as provided in 735 ILCS 5/13-206. The parties agree not to contractually shorten this limitations period to less than [____] years.

18.6 Illinois Interest Act Compliance. All interest charges under this Agreement shall comply with the Illinois Interest Act, 815 ILCS 205/1 et seq. In no event shall any interest rate charged under this Agreement exceed the maximum rate permitted under Illinois law.

18.7 Forum Selection. The parties acknowledge that the forum selection clause in Section 17.2 is enforceable under Illinois law, and each party waives any challenge to the enforceability of such clause based on inconvenience or other grounds. The parties have chosen Cook County, Illinois as the exclusive forum after careful consideration and negotiation.

19. MISCELLANEOUS

19.1 Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered: (a) upon personal delivery; (b) one (1) Business Day after deposit with a nationally recognized overnight courier service, prepaid; (c) three (3) Business Days after deposit in the United States mail, certified or registered, return receipt requested, postage prepaid; or (d) upon confirmed transmission if sent by email to the email address specified in Section 1, provided that a copy is simultaneously sent by one of the methods described in subsections (a) through (c). Notices shall be addressed to the parties at the addresses set forth in Section 1, or to such other address as a party may designate by written notice to the other parties.

19.2 Assignment. No party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other parties, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that Beneficiary may assign this Agreement without consent to an Affiliate or to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of Beneficiary's assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement. Any attempted assignment in violation of this Section shall be void and of no effect.

19.3 Force Majeure. No party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay results from a Force Majeure Event, provided that the affected party: (a) promptly notifies the other parties of the Force Majeure Event; (b) uses commercially reasonable efforts to mitigate the effects of the Force Majeure Event; and (c) resumes performance as soon as reasonably practicable after the Force Majeure Event ceases. If a Force Majeure Event continues for more than ninety (90) consecutive days, any party may terminate this Agreement upon thirty (30) days' written notice.

19.4 Entire Agreement. This Agreement, together with the Schedules and the Underlying Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings, whether oral or written, relating to such subject matter.

19.5 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by all three parties.

19.6 Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving party. The failure of any party to enforce any provision of this Agreement shall not constitute a waiver of such party's right to enforce such provision or any other provision in the future.

19.7 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. If such modification is not possible, the provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.

19.8 Counterparts. This Agreement may be executed in any number of 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 copies, shall be effective for all purposes.

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

19.10 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between any of the parties.

19.11 Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement shall be construed as conferring any rights or benefits on any third party.

19.12 Order of Precedence. In the event of any conflict between this Agreement and the Underlying Agreement, the provisions of this Agreement shall control with respect to the escrow arrangement, unless the Underlying Agreement expressly states otherwise with specific reference to this Agreement.

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

20. SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Source Code Escrow Agreement as of the Effective Date first written above.

LICENSOR:

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

BENEFICIARY:

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

ESCROW AGENT:

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

SCHEDULE A — FEE SCHEDULE

Late Payment Interest Rate: 5% per annum (Illinois Interest Act, 815 ILCS 205/2)

SCHEDULE B — DEPOSIT MATERIALS INVENTORY

Deposit Date: [__/__/____]
Deposit Type: ☐ Initial Deposit ☐ Update Deposit ☐ Supplemental Deposit
Software Product Version: [________________________________]

Third-Party Components:

Depositor Certification: I certify that this inventory accurately describes all materials included in this deposit and that the deposit is complete in accordance with Section 3 of the Agreement.

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

SCHEDULE C — VERIFICATION LEVELS AND PROCEDURES

Tier 1 — Inventory Verification
☐ Compare deposit contents against Deposit Inventory Form
☐ Verify cryptographic hash values for all deposited files
☐ Confirm all files are in readable, non-corrupted format
☐ Review completeness of documentation
☐ Prepare and deliver Verification Report within ten (10) Business Days

Tier 2 — Compilation Verification
☐ Complete all Tier 1 procedures
☐ Engage approved independent third-party expert
☐ Attempt to compile source code using provided build scripts
☐ Document compilation results including any errors
☐ Verify that compiled output matches expected format
☐ Prepare and deliver Verification Report within twenty (20) Business Days

Tier 3 — Full Build and Functionality Verification
☐ Complete all Tier 1 and Tier 2 procedures
☐ Deploy compiled Software Product in isolated test environment
☐ Execute functional test criteria as agreed by the parties
☐ Document test results and any deviations from expected functionality
☐ Assess completeness and usability of documentation
☐ Prepare and deliver comprehensive Verification Report within thirty (30) Business Days

SCHEDULE D — RELEASE REQUEST FORM AND OBJECTION PROCEDURE

Release Request Form

To: [________________________________] (Escrow Agent)
From: [________________________________] (Beneficiary)
Date: [__/__/____]

Release Condition(s) Asserted: (Check all that apply)
☐ Bankruptcy or Insolvency of Licensor (Section 6.1(a))
☐ Cessation of Business by Licensor (Section 6.1(b))
☐ Material Breach of Support Obligations (Section 6.1(c))
☐ Service Availability Failure (Section 6.1(d))
☐ Failure to Maintain Escrow (Section 6.1(e))
☐ Licensor Dissolution (Section 6.1(f))
☐ Other (Section 6.1(g)): [________________________________]

Detailed Description of Release Condition(s):
[________________________________]
[________________________________]
[________________________________]

Supporting Documentation Attached:
☐ Yes — Number of documents: [____]
☐ No — Explanation: [________________________________]

Sworn Statement: I, the undersigned, hereby declare under penalty of perjury under the laws of the State of Illinois that the information contained in this Release Request is true, accurate, and complete to the best of my knowledge and belief.

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

Objection Procedure

Objection Deadline: [____] Business Days from Licensor's receipt of Release Request notice.

Required Contents of Objection:
☐ Specific grounds for objection
☐ Supporting documentation and evidence
☐ Sworn statement attesting to truth and accuracy

Resolution Timeline:
☐ Good-faith negotiation: 15 Business Days
☐ Mediation: If negotiation fails
☐ Arbitration or Litigation: If mediation fails

This Source Code Escrow Agreement template is provided for informational purposes only and does not constitute legal advice. It should be reviewed and customized by a qualified Illinois attorney before use. Legal requirements may change, and this template may not reflect the most current legal developments. Last updated: 2026-02-27.