SOURCE CODE ESCROW AGREEMENT

Kansas Jurisdiction

TABLE OF CONTENTS

1. Parties and Purpose
2. Deposit Materials
3. Deposits and Updates
4. Verification and Testing
5. Release Conditions
6. Release Procedures
7. Post-Release License Rights
8. Fees and Payment
9. Confidentiality and Security
10. Trade Secret Protections
11. Warranties and Disclaimers
12. Indemnities
13. Limitation of Liability
14. Term and Termination
15. Governing Law and Dispute Resolution
16. Kansas-Specific Provisions
17. Miscellaneous
18. Schedules

1. PARTIES AND PURPOSE

• Licensor deposits source code and related materials for [PRODUCT] with Escrow Agent for the benefit of [BENEFICIARY] to ensure continuity upon defined trigger events.

2. DEPOSIT MATERIALS

• Source code, build scripts, configuration files, third-party dependencies (with licenses), documentation, and installation instructions.
• Include specific version/branch identifiers; machine-readable format requirements.

3. DEPOSITS AND UPDATES

• Initial deposit within [X] days of Effective Date; updates aligned to major/minor releases or at least [quarterly/biannually].
• Escrow Agent to confirm receipt and integrity; hash values recorded.

4. VERIFICATION AND TESTING

• Optional verification levels (inventory, compilation, full build) at Beneficiary's cost; Escrow Agent provides reports.
• Deficiencies cured by Licensor within [X] days.

5. RELEASE CONDITIONS

• Narrow triggers: (a) Licensor insolvency/bankruptcy with failure to continue support; (b) cessation of business for the Product; (c) material breach of maintenance/support with failure to cure [X] days; (d) failure to provide SaaS availability for [Y] consecutive days not due to force majeure.
• Exclusions: M&A or change of control alone is not a trigger.

6. RELEASE PROCEDURES

• Beneficiary submits sworn statement with evidence; Licensor notified and may object within [X] days; Escrow Agent follows objection/resolution process.
• Emergency interim access option for catastrophic outages (optional).

7. POST-RELEASE LICENSE RIGHTS

• Upon valid release, Beneficiary receives a non-exclusive, non-transferable license to use, maintain, and modify the Deposit Materials solely to support its licensed use of the Product; no right to commercialize or sublicense except to support vendors.
• Obligations to maintain confidentiality and comply with third-party licenses.

8. FEES AND PAYMENT

• Deposits, storage, verification, and release fees set in Schedule 1; paid by [Licensor/Beneficiary/split].

9. CONFIDENTIALITY AND SECURITY

• Escrow Agent confidentiality; secure storage requirements; restricted access; breach notification obligations.

10. TRADE SECRET PROTECTIONS

• Kansas Trade Secrets Act: The Deposit Materials may constitute trade secrets under the Kansas Uniform Trade Secrets Act (K.S.A. sections 60-3320 to 60-3330). All parties agree to maintain the confidentiality of the Deposit Materials and take reasonable measures to protect their trade secret status.
• Injunctive Relief: In the event of actual or threatened misappropriation of trade secrets, the aggrieved party shall be entitled to seek injunctive relief pursuant to K.S.A. section 60-3322, in addition to any other remedies available at law or in equity.
• Preservation of Secrecy: The Escrow Agent shall implement commercially reasonable security measures to preserve the trade secret status of the Deposit Materials, including but not limited to encryption, access controls, and secure storage facilities.

11. WARRANTIES AND DISCLAIMERS

• Licensor warrants it has rights to deposit materials; no malware intentionally inserted.
• Otherwise, materials provided "as is" upon release; no additional warranties.

12. INDEMNITIES

• Licensor indemnifies for third-party IP claims arising from Deposit Materials (subject to master agreement limitations).
• Beneficiary indemnifies for misuse beyond licensed rights.
• Escrow Agent indemnity limited to gross negligence/willful misconduct.

13. LIMITATION OF LIABILITY

• Caps consistent with master agreement; Escrow Agent typically limited to fees paid to it; carve-outs for willful misconduct/gross negligence.
• Limitations enforceable to the extent permitted under Kansas law.

14. TERM AND TERMINATION

• Term coterminous with maintenance/support term unless ended earlier by mutual agreement; termination procedures and return/destruction of deposits.

15. GOVERNING LAW AND DISPUTE RESOLUTION

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas, without regard to its conflict of laws principles.
• Venue: The parties consent to exclusive jurisdiction and venue in the state and federal courts located in [Shawnee County (Topeka) / Johnson County (Kansas City)], Kansas for any disputes arising out of this Agreement.
• Jury Waiver: TO THE FULLEST EXTENT PERMITTED BY KANSAS LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT. This waiver applies to any matter whatsoever arising out of or related to this Agreement, including claims sounding in contract, tort, or otherwise.
• 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 or trade secrets.

16. KANSAS-SPECIFIC PROVISIONS

• Electronic Signatures: This Agreement may be executed electronically in accordance with the Kansas Uniform Electronic Transactions Act (K.S.A. sections 16-1601 to 16-1620). Electronic signatures shall have the same legal effect as original signatures.
• Consumer Protection: Nothing in this Agreement limits any rights a party may have under the Kansas Consumer Protection Act (K.S.A. sections 50-623 et seq.), to the extent applicable.
• Bankruptcy Considerations: In the event of Licensor's bankruptcy, Beneficiary's rights under this Agreement shall be subject to 11 U.S.C. section 365(n) regarding intellectual property licenses.

17. MISCELLANEOUS

• Notices, assignment, force majeure, amendments, counterparts; order of precedence relative to master agreement.

18. SCHEDULES

• Schedule 1: Fee Schedule.
• Schedule 2: Deposit Materials Inventory.
• Schedule 3: Verification Levels and Procedures.
• Schedule 4: Release Request Form and Objection Procedure.