SOURCE CODE ESCROW AGREEMENT

Commonwealth of Kentucky

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. Kentucky-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:

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 Kentucky Uniform Trade Secrets Act, KRS 365.880 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;

WHEREAS, all parties acknowledge that this Agreement is governed by the laws of the Commonwealth of Kentucky and that the Deposit Materials may be afforded trade secret protection under KRS 365.880 et seq. and applicable federal intellectual property laws;

WHEREAS, the parties acknowledge the applicability of the Kentucky Consumer Data Protection Act (KRS 367.3611 et seq.) effective January 1, 2026, to the extent the Deposit Materials contain consumer data;

WHEREAS, the parties intend that in the event of Licensor's bankruptcy, Beneficiary's rights shall be protected under 11 U.S.C. section 365(n); and

WHEREAS, the parties desire to set forth their rights and obligations herein;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

2. DEFINITIONS

2.1 "Affiliate" means any entity controlling, controlled by, or under common control with a party (fifty percent (50%) or more voting interest).

2.2 "Business Day" means any day other than Saturday, Sunday, or bank holidays in Louisville, Kentucky.

2.3 "Confidential Information" means all non-public information disclosed in connection with this Agreement, including the Deposit Materials, trade secrets, business plans, financial information, customer data, and technical specifications.

2.4 "Consumer Data" has the meaning ascribed to it under the Kentucky Consumer Data Protection Act, KRS 367.3613.

2.5 "Deposit Materials" means all source code, object code, build scripts, compilation instructions, configuration files, database schemas, API documentation, technical documentation, user manuals, third-party component listings, encryption keys, passwords, and all other materials deposited pursuant to Section 3 and Schedule B.

2.6 "Effective Date" means the date first written above.

2.7 "Escrow Account" means the secure repository maintained by Escrow Agent.

2.8 "Force Majeure Event" means events beyond reasonable control including acts of God, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil unrest, strikes, governmental action, power failure, or Internet disruption.

2.9 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and all other IP rights under Kentucky, federal, or foreign law.

2.10 "Misappropriation" has the meaning under KRS 365.880(3).

2.11 "Personal Information" has the meaning under KRS 365.732.

2.12 "Release Conditions" means the conditions in Section 6.

2.13 "Release Request" means a written request per Schedule D.

2.14 "Software Product" means [________________________________] and all updates, upgrades, patches, and new versions.

2.15 "Trade Secret" has the meaning under KRS 365.880(4), including information that derives independent economic value from not being generally known and is subject to reasonable secrecy efforts.

2.16 "Underlying Agreement" means that certain [________________________________] dated [__/__/____].

2.17 "Update Deposit" means any deposit after the Initial Deposit per Section 4.2.

2.18 "Verification" means the examination and testing process under Section 5.

2.19 "Verification Report" means the written report upon Verification completion.

3. DEPOSIT MATERIALS

3.1 Scope. Licensor shall deposit all materials necessary for a reasonably skilled developer to compile, build, deploy, and maintain the Software Product, including at a minimum: (a) complete source code; (b) build scripts and compilation instructions; (c) configuration and deployment files; (d) database schemas, data dictionaries, and migration scripts; (e) third-party component list with versions, licenses, and acquisition instructions; (f) API documentation and integration guides; (g) technical documentation including architecture and data flow diagrams; (h) user manuals and installation guides; (i) encryption keys and credentials as permitted; (j) version control history; and (k) additional materials per Schedule B.

3.2 Format. Industry-standard, machine-readable formats, free of viruses and malware.

3.3 Completeness. Licensor warrants the Deposit Materials are sufficient for compilation, build, and deployment.

4. DEPOSIT AND UPDATE PROCEDURES

4.1 Initial Deposit. Within [____] Business Days of the Effective Date.

4.2 Updates. (a) Within [____] Business Days of each major release; (b) within [____] Business Days of each minor release; (c) no less than every [____] months; (d) within [____] Business Days of material third-party changes.

4.3 Procedures. (a) Delivery via ☐ secure electronic transfer ☐ encrypted media ☐ other: [________________________________]; (b) completed Deposit Inventory Form (Schedule B); (c) SHA-256 hash values; (d) Escrow Agent verification; (e) written confirmation within five (5) Business Days.

4.4 Failure to Deposit. Written notice with fifteen (15) Business Day cure period; failure constitutes material breach.

4.5 Supplemental Deposits. Permitted at any time with revised Deposit Inventory Form.

5. VERIFICATION AND TESTING

5.1 Right. Beneficiary may request Verification at any time during the term.

5.2 Tiers.

Tier 1 — Inventory: (a) Compare against Deposit Inventory; (b) verify hash values; (c) confirm readable format; (d) Report within ten (10) Business Days.

Tier 2 — Compilation: (a) All Tier 1; (b) independent expert compiles source code; (c) document results; (d) Report within twenty (20) Business Days.

Tier 3 — Full Build: (a) All Tiers 1-2; (b) deploy and test in test environment; (c) test against agreed criteria; (d) Report within thirty (30) Business Days.

5.3 Costs. ☐ Beneficiary ☐ Licensor ☐ Split ☐ Other: [________________________________]. Licensor bears costs if deficiencies are attributable to Licensor.

5.4 Cure. Licensor cures deficiencies within [____] Business Days.

5.5 Expert Confidentiality. Expert shall execute confidentiality agreement before access.

6. RELEASE CONDITIONS

6.1 Release Events.

(a) Bankruptcy or Insolvency. Licensor files for bankruptcy, has an involuntary petition not dismissed within sixty (60) days, makes assignment for creditors, has receiver appointed, or is adjudicated insolvent, materially impairing Licensor's performance under the Underlying Agreement;

(b) Cessation of Business. Permanent discontinuation of the Software Product;

(c) Material Breach. Licensor materially breaches support obligations and fails to cure within [____] days of notice;

(d) Service Availability Failure. SaaS unavailability for [____] consecutive days or [____] cumulative days within [____] days, not caused by Force Majeure or Beneficiary;

(e) Failure to Maintain Escrow. Uncured failure to deposit within thirty (30) days of notice;

(f) Licensor Dissolution. Dissolution under Kentucky Business Entity statutes (KRS Chapters 271B, 275) without a successor assuming obligations; and

(g) Other. [________________________________].

6.2 Exclusions. Not Release Conditions: (a) change of control with assumption of obligations; (b) permitted assignment; (c) Force Majeure disruptions; (d) non-material disputes; (e) good-faith discontinuation of non-material features.

6.3 Bankruptcy Protections. Beneficiary's rights protected by 11 U.S.C. section 365(n). Deposit Materials are "intellectual property" under 11 U.S.C. section 101(35A).

7. RELEASE PROCEDURES

7.1 Release Request. Submit per Schedule D with: (a) description of Release Conditions; (b) supporting documentation; (c) sworn statement under penalty of perjury under Kentucky law; (d) identification of requested materials; (e) certification of concurrent Licensor notice.

7.2 Notice to Licensor. Within two (2) Business Days with copy of Release Request.

7.3 Objection Period. [____] Business Days for Licensor to submit written objection.

7.4 Disputed Release. (a) Escrow Agent withholds release; (b) fifteen (15) Business Day negotiation; (c) mediation or arbitration per Section 17; (d) release upon mutual agreement, final court order, or arbitration award.

7.5 Undisputed Release. Within five (5) Business Days after Objection Period.

7.6 Emergency Release. Sworn emergency declaration; Escrow Agent provides access within forty-eight (48) hours subject to: (a) Licensor notice; (b) limited use; (c) Licensor objection right; (d) confidentiality restrictions.

7.7 Delivery. Via ☐ secure electronic transfer ☐ encrypted media ☐ other: [________________________________].

8. POST-RELEASE LICENSE RIGHTS

8.1 License. Non-exclusive, non-transferable, limited license to: (a) continue operations; (b) maintain and fix errors; (c) compile for deployment; (d) create necessary derivative works.

8.2 Sublicense. Only to employees, contractors, and service providers under equivalent confidentiality obligations.

8.3 Restrictions. No unauthorized use, commercialization, reverse engineering of non-deposited portions, removal of proprietary notices, or competing product development.

8.4 Third-Party Components. Beneficiary is responsible for third-party licenses.

9. FEES AND PAYMENT

9.1 Fee Schedule. Per Schedule A: (a) Setup: $[________________________________]; (b) Annual Storage: $[________________________________]; (c) Deposit: $[________________________________]; (d) Verification: Tier 1: $[________________________________]; Tier 2: $[________________________________]; Tier 3: $[________________________________]; (e) Release: $[________________________________]; (f) Additional Services as agreed.

9.2 Responsibility. ☐ Licensor ☐ Beneficiary ☐ Split ☐ Other: [________________________________].

9.3 Payment Terms. Invoices payable within thirty (30) days. Late payments accrue interest at eight percent (8%) per annum, the legal rate under KRS 360.010, or the maximum permitted rate, whichever is less. Parties may agree in writing to a different rate as permitted by KRS 360.010, provided that for amounts of fifteen thousand dollars ($15,000) or less, the rate shall not exceed four percent (4%) in excess of the Federal Reserve discount rate on ninety-day commercial paper or nineteen percent (19%), whichever is less. For amounts exceeding fifteen thousand dollars ($15,000), the parties may agree to any rate in writing.

9.4 Fee Adjustments. Sixty (60) days' notice; increase not exceeding the greater of five percent (5%) or the Midwest Region CPI-U percentage increase.

9.5 Taxes. All fees exclude taxes. Responsible party pays applicable taxes, excluding Escrow Agent's income taxes.

10. CONFIDENTIALITY AND SECURITY

10.1 Obligations. Each party maintains confidentiality and uses Confidential Information only for this Agreement's purposes. Escrow Agent shall not access, use, copy, or disclose Deposit Materials except as authorized. Access restricted to those with need to know under written confidentiality obligations.

10.2 Security. Escrow Agent shall maintain: (a) AES-256 encryption at rest; (b) TLS 1.2+ in transit; (c) multi-factor authentication; (d) physical security; (e) annual security audits; (f) geographically redundant backup; (g) incident response procedures; (h) background checks.

10.3 Data Breach Notification. In the event of a security breach affecting Personal Information, Escrow Agent shall:

(a) Notify affected Kentucky residents whose unencrypted information was or is reasonably believed to have been acquired by an unauthorized person, in the most expedient time possible and without unreasonable delay, as required by KRS 365.732;

(b) Notify Licensor and Beneficiary promptly upon discovery of the breach;

(c) Contain the breach and prevent further unauthorized access;

(d) Investigate and provide a written report to all parties; and

(e) Cooperate in all remediation efforts. The parties acknowledge that KRS 365.732 does not provide a private right of action, but that an injured party may recover damages under KRS 446.070.

10.4 Kentucky Consumer Data Protection Act. To the extent the Deposit Materials contain Consumer Data as defined in KRS 367.3613, the parties shall comply with the Kentucky Consumer Data Protection Act (KRS 367.3611 et seq.), effective January 1, 2026. The parties acknowledge that the Kentucky Attorney General has sole enforcement authority for KCDPA violations and that consumers do not have a private right of action under the KCDPA.

10.5 Exceptions. Obligations do not apply to information: (a) publicly available through no fault of recipient; (b) previously known; (c) independently developed; or (d) required by law to be disclosed with prompt notice.

11. TRADE SECRET PROTECTIONS

11.1 Acknowledgment. The Deposit Materials may constitute trade secrets under the Kentucky Uniform Trade Secrets Act, KRS 365.880 et seq. (the "Kentucky UTSA"). All parties shall take reasonable measures to maintain trade secret status.

11.2 Measures. (a) Mark materials "CONFIDENTIAL — TRADE SECRET"; (b) limit access to authorized persons under confidentiality agreements; (c) maintain access logs; (d) protect all copies; (e) return or destroy upon termination.

11.3 Injunctive Relief. In the event of actual or threatened misappropriation, the aggrieved party may seek injunctive relief per KRS 365.882, including temporary restraining orders and preliminary and permanent injunctions. An injunction shall be terminated when the trade secret has ceased to exist, but the injunction may be continued for an additional reasonable period of time in order to eliminate commercial advantage that otherwise would be derived from the misappropriation.

11.4 Damages. A party may recover actual loss and unjust enrichment not duplicative of actual loss damages. In lieu of damages measured by other methods, damages may be measured by imposition of a reasonable royalty. If willful and malicious misappropriation exists, exemplary damages not exceeding twice actual damages may be awarded, per KRS 365.884.

11.5 Statute of Limitations. Actions must be brought within five (5) years of discovery or when discovery should have occurred through reasonable diligence, per KRS 365.890.

11.6 Attorney's Fees. Courts may award reasonable fees if claims are made in bad faith or willful and malicious misappropriation exists, per KRS 365.886.

11.7 Preservation of Secrecy. Courts shall preserve secrecy by reasonable means including protective orders, in-camera hearings, and sealing records, per KRS 365.888.

12. INTELLECTUAL PROPERTY

12.1 Ownership. Licensor retains all rights in the Deposit Materials.

12.2 No Implied Licenses. No license except the express grant in Section 8 upon valid release.

12.3 Proprietary Markings. All copies bear Licensor's notices.

12.4 Federal Protections. The Deposit Materials may be protected by copyright (17 U.S.C. section 101 et seq.), patent (35 U.S.C. section 1 et seq.), and federal trade secret (18 U.S.C. section 1836 et seq.) laws.

13. WARRANTIES AND DISCLAIMERS

13.1 Licensor Warranties. (a) Full right to deposit and license; (b) no known IP infringement; (c) no intentional malicious code; (d) sufficiency for compilation; (e) all third-party consents obtained; (f) no conflict with other obligations.

13.2 Escrow Agent Warranties. (a) Capacity and expertise; (b) professional performance; (c) adequate insurance.

13.3 Beneficiary Warranties. (a) Authority; (b) compliance with license restrictions.

13.4 Disclaimer. EXCEPT AS EXPRESSLY WARRANTED, DEPOSIT MATERIALS ARE PROVIDED "AS IS" UPON RELEASE. LICENSOR DISCLAIMS ALL OTHER WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THIS DISCLAIMER COMPLIES WITH KENTUCKY LAW AND THE KENTUCKY UNIFORM COMMERCIAL CODE (KRS CHAPTER 355).

14. INDEMNIFICATION

14.1 Licensor. Licensor indemnifies Beneficiary and Escrow Agent from: (a) IP infringement claims; (b) Licensor's breach; (c) intentional malicious code; (d) Licensor's negligence or willful misconduct.

14.2 Beneficiary. Beneficiary indemnifies Licensor and Escrow Agent from: (a) unauthorized use; (b) Beneficiary's breach; (c) Beneficiary's negligence or willful misconduct.

14.3 Escrow Agent. Escrow Agent indemnifies from gross negligence or willful misconduct.

14.4 Procedures. (a) Prompt notice; (b) sole defense control; (c) cooperation at indemnifying party's expense.

15. LIMITATION OF LIABILITY

15.1 Escrow Agent Cap. LIABILITY LIMITED TO TWELVE (12) MONTHS' FEES, EXCLUDING GROSS NEGLIGENCE, WILLFUL MISCONDUCT, AND UNAUTHORIZED DISCLOSURE.

15.2 Licensor/Beneficiary Cap. EXCEPT FOR INDEMNIFICATION, CONFIDENTIALITY/TRADE SECRET BREACHES, AND GROSS NEGLIGENCE/WILLFUL MISCONDUCT, LIABILITY LIMITED TO THE GREATER OF TWELVE MONTHS' FEES OR $[________________________________].

15.3 Consequential Damages. NO INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EXCEPT FOR WILLFUL TRADE SECRET MISAPPROPRIATION, GROSS NEGLIGENCE/WILLFUL MISCONDUCT, OR CONFIDENTIALITY BREACHES.

15.4 Essential Purpose. LIMITATIONS APPLY TO THE FULLEST EXTENT UNDER KENTUCKY LAW.

16. TERM AND TERMINATION

16.1 Term. From the Effective Date until: (a) Underlying Agreement expires (subject to Section 16.5); (b) mutual written agreement; (c) termination for cause; or (d) [________________________________].

16.2 Termination for Cause. (a) Material breach uncured within thirty (30) days; (b) bankruptcy or assignment for creditors (except where constituting a Release Condition).

16.3 Escrow Agent Termination. Ninety (90) days' notice if: (a) fees unpaid sixty (60) days; or (b) unable in good faith to perform.

16.4 Effect. (a) Return or destroy per Licensor's direction; (b) if no direction within thirty (30) days, destroy and certify; (c) accrued obligations survive; (d) confidentiality survives; (e) limitations and indemnification survive.

16.5 License Survival. If release occurred, license rights survive.

16.6 Survival. Sections 2, 8 (if release), 10, 11, 12, 13, 14, 15, 16.4-16.6, 17, 19.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law. This Agreement is governed by the laws of the Commonwealth of Kentucky, without regard to conflict of laws. The UN Convention on Contracts for the International Sale of Goods does not apply.

17.2 Venue. Exclusive jurisdiction and venue in the state and federal courts in [________________________________] County, Kentucky (including the United States District Court for the [________________________________] District of Kentucky).

17.3 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY KENTUCKY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES JURY TRIAL RIGHTS IN ANY ACTION ARISING FROM THIS AGREEMENT. EACH PARTY ACKNOWLEDGES (A) IT HAS READ THIS WAIVER, (B) IT HAS HAD OPPORTUNITY TO CONSULT COUNSEL, (C) THIS WAIVER IS A MATERIAL INDUCEMENT, AND (D) THIS WAIVER IS KNOWING AND VOLUNTARY.

17.4 ADR. (a) Thirty (30) day negotiation; (b) mediation administered by [________________________________] in Kentucky; (c) ☐ binding arbitration administered by [________________________________] in Kentucky before [____] arbitrator(s) applying Kentucky law. The Kentucky Uniform Arbitration Act (KRS Chapter 417) shall govern procedural matters.

17.5 Injunctive Relief. Any party may seek injunctive relief without ADR prerequisites.

17.6 Prevailing Party. Reasonable attorney's fees, costs, and expenses.

18. KENTUCKY-SPECIFIC PROVISIONS

18.1 Electronic Signatures. This Agreement may be executed electronically per the Kentucky UETA, KRS 369.101 et seq. Electronic signatures have the same legal effect as original signatures per KRS 369.107. The parties acknowledge that UETA does not apply to transactions governed by certain provisions of the Uniform Commercial Code, deeds conveying real property interests, or negotiable instruments, as provided in KRS 369.103.

18.2 Consumer Protection. Nothing limits rights under the Kentucky Consumer Protection Act, KRS 367.110 et seq. The Kentucky Attorney General may enforce consumer protection provisions.

18.3 Kentucky Consumer Data Protection Act (KCDPA). Effective January 1, 2026, the KCDPA (KRS 367.3611 et seq.) provides consumer data protection rights and controller/processor obligations. To the extent any party processes Consumer Data in connection with this Agreement, such party shall comply with the KCDPA, including: (a) providing consumers with rights to access, correct, delete, and obtain a copy of their personal data; (b) conducting data protection assessments for processing that presents a heightened risk of harm; and (c) complying with data minimization requirements. The Kentucky Attorney General has sole enforcement authority; no private right of action exists under the KCDPA.

18.4 Kentucky UCC. To the extent this Agreement involves goods under the Kentucky UCC (KRS Chapter 355), Article 2 applies as supplemented by this Agreement.

18.5 Data Breach. The parties shall comply with KRS 365.732. Notification to affected residents shall be in the most expedient time possible and without unreasonable delay. The parties acknowledge that KRS 365.732 does not provide a private right of action but that injured parties may seek damages under KRS 446.070.

18.6 Statute of Limitations. Contract claims: five (5) years under KRS 413.120. Written contract claims may have a longer period under KRS 413.090 (fifteen (15) years for certain written obligations). Trade secret misappropriation: five (5) years under KRS 365.890. The parties agree not to contractually shorten these periods to less than [____] years.

18.7 Interest Rate. The legal rate is eight percent (8%) per annum under KRS 360.010. For contracts of fifteen thousand dollars ($15,000) or less, the maximum rate is the lesser of four percent (4%) above the Federal Reserve discount rate on ninety-day commercial paper or nineteen percent (19%). For contracts exceeding fifteen thousand dollars ($15,000), any rate may be agreed in writing. All interest charges shall comply with Kentucky law.

18.8 Forum Selection. The forum selection clause is enforceable under Kentucky law. Kentucky courts generally enforce forum selection clauses unless unreasonable or obtained through fraud or overreaching.

18.9 Kentucky Arbitration. The Kentucky Uniform Arbitration Act (KRS Chapter 417) governs arbitration proceedings. Arbitration clauses in this Agreement are enforceable under Kentucky law to the extent consistent with the Federal Arbitration Act.

19. MISCELLANEOUS

19.1 Notices. Written notices deemed delivered: (a) upon personal delivery; (b) one (1) Business Day after overnight courier; (c) three (3) Business Days after certified mail; or (d) upon confirmed email with simultaneous copy by another method.

19.2 Assignment. No assignment without written consent. Beneficiary may assign to Affiliates or successors. Unauthorized assignments are void.

19.3 Force Majeure. No liability for Force Majeure delays with prompt notice, reasonable mitigation, and prompt resumption. Ninety (90) day termination right.

19.4 Entire Agreement. This Agreement and Schedules constitute the entire agreement.

19.5 Amendments. Written instrument signed by all three parties.

19.6 Waiver. Written waiver required.

19.7 Severability. Invalid provisions modified or severed.

19.8 Counterparts. May be executed in counterparts.

19.9 Headings. For convenience only.

19.10 Relationship. Independent contractors.

19.11 Third-Party Beneficiaries. None.

19.12 Precedence. This Agreement controls the escrow arrangement.

19.13 Construction. No presumption against drafter. "Including" means "without limitation."

20. SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

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: 8% per annum (KRS 360.010)

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 this inventory is accurate and complete per Section 3.

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

SCHEDULE C — VERIFICATION LEVELS AND PROCEDURES

Tier 1 — Inventory Verification
☐ Compare against Deposit Inventory Form
☐ Verify SHA-256 hash values
☐ Confirm readable format
☐ Review documentation completeness
☐ Report within ten (10) Business Days

Tier 2 — Compilation Verification
☐ Complete Tier 1
☐ Engage independent expert
☐ Attempt compilation
☐ Document results
☐ Report within twenty (20) Business Days

Tier 3 — Full Build and Functionality
☐ Complete Tiers 1 and 2
☐ Deploy in test environment
☐ Execute functional tests
☐ Document results
☐ 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:
☐ Bankruptcy or Insolvency (Section 6.1(a))
☐ Cessation of Business (Section 6.1(b))
☐ Material Breach (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)): [________________________________]

Description:
[________________________________]
[________________________________]

Documentation: ☐ Yes — [____] documents ☐ No — [________________________________]

Sworn Statement: I declare under penalty of perjury under the laws of the Commonwealth of Kentucky that this Release Request is true, accurate, and complete.

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

Objection Procedure

Deadline: [____] Business Days from Licensor's receipt.

Required Contents:
☐ Specific grounds
☐ Supporting documentation
☐ Sworn statement

Resolution:
☐ 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 Kentucky attorney before use. Last updated: 2026-02-27.