SOURCE CODE ESCROW AGREEMENT

State of Louisiana

Tri-Party Technology Escrow Agreement

(Civil Law Jurisdiction)

AGREEMENT NUMBER: [________________________________]

EFFECTIVE DATE: [__/__/____]

This Source Code Escrow Agreement (this "Agreement") is entered into as of the Effective Date set forth above by and among the following three parties. The parties acknowledge that Louisiana is a civil law jurisdiction and that this Agreement shall be interpreted in accordance with the Louisiana Civil Code and applicable Louisiana statutory law.

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

1. PARTIES AND RECITALS

1.1 Parties

LICENSOR (Depositor):

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

BENEFICIARY (Licensee):

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

ESCROW AGENT:

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

1.2 Recitals

WHEREAS, Licensor has developed, owns, and maintains certain proprietary software known as [________________________________] (the "Product"), including the underlying source code, documentation, and related materials;

WHEREAS, Licensor and Beneficiary have entered into that certain [Software License Agreement / SaaS Subscription Agreement / Master Services Agreement] dated [__/__/____] (the "Underlying Agreement"), establishing a conventional obligation (La. Civ. Code Art. 1906) pursuant to which Licensor has granted Beneficiary certain rights to use the Product;

WHEREAS, Beneficiary desires to ensure continuity of access to the Product in the event that Licensor is unable or unwilling to continue to support or make the Product available;

WHEREAS, Licensor is willing to deposit source code and related materials with a neutral third-party escrow agent, creating a deposit arrangement consistent with Louisiana Civil Code provisions on deposit (La. Civ. Code Art. 2926 et seq.);

WHEREAS, Escrow Agent is in the business of providing technology escrow services and accepts the deposit under the terms of this Agreement;

WHEREAS, the parties acknowledge that Louisiana is a civil law jurisdiction and intend for this Agreement to be interpreted under the Louisiana Civil Code and applicable Louisiana statutes, including the Louisiana Uniform Trade Secrets Act (La. R.S. §§ 51:1431-1439); and

WHEREAS, the parties desire to set forth the terms and conditions upon which the Deposit Materials will be held and, if applicable, released to Beneficiary.

NOW, THEREFORE, in consideration of the mutual obligations and for good and valuable cause, the parties agree as follows:

2. DEFINITIONS

2.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

2.2 "Build Environment" means the hardware, software, operating systems, compilers, interpreters, libraries, and other tools necessary to compile, build, and deploy the Product from the Source Code.

2.3 "Confidential Information" means all information disclosed under this Agreement designated as confidential or reasonably understood to be confidential, including the Deposit Materials, the terms of this Agreement, and each party's business and technical information.

2.4 "Conventional Obligation" means, pursuant to Louisiana Civil Code Article 1906, an obligation arising from a contract or convention between the parties.

2.5 "Cure Period" means the time allowed for Licensor to cure a failure that would otherwise constitute a Release Event.

2.6 "Deposit Materials" means the Source Code, Documentation, Build Environment specifications, Third-Party Components, and all other materials described in Section 3 and Schedule B.

2.7 "Documentation" means all technical documentation, architecture diagrams, database schemas, API specifications, user manuals, installation instructions, and related materials necessary for a competent software professional to understand, compile, deploy, maintain, and modify the Source Code.

2.8 "Effective Date" means the date set forth in the preamble.

2.9 "Force Majeure Event" (Fortuitous Event, La. Civ. Code Art. 1873) means any event beyond the reasonable control of the affected party that could not have been foreseen or prevented, including acts of God, war, terrorism, pandemic, natural disasters, government action, labor disputes, power failure, or cyberattack, but excluding financial inability.

2.10 "Good Faith" means the duty of good faith and fair dealing imposed on all contracting parties under Louisiana Civil Code Article 1759.

2.11 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights.

2.12 "Lesion" means, for purposes of Louisiana Civil Code Article 2589 et seq., an injury to one party from an inequality of value in the performance of obligations, which is referenced but not asserted as the parties' obligations are mutually agreed and arm's-length.

2.13 "Product" means the software application known as [________________________________], including all versions, updates, and modifications subject to the Underlying Agreement.

2.14 "Prescription" means, under Louisiana law (La. Civ. Code Art. 3447 et seq.), the period after which a legal action is barred, equivalent to a statute of limitations in common law jurisdictions.

2.15 "Release Conditions" and "Release Event" mean the conditions and events described in Section 6.

2.16 "Release Request" means a written request from Beneficiary for release of the Deposit Materials.

2.17 "SaaS Service" means, if applicable, the hosted or cloud-based version of the Product.

2.18 "Source Code" means the human-readable form of the software constituting the Product.

2.19 "Third-Party Components" means third-party software incorporated into or required for the Product.

2.20 "Underlying Agreement" means the agreement between Licensor and Beneficiary referenced in Section 1.2.

2.21 "Verification" means the inspection, testing, or audit of Deposit Materials pursuant to Section 5.

3. DEPOSIT MATERIALS

3.1 Scope

Licensor shall deposit with Escrow Agent: (a) complete Source Code; (b) all build scripts, configuration files, and Build Environment specifications; (c) Third-Party Components with license agreements; (d) complete Documentation; (e) database schemas, migration scripts, and seed data; (f) automated test suites and frameworks; (g) deployment scripts and containerization files; and (h) version control repository export.

3.2 Format

All materials in industry-standard, machine-readable formats. Source Code in plain text with original directory structure. Documentation in PDF, HTML, or Markdown. All materials free of malware and malicious code.

3.3 Inventory

Each deposit accompanied by a written inventory per Schedule B, including version, date, file names, sizes, and SHA-256 hash values.

4. DEPOSIT AND UPDATE PROCEDURES

4.1 Initial Deposit

Within [____] calendar days after the Effective Date, reflecting the current production version.

4.2 Update Deposits

(a) No less frequently than [quarterly / semi-annually / annually], and within [____] days of each major or minor release.

(b) Within [____] days following material changes to functionality, architecture, or dependencies.

(c) Each Update Deposit shall include complete, current Deposit Materials.

4.3 Procedures

Licensor transmits via secure method. Escrow Agent performs intake review, confirms receipt within [____] business days, and notifies of discrepancies for cure within [____] business days.

4.4 Certification

With each deposit, Licensor certifies completeness, accuracy, sufficiency, legal authority, and absence of malicious code per Schedule B.

5. VERIFICATION AND TESTING

5.1 Rights

Beneficiary may request Verification at its expense, no more than [once / twice] per year unless justified.

5.2 Levels

(a) Level 1 — Inventory. File presence, sizes, hash values, integrity. Timeframe: [____] business days.

(b) Level 2 — Compilation. Level 1 plus Build Environment review, compilation attempt, executable production. Timeframe: [____] business days.

(c) Level 3 — Full Functional. Levels 1-2 plus deployment, test execution, functional verification. Timeframe: [____] business days.

5.3 Procedures

Written request specifying level. Copy to Licensor within [____] business days. Licensor cooperates in good faith (La. Civ. Code Art. 1759). Report provided to both parties.

5.4 Remediation

Deficiencies cured within [____] business days. Failure to cure is relevant to Release Conditions. Supplemental Verification at Licensor's expense.

5.5 Confidentiality

Verification personnel execute confidentiality agreements. Secure environment. No retained copies except by Escrow Agent.

6. RELEASE CONDITIONS

6.1 Release Events

(a) Bankruptcy or Insolvency. Voluntary or involuntary petition (not dismissed within 60 days); general assignment for creditors; receiver/curator appointment (not discharged within 60 days); adjudication of bankruptcy or insolvency; or written admission of inability to pay debts. The parties acknowledge that Louisiana utilizes the term "curator" for certain insolvency proceedings.

(b) Cessation of Business. Cease ordinary operations; cease Product development/support without suitable successor; or dissolution/liquidation.

(c) Material Breach (Obligatory Force, La. Civ. Code Art. 1994). Uncured material breach of support/maintenance for [____] days after written notice, constituting a failure to perform a principal obligation; or failure to provide critical security patches creating material security risk.

(d) SaaS Unavailability. Continuous unavailability for [____] days (excluding fortuitous events and scheduled maintenance); failure of service levels for [____] consecutive months; or discontinuation without transition assistance.

(e) Deposit Failures. Failure to make required deposits uncured for [____] days after notice.

(f) Escrow Breach. Material breach of this Agreement uncured for [____] days after notice.

6.2 Exclusions

Change of control with assumption of obligations; fortuitous event interruptions; scheduled maintenance; natural expiration; fee disputes with continued performance.

6.3 Section 365(n) Protections

License rights constitute "intellectual property" under 11 U.S.C. § 101(35A). Beneficiary may retain rights under 11 U.S.C. § 365(n) in Licensor's bankruptcy.

6.4 Putting in Default (Mise en Demeure)

Consistent with Louisiana Civil Code Article 1991, Beneficiary shall put Licensor in default by written notice specifying the breach and allowing the applicable Cure Period before submitting a Release Request. The notice shall constitute a formal mise en demeure under Louisiana law.

7. RELEASE PROCEDURES

7.1 Request

Written Release Request per Schedule D with description, dates, declaration under oath, supporting documentation, and certification of compliance with mise en demeure requirements.

7.2 Response

Licensor has [____] business days to object or consent. No response deemed consent.

7.3 Objection

If objection, no release except by joint instruction, final court judgment, or arbitration award. Good-faith negotiation for [____] business days, then Section 17 procedures.

7.4 Emergency Release

Interim read-only access upon emergency demonstration, subject to supplemental confidentiality and Licensor notification. Materials returned if request denied.

7.5 Delivery

Complete copies within [____] business days via secure method per Schedule A.

8. POST-RELEASE LICENSE RIGHTS

8.1 License Grant

Upon valid release, Licensor grants Beneficiary a non-exclusive, non-transferable, irrevocable, royalty-free license to use, reproduce, compile, build, deploy, operate, maintain, modify, and create derivative works of the Deposit Materials solely for continuing use of the Product as permitted under the Underlying Agreement.

8.2 Restrictions

No competitive use; no distribution or sublicensing (except Section 8.3); no reverse engineering of unreleased portions; compliance with usage limits and Third-Party Component licenses.

8.3 Sublicense to Contractors

Permitted with confidentiality agreements, Beneficiary responsibility, and no retained copies.

8.4 Post-Release Obligations

Maintain confidentiality, records, security, and notify of unauthorized access.

8.5 Duration

Continues for the period Beneficiary would have used the Product under the Underlying Agreement.

9. FEES AND PAYMENT

9.1 Fee Schedule

Per Schedule A: Setup Fee, Annual Storage Fee, Deposit Processing Fee, Verification Fees, Release Processing Fee, and Additional Services.

9.2 Payment Responsibility

Setup and Storage by [Licensor / Beneficiary / shared]; Deposit Processing by Licensor; Verification by Beneficiary (supplemental at Licensor's cost); Release Processing by Beneficiary.

9.3 Payment Terms

(a) Within [____] days of invoice.

(b) Late payments bear interest at one and one-half percent (1.5%) per month or the maximum permitted under Louisiana law, whichever is less. Pursuant to La. R.S. § 9:3509, for commercial obligations with an original principal balance of two hundred fifty thousand dollars ($250,000) or less, the fixed simple interest rate shall not be prospectively increased to a rate greater than eighteen percent (18%) per annum or three (3) percentage points above the fixed contract rate in effect prior to default, whichever is greater, upon default. The Louisiana legal interest rate is set annually by the Louisiana Commissioner of Financial Institutions.

(c) The parties acknowledge the specified rate complies with Louisiana usury law, and any provision resulting in an excessive rate shall be automatically reduced to the maximum lawful rate.

(d) Escrow Agent has a lien (privilege) on Deposit Materials for unpaid fees, not impeding valid release except for Beneficiary fees more than [____] days past due.

9.4 Fee Adjustments

Annual increases upon [____] days' notice, not exceeding [____] percent without consent.

10. CONFIDENTIALITY AND SECURITY

10.1 Obligations

Each party shall hold Confidential Information in strict confidence, use it solely for this Agreement's purposes, protect it with reasonable care, and limit access to those bound by equivalent obligations. The parties acknowledge the duty of good faith under La. Civ. Code Art. 1759 applies to all confidentiality obligations.

10.2 Exceptions

Publicly available; public through no fault of receiver; previously in possession; from authorized third party; independently developed.

10.3 Permitted Disclosures

Required by law, regulation, or court order, with prompt notice, cooperation for protective treatment, and minimum disclosure.

10.4 Escrow Agent Security

Physical security; AES-256 encryption at rest, TLS 1.2+ in transit; multi-factor authentication; audit logging for [____] years; geographically redundant storage; annual security assessments; SOC 2 Type II compliance.

10.5 Data Breach Notification

(a) Escrow Agent shall notify Licensor and Beneficiary without unreasonable delay upon discovering a security breach.

(b) Pursuant to the Louisiana Database Security Breach Notification Law (La. R.S. §§ 51:3071-3077), Escrow Agent shall notify affected Louisiana residents in the most expedient time possible and without unreasonable delay, but not later than sixty (60) days from discovery of the breach. Written notice detailing the breach must be provided to the Consumer Protection Section of the Louisiana Attorney General's Office, including the names of all affected Louisiana residents.

(c) Failure to provide timely notice may result in fines of up to five thousand dollars ($5,000) per violation under La. R.S. § 51:3075, with each day of non-receipt of AG notice deemed a separate violation.

(d) Escrow Agent shall cooperate in investigating and mitigating the breach.

11. TRADE SECRET PROTECTIONS

11.1 Acknowledgment

The Deposit Materials may constitute trade secrets under the Louisiana Uniform Trade Secrets Act (LUTSA, La. R.S. §§ 51:1431-1439) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.).

11.2 Definition Under Louisiana Law

Under La. R.S. § 51:1431(4), a "trade secret" means information, including a formula, pattern, compilation, program, device, method, technique, or process, that (a) derives independent economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

11.3 Reasonable Measures

Each party shall mark materials with confidentiality legends, limit access, implement security measures, investigate unauthorized access, and maintain access records.

11.4 Injunctive Relief

Actual or threatened misappropriation may be enjoined pursuant to La. R.S. § 51:1433. Upon application, a court may issue an injunction to prevent actual or threatened misappropriation. The injunction may be terminated when the trade secret has ceased to exist, but the injunction may be continued for an additional reasonable period to eliminate commercial advantage.

11.5 Damages

(a) Under La. R.S. § 51:1434, a complainant may recover damages for the actual loss caused by misappropriation and for the unjust enrichment caused by misappropriation that is not taken into account in computing damages for actual loss.

(b) Important Louisiana Distinction: Unlike the model UTSA adopted in many other states, the Louisiana version of the UTSA (LUTSA) does not permit recovery of exemplary (punitive) damages for willful and malicious misappropriation, and does not expressly permit recovery measured by a reasonable royalty in lieu of actual damages. This is a significant distinction from common law states.

11.6 Attorney's Fees

The court may award reasonable attorney's fees to the prevailing party if willful and malicious misappropriation exists or a claim of misappropriation is made in bad faith, per La. R.S. § 51:1435.

11.7 Prescription (Statute of Limitations)

Actions for misappropriation must be brought within three (3) years after the misappropriation is discovered or should have been discovered through reasonable diligence, per La. R.S. § 51:1436.

11.8 Federal DTSA Notice

Per 18 U.S.C. § 1833(b), individuals are not liable for disclosures made in confidence to government officials or attorneys for reporting suspected violations, or in sealed court filings.

12. INTELLECTUAL PROPERTY

12.1 Ownership

Licensor retains all rights. No transfer by this Agreement. Post-release modifications by Beneficiary are owned by Beneficiary, subject to Licensor's underlying rights.

12.2 No Implied Licenses

No license by implication, estoppel, or otherwise except as expressly granted.

12.3 Third-Party IP

Licensor has obtained necessary licenses and shall provide copies.

12.4 Open Source

Licensor identifies all open source components and applicable licenses, disclosing copyleft obligations.

13. WARRANTIES AND DISCLAIMERS

13.1 Licensor Warranties

Authority, no conflicts, completeness and accuracy of materials, no malicious code, valid IP rights, non-infringement, and reasonable trade secret measures. These warranties constitute conventional obligations under Louisiana Civil Code Article 1906.

13.2 Beneficiary Warranties

Authority, permitted use, and confidentiality maintenance.

13.3 Escrow Agent Warranties

Authority, reasonable care per industry standards, and maintained security.

13.4 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES HEREIN, THE DEPOSIT MATERIALS ARE PROVIDED "AS IS" UPON RELEASE. TO THE FULLEST EXTENT PERMITTED UNDER LOUISIANA LAW, LICENSOR DISCLAIMS ALL WARRANTIES NOT EXPRESSLY SET FORTH, INCLUDING ANY IMPLIED WARRANTIES. THE PARTIES ACKNOWLEDGE THAT UNDER LOUISIANA CIVIL CODE ARTICLE 2520, THE SELLER WARRANTS THE BUYER AGAINST REDHIBITORY DEFECTS, AND THAT THIS DISCLAIMER IS INTENDED TO MODIFY SUCH WARRANTY TO THE EXTENT PERMITTED BY LOUISIANA CIVIL CODE ARTICLE 2548 (WAIVER OR MODIFICATION OF WARRANTY). ESCROW AGENT MAKES NO WARRANTY REGARDING COMPLETENESS OR FUNCTIONALITY.

14. INDEMNIFICATION

14.1 By Licensor

Defend and hold harmless Beneficiary and Escrow Agent from IP infringement claims, warranty breaches, malicious code, and failure to obtain third-party licenses.

14.2 By Beneficiary

Defend and hold harmless Licensor and Escrow Agent from misuse, modifications, warranty breaches, and confidentiality failures.

14.3 By Escrow Agent

Defend and hold harmless from gross negligence (faute lourde) or willful misconduct (dol) and material security breaches.

14.4 Procedures

Prompt notice, sole control of defense (with consent for adverse settlements), and reasonable cooperation.

15. LIMITATION OF LIABILITY

15.1 Consequential Damages

EXCEPT FOR CONFIDENTIALITY BREACHES, INDEMNIFICATION, TRADE SECRET MISAPPROPRIATION, AND WILLFUL MISCONDUCT (DOL), NO PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES. THE PARTIES ACKNOWLEDGE THAT UNDER LOUISIANA CIVIL CODE ARTICLE 1996, DAMAGES ARE MEASURED BY THE LOSS SUSTAINED AND PROFIT OF WHICH THE OBLIGEE WAS DEPRIVED, AND THAT THIS LIMITATION MODIFIES THOSE DEFAULT RULES BY MUTUAL AGREEMENT.

15.2 Cap

Licensor/Beneficiary: greater of fees under this Agreement or the Underlying Agreement in the preceding 12 months. Escrow Agent: fees paid to Escrow Agent in the preceding 12 months.

15.3 Exceptions

Willful misconduct (dol), fraud, gross negligence (faute lourde), trade secret misappropriation, IP infringement, unauthorized release. Under Louisiana Civil Code Article 2004, a party may not limit liability for intentional or grossly negligent breach.

15.4 Essential Basis

THE LIMITATIONS ARE ESSENTIAL TO THE AGREEMENT AND APPLY NOTWITHSTANDING FAILURE OF ANY REMEDY. THE PARTIES HAVE FREELY NEGOTIATED THESE PROVISIONS AS PERMITTED UNDER LOUISIANA CIVIL CODE ARTICLE 2046.

16. TERM AND TERMINATION

16.1 Term

Initial term of [____] year(s), auto-renewing for [____]-year terms unless [____] days' notice of non-renewal. The term constitutes a term obligation under Louisiana Civil Code Article 1778.

16.2 Coterminous Option

☐ If checked, coterminous with the Underlying Agreement.

16.3 Termination for Cause (Dissolution, La. Civ. Code Art. 2013)

Any party may seek dissolution of this Agreement upon [____] days' notice of material uncured breach, consistent with Louisiana Civil Code Article 2013 (judicial dissolution for non-performance). Automatic termination upon mutual agreement, Underlying Agreement termination (if coterminous), or Escrow Agent cessation.

16.4 Escrow Agent Resignation

Upon [____] days' notice. Cooperate in transfer or return.

16.5 Effect

Return, transfer, or destroy materials. Post-release rights survive. Confidential Information returned or destroyed.

16.6 Survival

Sections 2, 8 (if release occurred), 10, 11, 12, 13 (as applicable), 14, 15, 17, and 19 survive.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana, including the Louisiana Civil Code, without regard to conflict of laws principles. The UN Convention on Contracts for the International Sale of Goods shall not apply. The parties acknowledge that Louisiana is a civil law jurisdiction and that the interpretation of this Agreement shall be guided by the principles of the Louisiana Civil Code, including but not limited to the rules of contractual interpretation set forth in Louisiana Civil Code Articles 2045 through 2057.

17.2 Venue and Jurisdiction

The parties consent to exclusive jurisdiction in the state and federal courts located in [Orleans Parish (New Orleans) / East Baton Rouge Parish (Baton Rouge)] (select one), Louisiana. Each party waives any objection to venue and any claim of inconvenient forum.

17.3 Jury Waiver

TO THE FULLEST EXTENT PERMITTED BY LOUISIANA LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. THIS WAIVER IS A MATERIAL INDUCEMENT. EACH PARTY HAS HAD OPPORTUNITY TO CONSULT COUNSEL. THE PARTIES ACKNOWLEDGE THAT LOUISIANA CODE OF CIVIL PROCEDURE ARTICLE 1731 ET SEQ. GOVERNS JURY TRIALS AND THAT THIS WAIVER IS MADE PURSUANT TO THOSE PROVISIONS.

Initials: Licensor: [____] Beneficiary: [____] Escrow Agent: [____]

17.4 Arbitration (Optional)

☐ If checked, disputes not resolved through negotiation within [____] days shall be submitted to binding arbitration by [AAA / JAMS] in [________________________________], Louisiana, applying Louisiana substantive law including the Louisiana Civil Code. The award is final, binding, and enforceable under Louisiana Code of Civil Procedure Article 4211.

17.5 Injunctive Relief

Any party may seek equitable relief from any court of competent jurisdiction to protect IP rights, trade secrets, or Confidential Information, notwithstanding any arbitration agreement.

17.6 Prevailing Party Fees

The prevailing party may recover reasonable attorney's fees, expert fees, and costs.

18. LOUISIANA-SPECIFIC PROVISIONS

18.1 Civil Law Jurisdiction Acknowledgment

(a) The parties expressly acknowledge that Louisiana is a civil law jurisdiction whose legal framework is based primarily on the Louisiana Civil Code, not on common law traditions. Certain legal concepts familiar in common law states, such as equitable remedies, promissory estoppel, and implied-in-law contracts, may operate differently or may not exist under Louisiana law.

(b) This Agreement constitutes a conventional obligation (contrat) under Louisiana Civil Code Article 1906, formed by the consent of the parties in accordance with Louisiana Civil Code Articles 1927 and 1966 (cause of the obligation).

(c) To the extent any provision of this Agreement conflicts with a mandatory provision of the Louisiana Civil Code, the Louisiana Civil Code shall control. The parties have not intended to derogate from any provision of the Louisiana Civil Code that may not be derogated from by agreement of the parties.

18.2 Louisiana Deposit Law

The parties acknowledge that the deposit of the Deposit Materials with Escrow Agent may be characterized under Louisiana law as a deposit (dépôt) governed by Louisiana Civil Code Articles 2926 through 2946. Escrow Agent, as depository, shall exercise the same diligence in the safekeeping of the Deposit Materials as a prudent administrator would exercise in the management of the depositor's affairs, and shall return the Deposit Materials in accordance with the terms of this Agreement.

18.3 Electronic Signatures

This Agreement may be executed electronically per the Louisiana UETA (La. R.S. §§ 9:2601-2620) and the federal E-SIGN Act. Electronic signatures are legally binding and enforceable.

18.4 Louisiana Unfair Trade Practices and Consumer Protection Law (LUTPA)

The parties acknowledge that the Louisiana Unfair Trade Practices and Consumer Protection Law (La. R.S. §§ 51:1401 et seq.) prohibits unfair methods of competition and unfair or deceptive acts or practices in the conduct of trade or commerce. Nothing in this Agreement is intended to waive or limit any non-waivable rights under LUTPA.

18.5 Interest Rate Compliance

(a) Pursuant to La. R.S. § 9:3509, for commercial obligations with an original principal balance of two hundred fifty thousand dollars ($250,000) or less, interest upon default shall not exceed eighteen percent (18%) per annum or three (3) percentage points above the pre-default rate, whichever is greater.

(b) For commercial obligations exceeding two hundred fifty thousand dollars ($250,000), the maximum default rate is twenty-one percent (21%) per annum or three percentage points above the pre-default rate, whichever is greater.

(c) All interest provisions comply with Louisiana usury law, and any excessive rate shall be automatically reduced to the lawful maximum.

18.6 Prescription (Statute of Limitations)

(a) Personal actions on written contracts: ten (10) years (La. Civ. Code Art. 3499).

(b) Trade secret misappropriation: three (3) years from discovery (La. R.S. § 51:1436).

(c) The parties acknowledge that Louisiana uses the civil law term "prescription" rather than "statute of limitations" and that liberative prescription extinguishes the right to enforce an obligation after the passage of a specified period.

18.7 Bankruptcy Protections

Beneficiary's rights protected under 11 U.S.C. § 365(n).

18.8 Louisiana Data Privacy

The parties shall comply with all applicable Louisiana data privacy and security laws, including the Database Security Breach Notification Law (La. R.S. §§ 51:3071-3077).

18.9 Interpretation Under Louisiana Civil Code

(a) Good Faith (La. Civ. Code Art. 1759). The parties shall perform their obligations under this Agreement in good faith.

(b) Interpretation of Contracts (La. Civ. Code Art. 2045-2057). This Agreement shall be interpreted according to the common intent of the parties (Art. 2045). Words susceptible of different meanings must be interpreted as having the meaning that best conforms to the object of the contract (Art. 2048). Provisions must be interpreted in light of other provisions so that each is given the meaning suggested by the contract as a whole (Art. 2050).

(c) Cause (La. Civ. Code Art. 1966). The cause of the obligations arising under this Agreement is the protection of Beneficiary's access to the Product and the preservation of Licensor's proprietary rights, which the parties acknowledge is a lawful cause.

(d) Stipulation Pour Autrui. This Agreement is not intended to create any third-party beneficiary rights or stipulation pour autrui under Louisiana Civil Code Article 1978.

18.10 Forum Selection Enforceability

Louisiana courts enforce forum selection clauses in commercial contracts when freely negotiated between the parties.

19. MISCELLANEOUS

19.1 Notices

Written notices deemed given when delivered by hand, received by overnight courier, sent by email during business hours (next business day if after hours), or on the third business day after certified mailing.

19.2 Entire Agreement

This Agreement, Schedules, and the Underlying Agreement constitute the entire agreement and supersede all prior agreements.

19.3 Order of Precedence

This Agreement controls escrow matters; the Underlying Agreement controls other matters.

19.4 Amendments

Written instrument signed by all three parties required. No oral modifications per La. Civ. Code Art. 1956 (modification requires same formalities as original).

19.5 Assignment (Cession of Rights)

No assignment (cession of rights under La. Civ. Code Art. 2642) without consent except in M&A with assumption of obligations. Void purported assignments.

19.6 Force Majeure (Fortuitous Event)

Consistent with Louisiana Civil Code Article 1873, no party liable for performance failures caused by fortuitous events, provided prompt notice, mitigation, and resumption.

19.7 Severability

Invalid provisions modified minimally or severed; remainder continues (La. Civ. Code Art. 2054 — effect given to all provisions).

19.8 Waiver

Failure to enforce is not a waiver. Written waivers only. Under Louisiana Civil Code Article 1884, a remission of debt is effective when the obligor knows of the remission.

19.9 Counterparts

Multiple counterparts, each original. Electronic delivery effective.

19.10 Independent Contractors

No partnership, joint venture, agency, or mandate relationship (La. Civ. Code Art. 2989).

19.11 No Third-Party Beneficiaries

No stipulation pour autrui (La. Civ. Code Art. 1978) intended.

19.12 Construction

No presumption against drafter. Interpreted as a whole per La. Civ. Code Art. 2050. Headings for reference.

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: [__/__/____]

21. SCHEDULES

SCHEDULE A — FEE SCHEDULE

Payment Terms: Net [____] days. Late Payment Rate: [____]% per month (not exceeding 18% per annum for obligations ≤$250K per La. R.S. § 9:3509).

SCHEDULE B — DEPOSIT MATERIALS INVENTORY

Deposit Date: [__/__/____] Product: [________________________________] Version: [________________________________]

Certification: I certify completeness, accuracy, sufficiency, authority, and absence of malicious code.

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

SCHEDULE C — VERIFICATION PROCEDURES

Level 1: ☐ File presence ☐ Sizes/hashes ☐ Integrity

Level 2: ☐ All Level 1 ☐ Build Environment review ☐ Compilation attempt ☐ Executable verification ☐ Third-party compliance

Level 3: ☐ All Level 1-2 ☐ Test deployment ☐ Test suite execution ☐ Functional verification ☐ Database initialization ☐ API testing ☐ Deployment scripts

SCHEDULE D — RELEASE REQUEST AND OBJECTION FORMS

RELEASE REQUEST

Date: [__/__/____] To: [________________________________] From: [________________________________]

Agreement: [________________________________] Product: [________________________________]

☐ 6.1(a) Bankruptcy/Insolvency ☐ 6.1(b) Cessation ☐ 6.1(c) Material Breach ☐ 6.1(d) SaaS Unavailability ☐ 6.1(e) Deposit Failure ☐ 6.1(f) Escrow Breach

Description: [________________________________]

Dates: [__/__/____] Mise en Demeure Sent: [__/__/____] Cure Period Expires: [__/__/____]

☐ Mise en demeure notice attached ☐ Evidence attached ☐ Delivery proof ☐ Other: [________________________________]

I declare under oath and under the laws of the State of Louisiana and the United States that the foregoing is true and correct.

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

OBJECTION NOTICE

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

Grounds: [________________________________]

☐ Refuting evidence ☐ Proof of cure ☐ Other: [________________________________]

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

END OF AGREEMENT

Document Reference: LA-SCEA-[________________________________]
Template Version: 2.0 — Effective 2026-02-27

CIVIL LAW JURISDICTION NOTICE: This Agreement has been drafted for use in Louisiana, a civil law jurisdiction. Certain terms and concepts used herein may have different meanings and legal effects than in common law states. Consultation with a Louisiana-licensed attorney is strongly recommended before execution.