SOURCE CODE ESCROW AGREEMENT

State of Maine

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

1. PARTIES AND RECITALS

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

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

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

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

Licensor, Beneficiary, and Escrow Agent are each a "Party" and collectively the "Parties."

WHEREAS, Licensor and Beneficiary have entered into that certain Software License Agreement (or SaaS Agreement) dated [__/__/____] (the "License Agreement") pursuant to which Licensor has granted Beneficiary certain rights to use the software product known as [________________________________] (the "Product");

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

WHEREAS, Licensor agrees to deposit the source code and related materials for the Product with the Escrow Agent under the terms and conditions set forth herein;

WHEREAS, the Escrow Agent is in the business of providing technology escrow services and has agreed to accept, hold, and release the deposited materials in accordance with the terms and conditions of this Agreement;

WHEREAS, this Agreement shall be governed by and construed in accordance with the laws of the State of Maine, including but not limited to the Maine Uniform Trade Secrets Act (10 M.R.S. §§ 1541-1548) with respect to the protection of trade secrets contained in the Deposit Materials; and

WHEREAS, the Parties intend this Agreement to be enforceable in accordance with its terms and to provide adequate protection for the intellectual property and proprietary rights of all Parties;

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 "Acceptance Certificate" means the written acknowledgment issued by the Escrow Agent confirming receipt and cataloging of Deposit Materials, substantially in the form attached as Schedule 2.

2.2 "Authorized Representative" means an individual designated by a Party with authority to bind that Party with respect to actions under this Agreement, as identified in Schedule 4.

2.3 "Business Day" means any day other than a Saturday, Sunday, or legal holiday in the State of Maine.

2.4 "Confidential Information" means all non-public information disclosed by any Party to another in connection with this Agreement, including the Deposit Materials, trade secrets, business plans, customer data, technical specifications, financial information, and all derivatives thereof.

2.5 "Cure Period" means the period of [____] ([____]) Business Days following written notice of a Release Condition during which Licensor may cure the condition giving rise to the release request.

2.6 "Deposit Materials" means the source code, object code, build scripts, compilation instructions, configuration files, databases, data schemas, third-party components and associated licenses, technical documentation, installation guides, user manuals, system architecture documents, API specifications, test suites, and all other materials necessary to build, compile, deploy, operate, maintain, and modify the Product, as more specifically described in Schedule 2.

2.7 "Deposit Update" means any supplemental or replacement deposit of materials to reflect new versions, updates, patches, or modifications to the Product.

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

2.9 "Escrow Fee" means the fees payable to the Escrow Agent as set forth in Schedule 1.

2.10 "Force Majeure Event" means any event beyond the reasonable control of a Party, including acts of God, natural disasters, war, terrorism, pandemic, epidemic, government orders, power outages, telecommunications failures, and labor disputes, but excluding a Party's financial inability to perform.

2.11 "Hash Value" means the cryptographic hash (SHA-256 or equivalent) generated for each Deposit Material to verify data integrity.

2.12 "Insolvency Event" means (a) the filing of a voluntary petition for relief under Title 11 of the United States Code (the "Bankruptcy Code") by Licensor; (b) the filing of an involuntary petition against Licensor under the Bankruptcy Code that is not dismissed within sixty (60) days; (c) the appointment of a receiver, trustee, or custodian for all or substantially all of Licensor's assets; (d) an assignment for the benefit of Licensor's creditors; or (e) Licensor's written admission that it is unable to pay its debts as they become due.

2.13 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, know-how, and all other intellectual property rights recognized under the laws of the United States, the State of Maine, or any other applicable jurisdiction.

2.14 "License Agreement" has the meaning set forth in the Recitals.

2.15 "Objection Notice" means the written notice submitted by Licensor to the Escrow Agent disputing a Release Request, as described in Section 7.

2.16 "Personal Information" means information as defined under the Maine Notice of Risk to Personal Data Act (10 M.R.S. § 1347), including an individual's first name or first initial and last name in combination with any one or more of the following: Social Security number, driver's license number, state identification card number, account number, credit or debit card number, or personal identification codes.

2.17 "Product" has the meaning set forth in the Recitals.

2.18 "Release Conditions" means the conditions described in Section 6 under which the Escrow Agent shall release the Deposit Materials to the Beneficiary.

2.19 "Release Request" means the written request submitted by Beneficiary to the Escrow Agent seeking release of the Deposit Materials, substantially in the form set forth in Schedule 4.

2.20 "Technical Verification" means the process of testing and verifying the Deposit Materials as described in Section 5.

2.21 "Verification Report" means the written report prepared by the Escrow Agent or its designated technical expert following a Technical Verification.

3. DEPOSIT MATERIALS

3.1 Scope of Deposit. Licensor shall deposit with the Escrow Agent the complete Deposit Materials as described in Schedule 2, including without limitation:

(a) All source code files for the Product, including all modules, libraries, components, and frameworks developed by or on behalf of Licensor;

(b) All build scripts, makefiles, configuration files, and compilation instructions necessary to compile, build, and deploy the Product from the source code;

(c) All third-party software components, libraries, and dependencies incorporated into or required by the Product, together with copies of all applicable third-party license agreements;

(d) All database schemas, data dictionaries, seed data, and data migration scripts;

(e) All technical documentation, including system architecture documents, API specifications, data flow diagrams, and entity-relationship diagrams;

(f) All installation guides, deployment instructions, and system requirements documentation;

(g) All test suites, test scripts, test data, and quality assurance documentation;

(h) All user manuals, administrator guides, and operational documentation; and

(i) A complete inventory list of all deposited materials with version numbers, file names, Hash Values, and dates of creation or last modification.

3.2 Format Requirements. All Deposit Materials shall be delivered in industry-standard, machine-readable formats on media that are readily accessible without proprietary hardware or software tools. Licensor shall provide all necessary passwords, encryption keys, and access credentials to enable the Escrow Agent and, upon release, the Beneficiary to access and use the Deposit Materials.

3.3 Completeness Warranty. Licensor represents and warrants that the Deposit Materials, together with commercially available third-party tools identified in the documentation, are sufficient to enable a reasonably skilled software developer to build, compile, deploy, and maintain the Product without the assistance or cooperation of Licensor.

4. DEPOSIT AND UPDATE PROCEDURES

4.1 Initial Deposit. Licensor shall deliver the initial Deposit Materials to the Escrow Agent within [____] ([____]) Business Days following the Effective Date. The Escrow Agent shall acknowledge receipt by issuing an Acceptance Certificate within five (5) Business Days of receipt.

4.2 Deposit Updates. Licensor shall deliver Deposit Updates to the Escrow Agent in accordance with the following schedule:

(a) Within [____] ([____]) Business Days following each major release of the Product;

(b) Within [____] ([____]) Business Days following each minor release of the Product;

(c) In no event less frequently than [quarterly / semi-annually] (select one: ☐ Quarterly ☐ Semi-Annually); and

(d) Promptly upon reasonable written request by Beneficiary, but not more frequently than once per calendar quarter.

4.3 Update Procedures. Each Deposit Update shall be accompanied by an updated inventory list reflecting all changes, additions, and deletions since the prior deposit. Licensor shall clearly identify the version number, date, and nature of all changes. The Escrow Agent shall issue an updated Acceptance Certificate within five (5) Business Days of receipt.

4.4 Integrity Verification. The Escrow Agent shall compute and record Hash Values for all Deposit Materials upon receipt and shall compare such Hash Values upon any subsequent access to confirm integrity. Any discrepancy shall be reported immediately to all Parties.

4.5 Failure to Deposit. If Licensor fails to deliver any required Deposit Update within the specified time, Beneficiary shall provide written notice. If Licensor does not cure such failure within [____] ([____]) Business Days following receipt of such notice, such failure shall constitute a material breach of this Agreement.

5. VERIFICATION AND TESTING

5.1 Verification Levels. Beneficiary may request that the Escrow Agent perform Technical Verification of the Deposit Materials at one or more of the following levels:

☐ Level 1 -- Inventory Verification: The Escrow Agent shall verify that the Deposit Materials contain all items listed in the inventory provided by Licensor, that all files are readable and accessible, and that Hash Values match the recorded values.

☐ Level 2 -- Compilation Verification: In addition to Level 1, the Escrow Agent or its designated technical expert shall attempt to compile and build the Product from the Deposit Materials using the instructions and tools provided by Licensor, and shall report on the success or failure of the compilation process.

☐ Level 3 -- Full Build and Functional Verification: In addition to Levels 1 and 2, the Escrow Agent or its designated technical expert shall deploy the compiled Product in a test environment and verify that the Product operates in material conformity with its published specifications and documentation.

5.2 Verification Frequency. Beneficiary may request Technical Verification: (a) upon receipt of each initial deposit or Deposit Update; (b) annually on or about each anniversary of the Effective Date; or (c) at such other times as Beneficiary reasonably determines necessary, but not more frequently than twice per calendar year without Licensor's prior written consent.

5.3 Verification Costs. All costs associated with Technical Verification shall be borne by: ☐ Beneficiary ☐ Licensor ☐ Split equally (select one). Verification costs shall be set forth in Schedule 1.

5.4 Verification Reports. The Escrow Agent shall deliver a Verification Report to both Licensor and Beneficiary within [____] ([____]) Business Days following completion of each Technical Verification.

5.5 Cure of Deficiencies. If a Verification Report identifies any deficiencies, Licensor shall cure such deficiencies and deliver corrected Deposit Materials within [____] ([____]) Business Days following receipt of the Verification Report. Continued existence of uncured deficiencies shall constitute a material breach.

5.6 Licensor Cooperation. Licensor shall provide reasonable cooperation and assistance in connection with any Technical Verification, including making knowledgeable technical personnel available.

6. RELEASE CONDITIONS

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

(a) Insolvency Event. An Insolvency Event has occurred with respect to Licensor, and Licensor or its successor has failed to continue to perform its obligations under the License Agreement;

(b) Cessation of Business. Licensor has ceased to conduct business in the ordinary course, has wound down its operations, or has discontinued development, maintenance, or support of the Product, and has not assigned its obligations to a successor reasonably acceptable to Beneficiary;

(c) Material Breach of Maintenance Obligations. Licensor has materially breached its maintenance, support, or service-level obligations under the License Agreement, and such breach remains uncured for [____] ([____]) days following Beneficiary's written notice;

(d) Extended Service Unavailability. The Product or hosted services have been unavailable or materially impaired for [____] ([____]) consecutive calendar days, not attributable to a Force Majeure Event, Beneficiary's acts or omissions, or scheduled maintenance;

(e) Failure to Escrow. Licensor has failed to deliver required deposits as required by Section 4, and such failure remains uncured for [____] ([____]) Business Days following Beneficiary's written notice;

(f) Regulatory Action. A governmental authority has issued an order preventing Licensor from performing under the License Agreement, and such prevention continues for [____] ([____]) consecutive calendar days; or

(g) Mutual Agreement. Licensor and Beneficiary jointly instruct the Escrow Agent in writing to release the Deposit Materials.

6.2 Exclusions. The following shall not, standing alone, constitute Release Conditions: (a) a change of control of Licensor, provided the surviving entity assumes obligations under the License Agreement; (b) Licensor's assignment to a creditworthy successor; or (c) temporary service interruptions of less than the specified duration.

6.3 Bankruptcy Code Protections. The Parties acknowledge that this Agreement constitutes a license of intellectual property within the meaning of 11 U.S.C. § 365(n). In the event that Licensor becomes a debtor under the Bankruptcy Code, Beneficiary shall retain all rights granted herein to the fullest extent permitted by 11 U.S.C. § 365(n), including the right to obtain a copy of the Deposit Materials from the Escrow Agent.

7. RELEASE PROCEDURES

7.1 Release Request. To initiate a release, Beneficiary shall submit a Release Request to the Escrow Agent in the form set forth in Schedule 4, together with a sworn declaration describing the Release Condition and the factual basis therefor, with supporting documentation.

7.2 Notice to Licensor. Within two (2) Business Days of receipt, the Escrow Agent shall deliver a copy of the Release Request and supporting documentation to Licensor.

7.3 Licensor's Objection. Licensor may dispute the Release Request by delivering an Objection Notice within [____] ([____]) Business Days following receipt. The Objection Notice shall state the grounds for objection and include supporting documentation.

7.4 Release Without Objection. If Licensor does not deliver a timely Objection Notice, the Escrow Agent shall release the Deposit Materials within five (5) Business Days following expiration of the objection period.

7.5 Dispute Resolution. If Licensor delivers a timely Objection Notice:

(a) Negotiation. Licensor and Beneficiary shall negotiate in good faith for [____] ([____]) Business Days.

(b) Mediation. If not resolved, the Parties shall submit to mediation before a mutually agreed mediator in Portland, Maine. Mediation shall be completed within thirty (30) days of mediator selection.

(c) Binding Resolution. If not resolved through mediation, either Party may pursue resolution under Section 17.

7.6 Emergency Release. In the event of a catastrophic failure rendering Beneficiary unable to conduct its core business operations, Beneficiary may request emergency interim access by submitting a supplemental declaration demonstrating imminent and irreparable harm. The Escrow Agent shall provide supervised, read-only access within twenty-four (24) hours, pending final resolution.

7.7 Escrow Agent's Role. The Escrow Agent shall act as a neutral custodian and shall not determine the validity of any Release Request or Objection Notice.

8. POST-RELEASE LICENSE RIGHTS

8.1 License Grant. Upon a valid release, Beneficiary shall automatically receive a non-exclusive, non-transferable, irrevocable (except as provided in Section 8.5), royalty-free license to use, copy, compile, build, deploy, maintain, modify, and create derivative works of the Deposit Materials solely for continuing Beneficiary's licensed use of the Product.

8.2 Scope Limitations. The license shall not include the right to: (a) commercialize the Deposit Materials; (b) sublicense to third parties, except to Beneficiary's contractors bound by equivalent confidentiality obligations; (c) use the Deposit Materials for purposes other than internal business use of the Product; or (d) reverse engineer portions of the Product not included in the Deposit Materials.

8.3 Third-Party Components. Beneficiary's use of third-party components shall be subject to applicable third-party license agreements.

8.4 Confidentiality. Beneficiary shall maintain the confidentiality of the Deposit Materials following release in accordance with Section 10.

8.5 Termination of Post-Release License. The post-release license shall terminate upon: (a) Beneficiary's written election; (b) a final judicial or arbitral determination that the Release Condition was not valid; or (c) mutual written agreement.

9. FEES AND PAYMENT

9.1 Fee Schedule. Fees shall be as set forth in Schedule 1, including:

(a) Initial Setup Fee: $[________________________________], payable upon execution;

(b) Annual Storage and Maintenance Fee: $[________________________________], payable annually in advance;

(c) Deposit Update Fee: $[________________________________] per update;

(d) Verification Fees: As set forth in Schedule 1;

(e) Release Processing Fee: $[________________________________]; and

(f) Additional Services: At rates to be agreed upon in writing.

9.2 Payment Responsibility. ☐ Licensor shall pay all fees ☐ Beneficiary shall pay all fees ☐ Fees shall be split as follows: [________________________________] (select one).

9.3 Payment Terms. All invoices shall be payable within thirty (30) days of the invoice date. Late payments shall accrue interest at the rate of six percent (6%) per annum, which is the maximum legal rate of interest in the absence of a written agreement in Maine, or the maximum rate permitted under Maine law, whichever is less. Maine law does not impose a general usury cap, but the legal rate absent agreement is six percent per annum under 9-B M.R.S. § 432 and related provisions.

9.4 Fee Adjustments. The Escrow Agent may adjust fees upon sixty (60) days' prior written notice, effective on the next anniversary, with no single annual increase exceeding five percent (5%).

9.5 Taxes. All fees are exclusive of applicable taxes. The responsible Party shall pay all applicable taxes, excluding taxes on the Escrow Agent's income.

10. CONFIDENTIALITY AND SECURITY

10.1 Confidentiality Obligations. Each Party shall maintain the confidentiality of the Confidential Information of the other Parties and shall not disclose, use, or permit access except as authorized by this Agreement. The Escrow Agent shall protect the Deposit Materials with no less than reasonable care.

10.2 Security Measures. The Escrow Agent shall implement and maintain:

(a) Physical security controls at all storage locations, including restricted access areas and environmental controls;

(b) AES-256 encryption (or equivalent) for all Deposit Materials at rest and in transit;

(c) Access controls with multi-factor authentication, limiting access to authorized personnel;

(d) Regular security assessments and vulnerability scans, no less frequently than annually;

(e) Redundant, geographically separated backup copies, tested for recoverability annually;

(f) Comprehensive audit trails recording all access to the Deposit Materials; and

(g) An incident response plan addressing identification, containment, eradication, recovery, and notification.

10.3 Data Breach Notification. In the event of any unauthorized access to, acquisition of, or disclosure of the Deposit Materials or any Personal Information contained therein, the Escrow Agent shall:

(a) Notify all Parties within twenty-four (24) hours of discovery;

(b) Comply with all notification requirements under the Maine Notice of Risk to Personal Data Act (10 M.R.S. §§ 1346-1350), including notification to affected individuals no more than thirty (30) days after becoming aware of the breach and determining its scope;

(c) Notify the Maine Department of Professional and Financial Regulation and, if applicable, the Maine Attorney General as required by 10 M.R.S. § 1348;

(d) Provide a written incident report within seventy-two (72) hours describing the nature and scope of the breach, the data affected, and corrective actions; and

(e) Cooperate fully with affected Parties in investigating the breach and mitigating its effects.

10.4 Penalties. The Parties acknowledge that violations of the Maine Notice of Risk to Personal Data Act may result in fines of up to five hundred dollars ($500) per violation per day, enforceable by the Maine Department of Professional and Financial Regulation or the Maine Attorney General.

10.5 Permitted Disclosures. A Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the disclosing Party gives prompt written notice and cooperates with efforts to obtain a protective order.

11. TRADE SECRET PROTECTIONS

11.1 Acknowledgment of Trade Secret Status. The Parties acknowledge and agree that the Deposit Materials may contain trade secrets of the Licensor as defined under the Maine Uniform Trade Secrets Act, 10 M.R.S. §§ 1541-1548 (the "ME UTSA"). Under 10 M.R.S. § 1542, a trade secret means information, including a formula, pattern, compilation, program, device, method, technique, or process, that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

11.2 Preservation of Trade Secret Status. The deposit of materials with the Escrow Agent and any subsequent release to the Beneficiary in accordance with the Release Conditions shall not constitute a failure to maintain secrecy and shall not diminish the trade secret status of the Deposit Materials under the ME UTSA.

11.3 Protective Measures. All Parties shall take reasonable measures to preserve trade secret status, including:

(a) Limiting disclosure to individuals with a demonstrated need to know who are bound by written confidentiality obligations;

(b) Marking materials with appropriate confidentiality legends;

(c) Implementing physical and electronic security measures;

(d) Maintaining records of all persons who access the Deposit Materials; and

(e) Promptly notifying the Licensor of any actual or suspected unauthorized access.

11.4 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 10 M.R.S. § 1543, including temporary restraining orders, preliminary injunctions, and permanent injunctions, without the requirement of proving actual damages, in addition to all other remedies available at law or in equity. Under 10 M.R.S. § 1543, a court may order actual or threatened misappropriation to be enjoined and, in exceptional circumstances, may condition future use upon payment of a reasonable royalty.

11.5 Damages for Misappropriation. In addition to injunctive relief, the aggrieved Party may recover damages for the actual loss caused by misappropriation and for unjust enrichment under 10 M.R.S. § 1544. If willful and malicious misappropriation is established, the court may award exemplary damages in an amount not exceeding twice the amount of actual damages awarded.

11.6 Attorneys' Fees. A court may award reasonable attorneys' fees to the prevailing Party 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, as provided in 10 M.R.S. § 1545.

11.7 Statute of Limitations. An action for misappropriation under the ME UTSA must be brought within three (3) years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered, pursuant to 10 M.R.S. § 1547.

12. INTELLECTUAL PROPERTY

12.1 Ownership. Nothing in this Agreement transfers any ownership rights in the Deposit Materials or Intellectual Property Rights therein. Licensor retains all right, title, and interest, subject only to the license rights expressly granted herein.

12.2 No Implied Licenses. Except as expressly set forth herein, no license or right is granted under any Intellectual Property Right of any Party, whether by implication, estoppel, or otherwise.

12.3 Moral Rights. To the extent any moral rights exist under applicable law, Licensor waives such rights or agrees not to assert them against Beneficiary or the Escrow Agent in connection with this Agreement.

12.4 Feedback. Any feedback provided by Beneficiary concerning the Deposit Materials or Product shall be the exclusive property of Licensor.

13. WARRANTIES AND DISCLAIMERS

13.1 Licensor's Warranties. Licensor represents and warrants that:

(a) Licensor has the full right, power, and authority to enter into this Agreement and to deposit the Deposit Materials;

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

(c) The Deposit Materials are free from intentionally introduced malicious code, viruses, trojans, or backdoors;

(d) The Deposit Materials are sufficient to enable a reasonably skilled developer to build, compile, deploy, and maintain the Product;

(e) Licensor has obtained all necessary third-party licenses; and

(f) The execution and performance of this Agreement does not violate any agreement or legal obligation binding Licensor.

13.2 Escrow Agent's Warranties. The Escrow Agent warrants that it has the capacity and expertise to perform its obligations, shall perform with reasonable care, and shall maintain insurance as specified in Schedule 1.

13.3 Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 13, THE DEPOSIT MATERIALS ARE PROVIDED "AS IS" UPON RELEASE. LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED UNDER MAINE LAW. THE ESCROW AGENT MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR FUNCTIONALITY OF THE DEPOSIT MATERIALS.

14. INDEMNIFICATION

14.1 Licensor's Indemnification. Licensor shall defend, indemnify, and hold harmless Beneficiary and the Escrow Agent from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) breach of Licensor's warranties; (b) claims that the Deposit Materials infringe third-party Intellectual Property Rights; or (c) Licensor's negligence or willful misconduct.

14.2 Beneficiary's Indemnification. Beneficiary shall defend, indemnify, and hold harmless Licensor and the Escrow Agent from claims arising from: (a) Beneficiary's use of Deposit Materials beyond the licensed scope; (b) breach of Beneficiary's confidentiality obligations; or (c) Beneficiary's negligence or willful misconduct.

14.3 Escrow Agent's Indemnification. The Escrow Agent shall indemnify Licensor and Beneficiary from claims arising from the Escrow Agent's gross negligence, willful misconduct, or material breach.

14.4 Indemnification Procedures. The Indemnified Party shall: (a) promptly notify the indemnifying Party; (b) grant the indemnifying Party sole control of defense and settlement (with consent required for any settlement imposing obligations on the Indemnified Party); and (c) provide reasonable cooperation.

15. LIMITATION OF LIABILITY

15.1 Aggregate Cap. EXCEPT FOR CLAIMS ARISING FROM BREACH OF CONFIDENTIALITY, TRADE SECRET MISAPPROPRIATION, OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF (A) TOTAL FEES PAID OR PAYABLE TO THE ESCROW AGENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) [________________________________] DOLLARS ($[________________________________]).

15.2 Escrow Agent Cap. THE ESCROW AGENT'S TOTAL LIABILITY SHALL NOT EXCEED FEES PAID TO IT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT, EXCEPT IN CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

15.3 Consequential Damages Exclusion. IN NO EVENT SHALL ANY PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, REGARDLESS OF THE THEORY OF LIABILITY.

15.4 Carve-Outs. The limitations in Sections 15.1 through 15.3 shall not apply to: (a) willful misconduct or gross negligence; (b) breach of confidentiality or trade secret misappropriation; (c) Licensor's IP indemnification obligations; or (d) any liability that cannot be limited under Maine law.

15.5 Essential Basis. The limitations of liability are an essential basis of the bargain. These limitations shall apply to the fullest extent permitted under Maine law.

16. TERM AND TERMINATION

16.1 Term. This Agreement commences on the Effective Date and continues coterminous with the License Agreement, unless earlier terminated. It shall automatically renew for successive one (1) year periods unless either Party provides ninety (90) days' prior written notice of non-renewal.

16.2 Termination for Cause. Any Party may terminate immediately upon written notice if another Party commits a material breach and fails to cure within thirty (30) days following written notice.

16.3 Termination by Mutual Agreement. This Agreement may be terminated at any time by mutual written agreement of all Parties.

16.4 Termination of License Agreement. Upon expiration or termination of the License Agreement, this Agreement shall continue for [____] ([____]) days to allow determination of whether a Release Condition has occurred.

16.5 Effect of Termination. Upon termination without a release, the Escrow Agent shall return or destroy all Deposit Materials at Licensor's direction. Post-release license rights under Section 8 survive termination.

16.6 Survival. Sections 2, 8 (if release occurred), 10, 11, 12, 13.3, 14, 15, 17, and 19 shall survive expiration or termination.

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 Maine, without regard to its conflict of laws principles. The Uniform Commercial Code as enacted in Maine (11 M.R.S.) shall apply to the extent applicable.

17.2 Exclusive Jurisdiction and Venue. The Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Cumberland County (Portland), Maine for any action arising out of or relating to this Agreement. Each Party waives any objection to such jurisdiction and venue.

17.3 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY MAINE LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL OF THE MEANING AND CONSEQUENCES OF THIS WAIVER.

17.4 Optional Arbitration. The Parties may elect binding arbitration:

☐ Arbitration Elected. Disputes shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules in Portland, Maine, before a single arbitrator with technology and IP expertise. The arbitrator's decision shall be final and binding.

17.5 Injunctive Relief. Notwithstanding any dispute resolution provisions, any Party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights, trade secrets, or Confidential Information.

17.6 Prevailing Party. The prevailing Party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses.

18. MAINE-SPECIFIC PROVISIONS

18.1 Maine Unfair Trade Practices Act. Nothing in this Agreement shall limit any rights under the Maine Unfair Trade Practices Act (5 M.R.S. §§ 205-A et seq.). The Parties acknowledge that this statute prohibits unfair methods of competition and unfair or deceptive acts or practices in the conduct of any trade or commerce, and that the Maine Attorney General is authorized to enforce violations. Any person who purchases or leases goods or services primarily for personal, family, or household purposes and is injured by a violation may bring a private action under 5 M.R.S. § 213.

18.2 Maine Notice of Risk to Personal Data Act. The Parties acknowledge the requirements of the Maine Notice of Risk to Personal Data Act (10 M.R.S. §§ 1346-1350). Any person that maintains computerized data containing Personal Information shall, upon becoming aware of a security breach, promptly conduct a good-faith investigation and notify affected individuals no more than thirty (30) days after discovering the breach and its scope. Notification must also be provided to the Maine Attorney General if the breach affects more than one thousand (1,000) Maine residents.

18.3 Maine Online Privacy Protection. The Parties acknowledge Maine's Act to Protect the Privacy of Online Consumer Information (12 M.R.S.A. c. 17) and shall handle any consumer data associated with the Deposit Materials in compliance with applicable Maine privacy requirements.

18.4 Electronic Signatures. This Agreement may be executed by electronic signature in accordance with the Maine Uniform Electronic Transactions Act (10 M.R.S. §§ 9401-9418). Electronic signatures shall have the same legal effect as manually executed original signatures.

18.5 Statute of Limitations. The Parties acknowledge that the statute of limitations for contract actions in Maine is six (6) years (14 M.R.S. § 752) for written contracts and six (6) years for actions on account (14 M.R.S. § 753). The UCC statute of limitations for contracts for sale is four (4) years (11 M.R.S. § 2-725).

18.6 Interest Rate Compliance. The legal rate of interest in Maine in the absence of a written agreement is six percent (6%) per annum. Any interest charged under this Agreement shall not exceed the maximum rate permitted under applicable Maine law.

18.7 Bankruptcy Protections. In the event of Licensor's bankruptcy, Beneficiary's rights shall be subject to 11 U.S.C. § 365(n) regarding intellectual property licenses. Beneficiary may elect to retain its rights under this Agreement, including a right to the Deposit Materials, as provided in the Bankruptcy Code.

19. MISCELLANEOUS

19.1 Notices. All notices shall be in writing and deemed given: (a) upon personal delivery; (b) one (1) Business Day after overnight courier deposit; (c) three (3) Business Days after mailing registered or certified mail; or (d) upon confirmed receipt by email. Notices shall be sent to:

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

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

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

19.2 Assignment. No assignment without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations. The Escrow Agent may not assign without consent of both Licensor and Beneficiary.

19.3 Force Majeure. No liability for failure due to a Force Majeure Event, subject to prompt notice, mitigation efforts, and prompt resumption. Termination permitted if the event continues for ninety (90) or more days.

19.4 Entire Agreement. This Agreement, with the Schedules and License Agreement, constitutes the entire agreement and supersedes all prior agreements.

19.5 Amendments. Amendments only by written instrument signed by all three Parties.

19.6 Waiver. No waiver effective unless in writing.

19.7 Severability. If any provision is held invalid by a Maine court, it shall be modified to the minimum extent necessary and the remaining provisions shall continue in full force.

19.8 Counterparts. This Agreement may be executed in counterparts.

19.9 Relationship of the Parties. The Parties are independent contractors.

19.10 Order of Precedence. In case of conflict, this Agreement controls regarding escrow matters; the License Agreement controls regarding all other matters.

19.11 Headings. Section headings are for convenience only.

20. SIGNATURES

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

LICENSOR:

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

BENEFICIARY:

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

ESCROW AGENT:

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

21. SCHEDULES

SCHEDULE 1: FEE SCHEDULE

Insurance Requirements for Escrow Agent:
- Professional Liability (E&O): $[________________________________] minimum
- Cyber Liability: $[________________________________] minimum
- Commercial General Liability: $[________________________________] minimum

SCHEDULE 2: DEPOSIT MATERIALS INVENTORY

(Attach additional pages as necessary.)

Third-Party Components:

SCHEDULE 3: VERIFICATION LEVELS AND PROCEDURES

Level 1 -- Inventory Verification:
- Confirm receipt of all items listed in Schedule 2
- Verify all files are readable and in specified format
- Compute and compare Hash Values
- Estimated timeline: [____] Business Days

Level 2 -- Compilation Verification:
- Perform all Level 1 procedures
- Attempt compilation using specified tools
- Document errors or warnings
- Estimated timeline: [____] Business Days

Level 3 -- Full Build and Functional Verification:
- Perform all Level 1 and Level 2 procedures
- Deploy in isolated test environment
- Execute test suites
- Verify core functionality
- Estimated timeline: [____] Business Days

SCHEDULE 4: RELEASE REQUEST FORM AND OBJECTION PROCEDURE

RELEASE REQUEST FORM

Date: [__/__/____]

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

The undersigned hereby requests the release of the Deposit Materials and certifies under penalty of perjury:

1. The following Release Condition(s) has/have occurred:

☐ Insolvency Event (Section 6.1(a))
☐ Cessation of Business (Section 6.1(b))
☐ Material Breach of Maintenance (Section 6.1(c))
☐ Extended Service Unavailability (Section 6.1(d))
☐ Failure to Escrow (Section 6.1(e))
☐ Regulatory Action (Section 6.1(f))
☐ Mutual Agreement (Section 6.1(g))

2. Factual basis: [________________________________]

3. Supporting documentation attached: ☐ Yes ☐ No

☐ Emergency Release Requested (Section 7.6)

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

OBJECTION NOTICE FORM

Date: [__/__/____]

To: [________________________________] (Escrow Agent)
Copy to: [________________________________] (Beneficiary)
From: [________________________________] (Licensor)
Re: Objection to Release Request dated [__/__/____]

The undersigned hereby objects and states:

1. Grounds for objection: [________________________________]

2. Supporting documentation attached: ☐ Yes ☐ No

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

This Source Code Escrow Agreement template is provided for informational purposes only and does not constitute legal advice. This template must be reviewed and customized by a qualified attorney licensed in Maine before use. Laws and regulations change frequently; verify all statutory citations before reliance.