SOURCE CODE ESCROW AGREEMENT

State of Michigan

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

1. PARTIES AND RECITALS

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

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

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

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

RECITALS

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

WHEREAS, the Software Product includes valuable source code, build environments, documentation, and related materials that constitute proprietary trade secrets of Licensor under the Michigan Uniform Trade Secrets Act, MCL 445.1901 et seq.;

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

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

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

WHEREAS, all parties acknowledge that this Agreement is governed by the laws of the State of Michigan and that the Deposit Materials may be afforded protection under the Michigan Uniform Trade Secrets Act (MCL 445.1901 et seq.) and applicable federal intellectual property laws;

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

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

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

2. DEFINITIONS

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

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

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

2.4 "Deposit Materials" means, collectively, all source code, object code, build scripts, compilation instructions, configuration files, database schemas, API documentation, technical documentation, user manuals, third-party component listings with applicable license terms, encryption keys, passwords, and all other materials deposited with Escrow Agent pursuant to Section 3 and as further specified in Schedule B.

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

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

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

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

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

2.10 "Misappropriation" has the meaning ascribed to it under the Michigan Uniform Trade Secrets Act, MCL 445.1902.

2.11 "Personal Information" has the meaning ascribed to it under the Michigan Identity Theft Protection Act, MCL 445.63.

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

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

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

2.15 "Trade Secret" has the meaning ascribed to it under the Michigan Uniform Trade Secrets Act, MCL 445.1902, and includes 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.

2.16 "Underlying Agreement" means that certain [________________________________] between Licensor and Beneficiary dated [__/__/____], as amended from time to time.

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

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

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

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

3. DEPOSIT MATERIALS

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

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

(b) All build scripts, makefiles, project files, and compilation instructions;

(c) All configuration files, environment settings, and deployment scripts;

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

(e) A comprehensive list of all third-party software components with version numbers, license terms, and acquisition instructions;

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

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

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

(i) All encryption keys, certificates, passwords, and access credentials, to the extent not restricted by third-party agreements;

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

(k) Any additional materials specified in Schedule B.

3.2 Format Requirements. All Deposit Materials shall be delivered in industry-standard, machine-readable formats, free of viruses, malware, and other harmful code.

3.3 Completeness Representation. Licensor represents and warrants that the Deposit Materials are sufficient for a reasonably skilled developer to compile, build, deploy, and maintain the Software Product.

4. DEPOSIT AND UPDATE PROCEDURES

4.1 Initial Deposit. Licensor shall deliver the Initial Deposit within [____] Business Days following the Effective Date.

4.2 Update Deposits. Licensor shall deliver Update Deposits: (a) within [____] Business Days of each major release; (b) within [____] Business Days of each minor release; (c) no less frequently than every [____] months; and (d) within [____] Business Days of material changes to third-party components.

4.3 Deposit Procedures. Each deposit shall include: (a) delivery via ☐ secure electronic transfer ☐ encrypted physical media ☐ other: [________________________________]; (b) a completed Deposit Inventory Form (Schedule B); (c) SHA-256 cryptographic hash values; (d) verification by Escrow Agent; and (e) written confirmation to all parties within five (5) Business Days.

4.4 Failure to Deposit. If Licensor fails to make a required deposit, Beneficiary may provide written notice. If uncured within fifteen (15) Business Days, such failure constitutes material breach.

4.5 Supplemental Deposits. Licensor may make supplemental deposits at any time with a revised Deposit Inventory Form.

5. VERIFICATION AND TESTING

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

5.2 Verification Tiers.

Tier 1 — Inventory Verification: (a) Compare deposit contents against Deposit Inventory Form; (b) verify cryptographic hash values; (c) confirm readable, non-corrupted format; (d) deliver Verification Report within ten (10) Business Days.

Tier 2 — Compilation Verification: (a) All Tier 1 procedures; (b) independent third-party expert attempts compilation; (c) document compilation results; (d) deliver Verification Report within twenty (20) Business Days.

Tier 3 — Full Build and Functionality Verification: (a) All Tier 1 and Tier 2 procedures; (b) deploy in test environment; (c) test against agreed functional criteria; (d) deliver comprehensive Verification Report within thirty (30) Business Days.

5.3 Verification Costs. ☐ Beneficiary ☐ Licensor ☐ Split equally ☐ Other: [________________________________]. If deficiencies are attributable to Licensor, Licensor bears all costs.

5.4 Deficiency Cure. Licensor shall cure deficiencies within [____] Business Days of the Verification Report.

5.5 Expert Confidentiality. Any expert shall execute a confidentiality agreement consistent with Section 11 before accessing the Deposit Materials.

6. RELEASE CONDITIONS

6.1 Release Events. Escrow Agent shall release the Deposit Materials upon:

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

(b) Cessation of Business. Licensor permanently ceases development, maintenance, or support of the Software Product;

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

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

(e) Failure to Maintain Escrow. Licensor fails to make required deposits and does not cure within thirty (30) days of notice;

(f) Licensor Dissolution. Licensor is dissolved under the Michigan Business Corporation Act (MCL 450.1801 et seq.) or Michigan Limited Liability Company Act (MCL 450.4801 et seq.) without a successor assuming obligations; and

(g) Other Conditions. [________________________________].

6.2 Exclusions. The following alone are not Release Conditions: (a) change of control where successor assumes obligations; (b) permitted assignment; (c) Force Majeure disruptions; (d) non-material disputes; or (e) good-faith discontinuation of non-material features.

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

7. RELEASE PROCEDURES

7.1 Release Request. Beneficiary shall submit a Release Request (Schedule D) including: (a) description of Release Conditions; (b) supporting documentation; (c) sworn statement under Michigan law; (d) identification of requested materials; and (e) certification of concurrent notice to Licensor.

7.2 Notice to Licensor. Escrow Agent shall notify Licensor within two (2) Business Days with a copy of the Release Request.

7.3 Licensor Objection Period. Licensor has [____] Business Days to submit a written objection with specific grounds, documentation, and sworn statement.

7.4 Resolution of Disputed Release. If objection is timely: (a) Escrow Agent withholds release; (b) parties negotiate for fifteen (15) Business Days; (c) if unresolved, mediation or arbitration per Section 17; and (d) release only upon mutual agreement, final court order, or arbitration award.

7.5 Undisputed Release. If no timely objection, release within five (5) Business Days after the Objection Period.

7.6 Emergency Release. Beneficiary may request emergency interim release via sworn declaration. Escrow Agent shall provide access within forty-eight (48) hours, subject to: (a) simultaneous Licensor notice; (b) limited use; (c) Licensor's objection right; and (d) all confidentiality restrictions.

7.7 Delivery. Escrow Agent shall deliver via ☐ secure electronic transfer ☐ encrypted physical media ☐ other: [________________________________], retaining originals.

8. POST-RELEASE LICENSE RIGHTS

8.1 License Grant. Upon valid release, Beneficiary receives a non-exclusive, non-transferable, limited license to: (a) continue operating the Software Product internally; (b) maintain and fix errors; (c) compile source code for deployment; and (d) create derivative works solely as necessary.

8.2 Limited Sublicense. Beneficiary may sublicense only to employees, contractors, and service providers bound by equivalent confidentiality obligations.

8.3 Restrictions. Beneficiary shall not: (a) use for unauthorized purposes; (b) commercialize or distribute; (c) reverse engineer non-deposited portions; (d) remove proprietary notices; or (e) develop competing products.

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

9. FEES AND PAYMENT

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

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

9.3 Payment Terms. All invoices payable within thirty (30) days. Late payments accrue interest at five percent (5%) per annum, which is the legal rate under MCL 438.31, or the maximum rate permitted by law (parties may stipulate in writing up to seven percent (7%) per annum under MCL 438.31), whichever is less, calculated from due date until payment.

9.4 Fee Adjustments. Escrow Agent may increase annual fees upon sixty (60) days' notice, not exceeding the greater of five percent (5%) or the CPI-U percentage increase for the Detroit-Ann Arbor-Flint metropolitan area.

9.5 Taxes. All fees exclude applicable taxes. The responsible party pays all sales, use, and other taxes, excluding Escrow Agent's income taxes.

10. CONFIDENTIALITY AND SECURITY

10.1 Confidentiality Obligations. Each party shall maintain confidentiality of all Confidential Information and use it only for purposes of this Agreement. Escrow Agent shall not access, use, copy, or disclose the Deposit Materials except as expressly authorized. Each party shall restrict access to those with a need to know bound by written confidentiality obligations.

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

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

(a) Notify Licensor and Beneficiary without unreasonable delay, consistent with the Michigan Identity Theft Protection Act, MCL 445.72;

(b) Provide notice to affected Michigan residents including: a description of the breach in general terms, the type of personal information compromised, generally described protective measures taken, a telephone number for assistance, and a reminder to remain vigilant for identity theft, as required by MCL 445.72(4);

(c) Take immediate steps to contain the breach;

(d) Conduct a thorough investigation and provide a written report; and

(e) Cooperate with all parties in investigation and remediation.

10.4 Exceptions to Confidentiality. Obligations do not apply to information that: (a) is publicly available through no fault of the receiving party; (b) was previously known; (c) is independently developed; or (d) is required by law to be disclosed, with prompt notice and cooperation in obtaining protective orders.

11. TRADE SECRET PROTECTIONS

11.1 Trade Secret Acknowledgment. The Deposit Materials may constitute Trade Secrets under the Michigan Uniform Trade Secrets Act, MCL 445.1901 et seq. (the "Michigan UTSA"). All parties shall take reasonable measures to maintain trade secret status.

11.2 Reasonable Measures. The parties agree to: (a) mark materials "CONFIDENTIAL — TRADE SECRET"; (b) limit access to persons with legitimate need under confidentiality agreements; (c) maintain detailed access logs; (d) protect all copies equally; and (e) return or destroy copies upon termination.

11.3 Injunctive Relief. In the event of actual or threatened misappropriation, the aggrieved party may seek injunctive relief pursuant to MCL 445.1903, including temporary restraining orders and preliminary and permanent injunctions, without posting bond to the extent permitted by law.

11.4 Damages and Royalties. In addition to or in lieu of injunctive relief, a party may recover damages for actual loss and unjust enrichment. When neither is provable, the court may order a reasonable royalty. If willful and malicious misappropriation exists, exemplary damages not exceeding twice actual damages may be awarded, as provided in MCL 445.1904.

11.5 Statute of Limitations. An action for misappropriation must be brought within three (3) years after the misappropriation is discovered or should have been discovered, as provided in MCL 445.1907.

11.6 Attorney's Fees. The court may award reasonable attorney's fees to the prevailing party if a misappropriation claim is made in bad faith or if willful and malicious misappropriation exists, as provided in MCL 445.1905.

11.7 Preservation of Secrecy. In any action, the court shall preserve the secrecy of an alleged trade secret by reasonable means, as provided in MCL 445.1906.

12. INTELLECTUAL PROPERTY

12.1 Ownership. Licensor retains all right, title, and interest in the Deposit Materials and all Intellectual Property Rights therein.

12.2 No Implied Licenses. No license or right is granted except the express license in Section 8 upon valid release.

12.3 Copyright Notice. All copies shall bear Licensor's proprietary markings.

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, in addition to the Michigan UTSA.

13. WARRANTIES AND DISCLAIMERS

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

13.2 Escrow Agent Warranties. Escrow Agent warrants: (a) capacity and expertise; (b) professional performance consistent with industry standards; and (c) adequate insurance.

13.3 Beneficiary Warranties. Beneficiary warrants: (a) authority to enter this Agreement; and (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 MICHIGAN LAW AND THE MICHIGAN UNIFORM COMMERCIAL CODE (MCL 440.2101 ET SEQ.).

14. INDEMNIFICATION

14.1 Licensor Indemnification. Licensor shall indemnify, defend, and hold harmless Beneficiary and Escrow Agent from claims arising from: (a) IP infringement; (b) Licensor's breach; (c) intentional malicious code; and (d) Licensor's negligence or willful misconduct.

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

14.3 Escrow Agent Indemnification. Escrow Agent shall indemnify from claims arising from gross negligence or willful misconduct, including unauthorized disclosure.

14.4 Procedures. Indemnified party shall: (a) promptly notify; (b) grant sole defense control (with consent for settlements imposing obligations); and (c) cooperate at indemnifying party's expense.

15. LIMITATION OF LIABILITY

15.1 Escrow Agent Cap. ESCROW AGENT'S LIABILITY SHALL NOT EXCEED TWELVE (12) MONTHS' FEES. THIS DOES NOT APPLY TO GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR UNAUTHORIZED DISCLOSURE.

15.2 Licensor/Beneficiary Cap. EXCEPT FOR INDEMNIFICATION, CONFIDENTIALITY/TRADE SECRET BREACHES, AND GROSS NEGLIGENCE/WILLFUL MISCONDUCT, NEITHER PARTY'S LIABILITY SHALL EXCEED THE GREATER OF TWELVE MONTHS' FEES OR $[________________________________].

15.3 Consequential Damages Exclusion. NO PARTY SHALL BE LIABLE FOR 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. THESE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY MICHIGAN LAW.

16. TERM AND TERMINATION

16.1 Term. This Agreement commences on the Effective Date and continues until the earliest of: (a) expiration of the Underlying Agreement (subject to Section 16.5); (b) mutual written agreement; (c) termination for cause; or (d) [________________________________].

16.2 Termination for Cause. Any party may terminate upon: (a) material breach not cured within thirty (30) days of notice; or (b) bankruptcy or assignment for creditors (except where constituting a Release Condition).

16.3 Termination by Escrow Agent. Escrow Agent may terminate upon ninety (90) days' notice if: (a) fees unpaid for sixty (60) days; or (b) unable in good faith to perform.

16.4 Effect of Termination. Upon termination: (a) return or destroy Deposit Materials 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, Beneficiary's license rights survive termination.

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

17. GOVERNING LAW AND DISPUTE RESOLUTION

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

17.2 Venue. The parties consent to exclusive jurisdiction and venue in the state and federal courts in Wayne County, Michigan (including the United States District Court for the Eastern District of Michigan).

17.3 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY MICHIGAN LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY. EACH PARTY ACKNOWLEDGES THAT (A) IT HAS READ AND UNDERSTANDS THIS WAIVER, (B) IT HAS HAD OPPORTUNITY TO CONSULT COUNSEL, (C) THIS WAIVER IS A MATERIAL INDUCEMENT, AND (D) THIS WAIVER IS KNOWINGLY AND VOLUNTARILY MADE.

17.4 Alternative Dispute Resolution. Prior to litigation: (a) good-faith negotiation for thirty (30) days; (b) mediation administered by [________________________________] in Detroit, Michigan; and (c) ☐ binding arbitration administered by [________________________________] in Detroit before [____] arbitrator(s) applying Michigan law.

17.5 Injunctive Relief. Any party may seek injunctive relief without first engaging in dispute resolution procedures.

17.6 Prevailing Party Fees. The prevailing party may recover reasonable attorney's fees, costs, and expenses.

18. MICHIGAN-SPECIFIC PROVISIONS

18.1 Electronic Signatures. This Agreement may be executed electronically per the Michigan UETA, MCL 450.831 et seq. Electronic signatures have the same legal effect as original signatures per MCL 450.837.

18.2 Consumer Protection. Nothing limits rights under the Michigan Consumer Protection Act, MCL 445.901 et seq., to the extent applicable.

18.3 Michigan UCC. To the extent this Agreement involves goods under the Michigan UCC (MCL 440.2101 et seq.), Article 2 applies as supplemented by this Agreement.

18.4 Data Protection. The parties shall comply with Michigan data protection laws, including the Michigan Identity Theft Protection Act, MCL 445.61 et seq. Breach notifications shall comply with MCL 445.72, including notice to affected residents without unreasonable delay describing the breach in general terms, the type of personal information compromised, protective measures taken, a contact telephone number, and a reminder to remain vigilant for fraud and identity theft.

18.5 Statute of Limitations. The statute of limitations for written contract claims is six (6) years under MCL 600.5807(8). The statute of limitations for trade secret misappropriation is three (3) years under MCL 445.1907. The parties agree not to contractually shorten these periods to less than [____] years.

18.6 Michigan Interest Rate Compliance. The legal rate of interest in Michigan is five percent (5%) per annum under MCL 438.31. Parties may stipulate in writing for payment of interest not exceeding seven percent (7%) per annum. Criminal usury attaches at rates exceeding twenty-five percent (25%) simple interest per annum. All interest charges under this Agreement shall comply with Michigan law.

18.7 Forum Selection. The forum selection clause in Section 17.2 is enforceable under Michigan law.

18.8 Michigan Business Entity Laws. References to Licensor dissolution or liquidation shall include proceedings under the Michigan Business Corporation Act (MCL 450.1801 et seq.) and the Michigan Limited Liability Company Act (MCL 450.4801 et seq.).

19. MISCELLANEOUS

19.1 Notices. All notices shall be in writing and 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, except Beneficiary may assign to Affiliates or successors in mergers or asset sales. Unauthorized assignments are void.

19.3 Force Majeure. No liability for Force Majeure delays with prompt notice, reasonable mitigation, and prompt resumption. If a Force Majeure Event continues ninety (90) days, any party may terminate upon thirty (30) days' notice.

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

19.5 Amendments. Written instrument signed by all three parties required.

19.6 Waiver. Written waiver required. Failure to enforce is not a waiver.

19.7 Severability. Invalid provisions modified or severed; remainder continues.

19.8 Counterparts. May be executed in counterparts, each an original.

19.9 Headings. For convenience only.

19.10 Relationship. Independent contractors.

19.11 Third-Party Beneficiaries. No third-party beneficiaries.

19.12 Order of 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: 5% per annum (MCL 438.31), up to 7% if stipulated in writing

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 the deposit is complete per Section 3.

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

SCHEDULE C — VERIFICATION LEVELS AND PROCEDURES

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

Tier 2 — Compilation Verification
☐ Complete Tier 1
☐ Engage independent expert
☐ Attempt compilation
☐ Document results
☐ Deliver 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
☐ Deliver 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 Attached: ☐ Yes — [____] documents ☐ No — [________________________________]

Sworn Statement: I declare under penalty of perjury under Michigan law that this Release Request is true and accurate.

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 Michigan attorney before use. Last updated: 2026-02-27.