SOURCE CODE ESCROW AGREEMENT

State of Missouri

Tri-Party Technology Escrow Agreement

AGREEMENT NUMBER: [________________________________]

EFFECTIVE DATE: [__/__/____]

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

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. Missouri-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 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"), pursuant to which Licensor has granted Beneficiary certain rights to use the Product;

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

WHEREAS, Licensor is willing to deposit the source code and related materials with a neutral third-party escrow agent to protect Beneficiary's interests while preserving Licensor's proprietary rights;

WHEREAS, Escrow Agent provides technology escrow services and is willing to accept, hold, and manage the Deposit Materials;

WHEREAS, the parties intend for this Agreement to be governed by Missouri law and acknowledge that the Deposit Materials may constitute trade secrets under the Missouri Uniform Trade Secrets Act (Mo. Rev. Stat. §§ 417.450-417.467); and

WHEREAS, the parties desire to establish the terms and conditions for holding and releasing the Deposit Materials.

NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:

2. DEFINITIONS

2.1 "Affiliate" means any entity controlling, controlled by, or under common control with a party.

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

2.3 "Confidential Information" means information designated or reasonably understood as confidential, including the Deposit Materials, Agreement terms, and business/technical information.

2.4 "Cure Period" means the time for Licensor to cure a default before it becomes a Release Event.

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

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

2.7 "Effective Date" means the date in the preamble.

2.8 "Force Majeure Event" means events beyond reasonable control including acts of God, war, terrorism, pandemic, natural disasters, government action, labor disputes, power failure, or cyberattack, excluding financial inability.

2.9 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and related rights.

2.10 "Product" means the software known as [________________________________], including all versions, updates, and modifications under the Underlying Agreement.

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

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

2.13 "SaaS Service" means the hosted or cloud-based Product, if applicable.

2.14 "Source Code" means the human-readable form of the Product's software.

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

2.16 "Underlying Agreement" means the agreement referenced in Section 1.2.

2.17 "Verification" means the inspection, testing, or audit of Deposit Materials per Section 5.

3. DEPOSIT MATERIALS

3.1 Scope

Licensor shall deposit: (a) complete Source Code for all modules, components, and libraries; (b) build scripts, makefiles, configuration files, and Build Environment specifications; (c) Third-Party Components with license agreements and dependency lists; (d) complete Documentation; (e) database schemas, migration scripts, and seed data; (f) automated test suites, scripts, and frameworks; (g) deployment scripts, containerization files, and infrastructure-as-code templates; and (h) version control repository export with full history.

3.2 Format

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.

3.3 Inventory

Written inventory per Schedule B with 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 current production version.

4.2 Update Deposits

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

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

(c) Complete, current materials each time.

4.3 Procedures

Secure transmission. Intake review including hash verification. Confirmation within [____] business days. Discrepancies cured within [____] business days.

4.4 Certification

Per Schedule B: completeness, accuracy, sufficiency, authority, no malicious code.

5. VERIFICATION AND TESTING

5.1 Rights

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

5.2 Levels

(a) Level 1 — Inventory. File presence, sizes, hashes, integrity. [____] business days.

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

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

5.3 Procedures

Written request specifying level. Copy to Licensor within [____] business days. Licensor cooperates. Report to both parties.

5.4 Remediation

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

5.5 Confidentiality

Verification personnel execute confidentiality agreements. Secure environment. No retained copies.

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 appointment (not discharged within 60 days); adjudication of bankruptcy; written admission of inability to pay debts.

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

(c) Material Breach. Uncured material breach of support/maintenance for [____] days after written notice; failure to provide critical security patches creating material risk.

(d) SaaS Unavailability. Continuous unavailability for [____] days (excluding Force Majeure and maintenance); service level failures for [____] consecutive months; discontinuation without reasonable transition.

(e) Deposit Failures. Uncured for [____] days after notice.

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

6.2 Exclusions

Change of control with assumption; Force Majeure interruptions; scheduled maintenance; natural expiration; fee disputes with continued performance.

6.3 Section 365(n) Protections

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

7. RELEASE PROCEDURES

7.1 Request

Written Release Request per Schedule D: description, dates, sworn affidavit, supporting documentation, compliance certification. Copy to Licensor within [____] business days.

7.2 Response

[____] business days to object or consent. Silence is consent.

7.3 Objection

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

7.4 Emergency Release

Interim read-only access upon emergency demonstration, with supplemental confidentiality and Licensor notification. Return or destruction if denied.

7.5 Delivery

Within [____] business days via secure method per Schedule A.

8. POST-RELEASE LICENSE RIGHTS

8.1 License Grant

Upon valid release, non-exclusive, non-transferable, irrevocable, royalty-free license to use, reproduce, compile, build, deploy, operate, maintain, modify, and create derivative works solely for continuing Product use under the Underlying Agreement.

8.2 Restrictions

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

8.3 Sublicense to Contractors

With confidentiality agreements, Beneficiary responsibility, no retained copies.

8.4 Post-Release Obligations

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

8.5 Duration

For the period Beneficiary would have used the Product absent the Release Event.

9. FEES AND PAYMENT

9.1 Fee Schedule

Per Schedule A: Setup, Annual Storage, Deposit Processing, Verification (Levels 1-3), Release Processing, Additional Services.

9.2 Payment Responsibility

Setup/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 Missouri law, whichever is less. Pursuant to Mo. Rev. Stat. § 408.020, parties may agree in writing to a rate not exceeding ten percent (10%) per annum; however, when the "market rate" as published by the Missouri Division of Finance exceeds ten percent (10%), parties may agree to a rate not exceeding the market rate. The Missouri legal rate of interest is nine percent (9%) per annum.

(c) The parties acknowledge the specified rate is a lawful contractual rate under Missouri usury law. Interest rates exceeding the maximum shall be automatically reduced to the maximum lawful rate.

(d) Escrow Agent has a lien 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

Strict confidence; use solely for Agreement purposes; reasonable degree of care; access limited to need-to-know personnel bound by equivalent obligations.

10.2 Exceptions

Publicly available; public without fault; previously possessed; from authorized third party; independently developed.

10.3 Permitted Disclosures

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

10.4 Escrow Agent Security

Physical security with access controls; 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 discovery of a security breach.

(b) Pursuant to Mo. Rev. Stat. § 407.1500, any person that owns or licenses personal information of Missouri residents or conducts business in Missouri shall provide notice to affected consumers following discovery or notification of a breach of security. Notice shall be made without unreasonable delay, consistent with the needs of law enforcement and any measures necessary to determine the scope of the breach.

(c) The Missouri Attorney General enforces the data breach notification provisions under Mo. Rev. Stat. § 407.1500.

(d) Escrow Agent shall cooperate in investigation and mitigation.

11. TRADE SECRET PROTECTIONS

11.1 Acknowledgment

The Deposit Materials may constitute trade secrets under the Missouri Uniform Trade Secrets Act (MUTSA, Mo. Rev. Stat. §§ 417.450-417.467) and the federal DTSA (18 U.S.C. § 1836 et seq.).

11.2 Definition Under Missouri Law

Under Mo. Rev. Stat. § 417.453, a "trade secret" means information, including but not limited to technical or nontechnical data, 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.

11.3 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 per Mo. Rev. Stat. § 417.455. The court may order affirmative acts to protect trade secrets. Injunction terminates when the trade secret ceases to exist but may continue to eliminate commercial advantage.

11.5 Damages

Recovery of actual damages including unjust enrichment per Mo. Rev. Stat. § 417.457. Reasonable royalty in lieu of actual damages. If willful and malicious, exemplary damages up to twice the awarded amount.

11.6 Attorney's Fees

Court may award reasonable attorney's fees if willful and malicious misappropriation or bad faith claim, per Mo. Rev. Stat. § 417.459.

11.7 Statute of Limitations

Three (3) years from discovery or when misappropriation should have been discovered, per Mo. Rev. Stat. § 417.461.

11.8 Federal DTSA Notice

Per 18 U.S.C. § 1833(b), individuals are not liable for confidential disclosures 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. Post-release modifications by Beneficiary owned by Beneficiary subject to Licensor's underlying rights.

12.2 No Implied Licenses

Express grants only.

12.3 Third-Party IP

Licensor has necessary licenses and shall provide copies.

12.4 Open Source

Identified with applicable licenses; copyleft obligations disclosed.

13. WARRANTIES AND DISCLAIMERS

13.1 Licensor Warranties

Authority, no conflicts, completeness and accuracy, no malicious code, valid IP rights, non-infringement, reasonable trade secret measures.

13.2 Beneficiary Warranties

Authority, permitted use, confidentiality maintenance.

13.3 Escrow Agent Warranties

Authority, reasonable care per industry standards, maintained security.

13.4 Disclaimer

EXCEPT FOR EXPRESS WARRANTIES, DEPOSIT MATERIALS ARE "AS IS" UPON RELEASE. ALL IMPLIED WARRANTIES DISCLAIMED INCLUDING MERCHANTABILITY, FITNESS, AND NON-INFRINGEMENT. ESCROW AGENT MAKES NO WARRANTY OF COMPLETENESS OR FUNCTIONALITY.

14. INDEMNIFICATION

14.1 By Licensor

Defend and hold harmless Beneficiary and Escrow Agent from IP infringement, 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, willful misconduct, and material security breaches.

14.4 Procedures

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

15. LIMITATION OF LIABILITY

15.1 Consequential Damages

EXCEPT FOR CONFIDENTIALITY BREACHES, INDEMNIFICATION, TRADE SECRET MISAPPROPRIATION, AND WILLFUL MISCONDUCT, NO INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES.

15.2 Cap

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

15.3 Exceptions

Willful misconduct, fraud, gross negligence, trade secrets, IP infringement, unauthorized release.

15.4 Essential Basis

LIMITATIONS ARE ESSENTIAL TO THE BARGAIN AND APPLY NOTWITHSTANDING FAILURE OF ESSENTIAL PURPOSE.

16. TERM AND TERMINATION

16.1 Term

[____] year(s) initial, auto-renewing for [____]-year terms, [____] days' notice to non-renew.

16.2 Coterminous

☐ If checked, coterminous with Underlying Agreement.

16.3 Termination for Cause

[____] days' notice of uncured breach. Automatic upon mutual agreement, Underlying Agreement termination (if coterminous), or Escrow Agent cessation.

16.4 Escrow Agent Resignation

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

16.5 Effect

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

16.6 Survival

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

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law

Laws of the State of Missouri, without conflict of laws principles. UN Convention does not apply.

17.2 Venue

Exclusive jurisdiction in state and federal courts in [St. Louis City / St. Louis County / Jackson County (Kansas City)] (select one), Missouri. Waiver of venue objections and inconvenient forum claims.

17.3 Jury Waiver

TO THE FULLEST EXTENT PERMITTED BY MISSOURI LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING FROM THIS AGREEMENT. THIS IS A MATERIAL INDUCEMENT. EACH PARTY HAS HAD OPPORTUNITY TO CONSULT COUNSEL AND UNDERSTANDS THIS WAIVER.

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 [________________________________], Missouri, applying Missouri law. The award is final, binding, and enforceable in any court of competent jurisdiction.

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 provision.

17.6 Prevailing Party Fees

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

18. MISSOURI-SPECIFIC PROVISIONS

18.1 Electronic Signatures

This Agreement may be executed electronically per the Missouri UETA (Mo. Rev. Stat. §§ 432.200-432.295) and the federal E-SIGN Act. Electronic signatures are legally binding and enforceable.

18.2 Missouri Merchandising Practices Act

The parties acknowledge that the Missouri Merchandising Practices Act (Mo. Rev. Stat. §§ 407.010 et seq.) prohibits the use of deception, fraud, false pretense, false promise, misrepresentation, unfair practice, or the concealment, suppression, or omission of any material fact in connection with the sale or advertisement of merchandise in trade or commerce. Nothing in this Agreement waives non-waivable rights under the Missouri Merchandising Practices Act.

18.3 Interest Rate Compliance

(a) The Missouri legal rate of interest is nine percent (9%) per annum (Mo. Rev. Stat. § 408.020).

(b) Parties may agree in writing to a rate not exceeding ten percent (10%) per annum, or the "market rate" if higher than ten percent (Mo. Rev. Stat. § 408.030). The market rate is determined and published monthly by the Missouri Division of Finance and is equal to the discount rate plus five percent (5%).

(c) Business loans and certain real estate loans may be exempt from usury limits under specific circumstances.

(d) All interest provisions comply with Missouri usury law. Excessive rates automatically reduced.

18.4 Statute of Limitations

(a) Written contracts: ten (10) years from breach (Mo. Rev. Stat. § 516.110).

(b) Trade secret misappropriation: three (3) years from discovery (Mo. Rev. Stat. § 417.461).

(c) The parties acknowledge that Missouri's ten-year statute of limitations for written contracts is among the longest in the nation.

18.5 Missouri UCC Applicability

To the extent applicable, specific terms of this Agreement control over conflicting provisions of the Missouri UCC (Mo. Rev. Stat. Title 26, Chapters 400-432).

18.6 Bankruptcy Protections

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

18.7 Missouri Data Privacy

The parties shall comply with all applicable Missouri data privacy and security laws, including Mo. Rev. Stat. § 407.1500 (data breach notification) and the Missouri Computer Tampering Act (Mo. Rev. Stat. §§ 569.095-569.099).

18.8 Forum Selection Enforceability

Missouri courts enforce forum selection clauses in commercial contracts when freely negotiated between the parties and not unreasonable.

18.9 Retail Installment Protections

The parties acknowledge that Mo. Rev. Stat. § 408.110 prohibits waiver of the buyer's legal remedies in retail time contracts. This Agreement is not a retail time contract, and nothing herein is intended to waive remedies that may not be waived under Missouri consumer protection statutes.

19. MISCELLANEOUS

19.1 Notices

Written, deemed given upon hand delivery, overnight courier receipt, email during business hours (next day if after), or third business day after certified mailing. Sent to addresses in Section 1.1.

19.2 Entire Agreement

This Agreement, Schedules, and Underlying Agreement constitute the entire agreement.

19.3 Order of Precedence

This Agreement for escrow; Underlying Agreement for other matters.

19.4 Amendments

Written instrument signed by all three parties.

19.5 Assignment

No assignment without consent except in M&A with assumption of obligations. Void purported assignments.

19.6 Force Majeure

No liability with prompt notice, mitigation, and resumption.

19.7 Severability

Modify minimally or sever; remainder continues.

19.8 Waiver

No waiver by non-enforcement. Written waivers only.

19.9 Counterparts

Multiple counterparts. Electronic delivery effective.

19.10 Independent Contractors

No partnership, joint venture, agency, or employment.

19.11 No Third-Party Beneficiaries

Benefits only parties and permitted successors.

19.12 Construction

No presumption against drafter. 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 10% per annum or the market rate per Mo. Rev. Stat. § 408.030).

SCHEDULE B — DEPOSIT MATERIALS INVENTORY

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

Certification: Completeness, accuracy, sufficiency, authority, no malicious code.

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

SCHEDULE C — VERIFICATION PROCEDURES

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

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

Level 3: ☐ All Levels 1-2 ☐ Deployment ☐ Test suites ☐ Functionality ☐ Database ☐ APIs ☐ Deploy scripts

SCHEDULE D — RELEASE REQUEST AND OBJECTION FORMS

RELEASE REQUEST

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

Agreement: [________________________________] Product: [________________________________]

☐ 6.1(a) Bankruptcy ☐ 6.1(b) Cessation ☐ 6.1(c) Breach ☐ 6.1(d) SaaS ☐ 6.1(e) Deposits ☐ 6.1(f) Escrow

Description: [________________________________]

Dates: [__/__/____] Notice: [__/__/____] Cure Expires: [__/__/____]

☐ Notices ☐ Evidence ☐ Proof ☐ Other: [________________________________]

I declare under penalty of perjury under Missouri and federal law that the foregoing is true and correct.

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

OBJECTION NOTICE

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

Grounds: [________________________________]

☐ Refuting evidence ☐ Cure proof ☐ Other: [________________________________]

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

END OF AGREEMENT

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