SOURCE CODE ESCROW AGREEMENT

State of North Carolina

Governed by the Laws of the State of North Carolina

AGREEMENT NUMBER: [________________________________]

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. North Carolina-Specific Provisions
19. Miscellaneous
20. Signatures
21. Schedules

1. PARTIES AND RECITALS

1.1 Parties. This Source Code Escrow Agreement (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and among:

(a) Licensor:

Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________], North Carolina [____]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

(b) Beneficiary:

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

(c) Escrow Agent:

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

Each may be referred to as a "Party" and collectively as the "Parties."

1.2 Recitals.

WHEREAS, Licensor is the owner and developer of certain proprietary software known as [________________________________] (the "Software") and possesses all rights, title, and interest in the source code and related materials;

WHEREAS, Beneficiary has entered into a separate software license, subscription, or SaaS agreement with Licensor dated [__/__/____] (the "Underlying Agreement");

WHEREAS, Beneficiary desires to ensure continuity of access to the Software in the event Licensor is unable or unwilling to continue support, maintenance, or availability;

WHEREAS, the Parties desire to establish an escrow arrangement for the deposit and conditional release of source code and related materials;

WHEREAS, the Escrow Agent has agreed to serve as neutral custodian of the Deposit Materials;

NOW, THEREFORE, in consideration of the mutual covenants herein, 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 more than fifty percent (50%) of voting securities.

2.2 "Build Environment" means the complete set of hardware specifications, operating system versions, compilers, libraries, frameworks, and tools necessary to compile, build, and deploy the Software.

2.3 "Business Day" means any day other than Saturday, Sunday, or any day on which banking institutions in North Carolina are authorized or required to be closed.

2.4 "Confidential Information" means information disclosed by one Party to another designated as confidential, or that by its nature should be understood to be confidential, including the Deposit Materials, terms of this Agreement, and technical, business, or financial information.

2.5 "Deposit Materials" means all source code, object code, build scripts, configuration files, database schemas, API documentation, technical documentation, user manuals, third-party licenses, dependency lists, Build Environment specifications, encryption keys, credentials, test suites, test data, and all other materials deposited by Licensor pursuant to this Agreement, as described in Section 3 and Schedule B.

2.6 "Force Majeure Event" means any event beyond a Party's reasonable control, including acts of God, natural disasters, hurricanes, epidemics, pandemics, war, terrorism, government actions, fire, flood, power failures, or cyberattacks.

2.7 "Insolvency Event" means: (a) filing of a voluntary bankruptcy petition; (b) general assignment for creditors' benefit; (c) appointment of a receiver, trustee, or liquidator; (d) involuntary bankruptcy petition not dismissed within sixty (60) days; or (e) written admission of inability to pay debts as due.

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

2.9 "Personal Information" has the meaning set forth in N.C.G.S. § 75-61(10), including an individual's first name or first initial and last name in combination with identifying data elements such as Social Security number, driver's license number, or financial account number.

2.10 "Release Conditions" means the events specified in Section 6.

2.11 "Trade Secret" has the meaning set forth in N.C.G.S. § 66-152(3), being business or technical information that derives independent actual or potential commercial value from not being generally known or readily ascertainable and is the subject of reasonable efforts to maintain its secrecy.

2.12 "Underlying Agreement" has the meaning in Recital 1.2.

3. DEPOSIT MATERIALS

3.1 Scope. Licensor shall deposit with the Escrow Agent complete and accurate copies of:

(a) All human-readable source code, including all modules, components, libraries, and subroutines;

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

(c) Complete Build Environment specifications;

(d) All third-party software components, libraries, and dependencies with applicable licenses;

(e) All database schemas, data models, migration scripts, and seed data;

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

(g) Complete technical documentation, architecture documents, design specifications, and developer guides;

(h) User manuals, installation guides, and deployment procedures;

(i) All encryption keys, certificates, passwords, and access credentials necessary for compilation, deployment, and operation;

(j) All test suites, test scripts, test data, and QA procedures;

(k) A complete inventory list with version numbers and dates; and

(l) Additional materials specified in Schedule B.

3.2 Format. All materials shall be in industry-standard, non-proprietary digital formats. Source code shall be in plain text. All media shall be clearly labeled with Software name, version, deposit date, and unique identifier.

3.3 Completeness. The Deposit Materials shall be sufficiently complete to enable a competent software developer to compile, build, deploy, test, maintain, and modify the Software without additional resources from Licensor.

4. DEPOSIT AND UPDATE PROCEDURES

4.1 Initial Deposit. Licensor shall make the Initial Deposit within [____] calendar days following the Effective Date, including all materials for the current production version.

4.2 Update Deposits. Licensor shall make Update Deposits:

(a) Within [____] calendar days following each major release;

(b) Within [____] calendar days following each minor release;

(c) Not less frequently than once every [____] months; and

(d) Within [____] calendar days following material changes to the Build Environment or dependencies.

4.3 Deposit Procedures. Each deposit shall include:

(a) A completed Deposit Confirmation Form (Schedule D);

(b) Written inventory of all materials;

(c) Cryptographic hash values (SHA-256 or equivalent);

(d) Authorized certification of completeness and accuracy; and

(e) Changelog from the preceding deposit.

4.4 Acknowledgment. The Escrow Agent shall provide written acknowledgment within five (5) Business Days of receipt.

4.5 Rejection. If a deposit is incomplete or corrupted, the Escrow Agent shall notify both Parties within five (5) Business Days, and Licensor shall cure within ten (10) Business Days.

5. VERIFICATION AND TESTING

5.1 General. Beneficiary may request Verification at any time during the term, at its cost unless otherwise specified.

5.2 Level 1: Inventory and Inspection. Confirm all items, verify file readability, validate hash values. Report within fifteen (15) Business Days.

5.3 Level 2: Compilation and Build. Level 1 plus attempted compilation and build using Build Environment specifications. Report within thirty (30) Business Days.

5.4 Level 3: Full Functional Testing. Levels 1 and 2 plus test suite execution and functional testing. Report within forty-five (45) Business Days.

5.5 Deficiency Cure. If Verification reveals Deficiencies, Licensor shall cure within [____] calendar days. Re-verification cost shall be borne by Licensor if caused by Licensor's Deficiency.

5.6 Verification Costs.

☐ Beneficiary pays all costs
☐ Licensor pays all costs
☐ Costs shared equally
☐ Other: [________________________________]

5.7 Confidentiality. Verification shall be conducted in a secure environment. Third-party consultants shall execute NDAs acceptable to Licensor.

6. RELEASE CONDITIONS

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

(a) Insolvency or Bankruptcy. Licensor experiences an Insolvency Event and fails to perform support obligations. Beneficiary's rights are protected under 11 U.S.C. § 365(n).

(b) Cessation of Business. Licensor ceases business with respect to the Software for [____] consecutive calendar days.

(c) Material Breach. Licensor materially breaches support, maintenance, or service obligations, uncured for [____] calendar days after written notice.

(d) Extended Unavailability. For SaaS/hosted Software, unavailability for [____] consecutive calendar days not caused by Force Majeure, scheduled maintenance, or Beneficiary's acts.

(e) Failure to Deposit. Licensor fails to make a required deposit and such failure continues for [____] calendar days after notice.

(f) Unauthorized Assignment. Licensor assigns the Underlying Agreement in violation of its terms and the assignee fails to assume obligations within [____] calendar days.

(g) Mutual Agreement. Licensor and Beneficiary agree in writing.

6.2 Exclusions. Standing alone, the following do not constitute Release Conditions: change of control where successor assumes obligations; Force Majeure Events where performance resumes; scheduled maintenance interruptions; or fee disputes not constituting material breach of core obligations.

7. RELEASE PROCEDURES

7.1 Release Request. Beneficiary shall submit a written Release Request (copy to Licensor) in the form of Schedule D, including: (a) identification of Release Conditions; (b) detailed factual statement with evidence; (c) sworn declaration; and (d) copies of prior notices.

7.2 Notice to Licensor. The Escrow Agent shall transmit the Release Request to Licensor within two (2) Business Days.

7.3 Objection. Licensor shall have [____] Business Days to submit an Objection Notice. Failure to object constitutes deemed consent.

7.4 Emergency Release. For emergencies posing imminent irreparable harm: (a) Escrow Agent transmits within one (1) Business Day; (b) Licensor has five (5) Business Days to object; (c) if no objection, release within two (2) Business Days; (d) if objection, expedited arbitration per Section 17.5; (e) interim supervised access may be provided.

7.5 Release. Following consent, withdrawal of objection, or resolution in Beneficiary's favor, the Escrow Agent shall release within five (5) Business Days.

7.6 Disputed Release. Disputes shall be resolved through Section 17 procedures. Pending resolution, the Escrow Agent holds the Deposit Materials.

8. POST-RELEASE LICENSE RIGHTS

8.1 License Grant. Upon valid release, Beneficiary receives a non-exclusive, non-transferable, royalty-free license to use, copy, compile, execute, maintain, modify, and create derivative works of the Deposit Materials solely for: (a) continuing authorized use; (b) maintenance and support for internal business use; (c) error correction and security patching; and (d) deployment on Beneficiary's systems or authorized hosting providers.

8.2 Restrictions. No right to sublicense, sell, or distribute; no use for competing products; no reverse engineering of portions not in the Deposit Materials; no removal of proprietary markings.

8.3 Third-Party Components. Beneficiary shall comply with third-party licenses and obtain additional licenses as needed.

8.4 Surviving Obligations. Confidentiality obligations under Section 10 continue after release.

8.5 Permitted Contractors. Beneficiary may engage contractors under appropriate confidentiality agreements.

9. FEES AND PAYMENT

9.1 Fee Schedule. Per Schedule A:

(a) Initial Deposit Fee: $[________________________________];
(b) Annual Storage Fee: $[________________________________];
(c) Update Deposit Fee: $[________________________________] per deposit;
(d) Verification Fees: Level 1: $[________________________________]; Level 2: $[________________________________]; Level 3: $[________________________________];
(e) Release Fee: $[________________________________].

9.2 Payment Responsibility.

☐ All fees paid by Beneficiary
☐ All fees paid by Licensor
☐ Split: [________________________________]

9.3 Payment Terms. Invoices due within thirty (30) calendar days, in United States Dollars.

9.4 Late Payment. Overdue payments bear interest at the lesser of (a) one and one-half percent (1.5%) per month, or (b) the maximum rate permitted under North Carolina law. The legal rate of interest in North Carolina is eight percent (8%) per annum pursuant to N.C.G.S. § 24-1. Parties may contract for a higher rate, but the rate shall not exceed the greater of sixteen percent (16%) per annum or the published Federal Reserve discount rate plus three percent, pursuant to N.C.G.S. § 24-1.1. Interest accrues from the date due until paid.

9.5 Fee Adjustments. The Escrow Agent may adjust fees upon sixty (60) days' notice, not exceeding five percent (5%) per annum.

9.6 Taxes. All fees exclude applicable taxes, which are the paying Party's responsibility.

10. CONFIDENTIALITY AND SECURITY

10.1 Confidentiality. Each Party shall maintain confidentiality using commercially reasonable measures. The Escrow Agent shall not disclose or use the Deposit Materials except as required for its obligations. Obligations survive for five (5) years after termination, or as long as Trade Secret status is maintained, whichever is longer.

10.2 Security. The Escrow Agent shall maintain: (a) secure physical storage with restricted access and monitoring; (b) AES-256 encryption at rest and in transit; (c) access controls with audit trails; (d) geographically separate redundant storage; (e) disaster recovery procedures; and (f) annual third-party security audits.

10.3 Data Breach Notification. Upon actual or suspected unauthorized access to Deposit Materials or Personal Information:

(a) Notify Licensor and Beneficiary within forty-eight (48) hours;

(b) Cooperate in investigation and mitigation;

(c) Comply with N.C.G.S. § 75-65, which requires notification to affected North Carolina residents without unreasonable delay following discovery of a security breach. The notification shall be provided in the most expedient time possible consistent with legitimate law enforcement needs and measures necessary to determine the scope of the breach and restore the reasonable integrity of the data system;

(d) If notification is provided to more than one thousand (1,000) persons, notify the North Carolina Attorney General's office and all consumer reporting agencies simultaneously, pursuant to N.C.G.S. § 75-65(d); and

(e) Take reasonable steps to prevent recurrence.

11. TRADE SECRET PROTECTIONS

11.1 Acknowledgment. The Deposit Materials may contain Trade Secrets under the North Carolina Trade Secrets Protection Act (N.C.G.S. §§ 66-152 to 66-157). Under N.C.G.S. § 66-152(3), a "trade secret" means business or technical information, including but not limited to a formula, pattern, program, device, compilation of information, method, technique, or process, that derives independent actual or potential commercial value from not being generally known or readily ascertainable through independent development or reverse engineering and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

11.2 Reasonable Measures. The escrow arrangement and confidentiality obligations constitute reasonable measures to maintain secrecy. Access shall be strictly limited, and all persons with access shall be bound by written confidentiality obligations.

11.3 Injunctive Relief. Under N.C.G.S. § 66-154, actual or threatened misappropriation may be enjoined. The court may order an injunction to prevent or restrain the actual or threatened misappropriation of a trade secret. The aggrieved Party may seek temporary restraining orders, preliminary injunctions, and permanent injunctions in any court of competent jurisdiction in North Carolina without posting a bond to the maximum extent permitted by law.

11.4 Damages. Under N.C.G.S. § 66-154, a Party may recover damages for the actual loss caused by misappropriation and for unjust enrichment not accounted for in the actual loss computation. In lieu of damages measured by other methods, damages may be measured by a reasonable royalty. If willful and malicious misappropriation exists, the court may award exemplary damages not exceeding three times the actual damages.

11.5 Attorney's Fees. Under N.C.G.S. § 66-154(d), if willful and malicious misappropriation exists, or if a claim is made in bad faith, the court may award reasonable attorney's fees to the prevailing party.

11.6 Statute of Limitations. Under N.C.G.S. § 66-157, an action for misappropriation must be brought within three (3) years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered.

11.7 Preservation of Secrecy. In judicial or arbitral proceedings, the Parties shall seek protective orders and take reasonable steps to preserve Trade Secret status, as contemplated by N.C.G.S. § 66-155.

11.8 Federal Protections. The Deposit Materials may also be protected under the Defend Trade Secrets Act (18 U.S.C. §§ 1836-1839). State and federal remedies are cumulative.

11.9 Whistleblower Immunity. Per 18 U.S.C. § 1833(b), no individual shall be liable for disclosure of a trade secret made in confidence to a government official or attorney for reporting suspected violations of law, or in a sealed court filing.

12. INTELLECTUAL PROPERTY

12.1 Ownership. Nothing herein transfers ownership. Licensor retains all rights subject to the license granted under Section 8 upon valid release.

12.2 No Implied Licenses. No license is implied except as expressly stated.

12.3 Escrow Agent's Rights. The Escrow Agent holds the Deposit Materials solely as custodian with no ownership or license rights.

12.4 Infringement Notice. Any Party aware of infringement shall notify the others. Licensor has first right to pursue enforcement.

13. WARRANTIES AND DISCLAIMERS

13.1 Licensor's Warranties. Licensor warrants: (a) sole ownership or necessary rights to deposit and license; (b) no known infringement of third-party rights; (c) no intentional malware; (d) completeness and accuracy at each deposit; (e) authority to enter into this Agreement; and (f) no conflict with other agreements.

13.2 Escrow Agent's Warranties. The Escrow Agent warrants authority, reasonable care performance, and adequate insurance.

13.3 Beneficiary's Warranties. Beneficiary warrants authority to enter this Agreement.

13.4 DISCLAIMER. EXCEPT AS IN SECTION 13.2, THE ESCROW AGENT MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PURPOSE, OR NON-INFRINGEMENT.

13.5 RELEASE DISCLAIMER. UPON RELEASE, DEPOSIT MATERIALS ARE PROVIDED "AS IS" AND "WHERE IS."

14. INDEMNIFICATION

14.1 Licensor. Licensor shall indemnify Beneficiary and the Escrow Agent against claims arising from (a) IP infringement, (b) breach of warranties, or (c) negligence or willful misconduct.

14.2 Beneficiary. Beneficiary shall indemnify Licensor and the Escrow Agent against claims arising from (a) unauthorized use, (b) breach of warranties, or (c) negligence or willful misconduct.

14.3 Escrow Agent. The Escrow Agent shall indemnify against claims from its gross negligence or willful misconduct.

14.4 Procedures. Prompt notice, sole control of defense, reasonable cooperation. No settlement imposing obligations on the Indemnified Party without consent.

15. LIMITATION OF LIABILITY

15.1 Consequential Damages. EXCEPT FOR INDEMNIFICATION, CONFIDENTIALITY BREACHES, OR TRADE SECRET MISAPPROPRIATION, NO PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES.

15.2 Cap.

(a) Escrow Agent: total fees paid during the preceding twelve (12) months;

(b) Licensor: $[________________________________]; and

(c) Beneficiary: $[________________________________].

15.3 Essential Purpose. Limitations apply even if a remedy fails of its essential purpose.

16. TERM AND TERMINATION

16.1 Term. Commences on the Effective Date and continues until: (a) expiration of the Underlying Agreement; (b) mutual agreement; (c) termination upon [____] days' notice; or (d) expiration of the initial term of [________________________________].

16.2 Renewal. Automatic one (1) year renewals unless sixty (60) days' notice of non-renewal.

16.3 Escrow Agent Termination. Upon ninety (90) days' notice for nonpayment (sixty (60) days overdue) or cessation of services.

16.4 Effect. If no release, return and destruction within thirty (30) days. If released, Beneficiary retains Section 8 rights. Sections 2, 8, 10, 11, 12, 13, 14, 15, 17, and 18 survive.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law. This Agreement shall be governed by the laws of the State of North Carolina, without conflict of laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

17.2 Venue. The Parties consent to exclusive jurisdiction in the state and federal courts located in:

☐ Wake County (Raleigh), North Carolina
☐ Mecklenburg County (Charlotte), North Carolina
☐ Other: [________________________________]

17.3 JURY WAIVER PROHIBITION — CRITICAL NOTICE. THE PARTIES ACKNOWLEDGE AND AGREE THAT UNDER NORTH CAROLINA LAW, CONTRACTUAL PROVISIONS WAIVING THE RIGHT TO A JURY TRIAL ARE UNENFORCEABLE. N.C.G.S. § 22B-10 PROVIDES: "IN ANY CIVIL ACTION OR PROCEEDING ARISING OUT OF A CONTRACT OR AGREEMENT IN WHICH THE AMOUNT IN CONTROVERSY EXCEEDS FIFTEEN THOUSAND DOLLARS ($15,000), ANY PROVISION IN A CONTRACT OR AGREEMENT WAIVING THE RIGHT TO A TRIAL BY JURY IS UNCONSCIONABLE AS A MATTER OF LAW AND IS UNENFORCEABLE." ACCORDINGLY, THIS AGREEMENT DOES NOT CONTAIN A JURY WAIVER PROVISION. THE PARTIES ARE STRONGLY ENCOURAGED TO UTILIZE THE BINDING ARBITRATION PROVISION IN SECTION 17.5 AS THE PRIMARY ALTERNATIVE TO JURY TRIAL FOR RESOLUTION OF DISPUTES UNDER THIS AGREEMENT. N.C.G.S. § 22B-10 EXPRESSLY PROVIDES THAT IT DOES NOT PROHIBIT AGREEMENTS TO ARBITRATE OR ENGAGE IN OTHER FORMS OF ALTERNATIVE DISPUTE RESOLUTION.

17.4 Mediation. Before litigation or arbitration, the Parties shall attempt mediation administered by AAA or JAMS in [________________________________], North Carolina. Costs shared equally. Mediation shall be conducted for a period not to exceed thirty (30) calendar days.

17.5 Binding Arbitration. If mediation fails within thirty (30) days, either Party may submit the dispute to binding arbitration under the AAA Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator experienced in technology and intellectual property in [________________________________], North Carolina. The arbitrator's award shall be final and binding and may be entered as a judgment. The Parties expressly acknowledge that this arbitration provision is the preferred mechanism for dispute resolution given the unenforceability of contractual jury waivers under N.C.G.S. § 22B-10, and that arbitration agreements are specifically excepted from the prohibition of N.C.G.S. § 22B-10.

17.6 Injunctive Relief. Any Party may seek injunctive or equitable relief in any court of competent jurisdiction to protect Intellectual Property Rights, Trade Secrets, or Confidential Information without first resorting to mediation or arbitration.

17.7 Attorney's Fees. In actions arising under this Agreement, including arbitration, the prevailing party may recover reasonable attorney's fees. The Parties acknowledge that N.C.G.S. § 75-16.1 provides for attorney's fees in actions for unfair or deceptive trade practices.

18. NORTH CAROLINA-SPECIFIC PROVISIONS

18.1 North Carolina UETA. This Agreement may be executed electronically pursuant to the North Carolina Uniform Electronic Transactions Act (N.C.G.S. §§ 66-311 to 66-330). Electronic signatures have the same legal effect as original signatures pursuant to N.C.G.S. § 66-317.

18.2 Unfair and Deceptive Trade Practices Act. The Parties acknowledge N.C.G.S. § 75-1.1, which declares unlawful unfair or deceptive acts or practices in or affecting commerce. Nothing in this Agreement authorizes conduct violating this statute. A successful plaintiff under N.C.G.S. § 75-1.1 may recover treble damages pursuant to N.C.G.S. § 75-16. The Parties acknowledge that this is a commercial transaction between sophisticated parties and agree that the terms herein are fair, reasonable, and not deceptive.

18.3 Identity Theft Protection Act. The Parties shall comply with the North Carolina Identity Theft Protection Act (N.C.G.S. §§ 75-60 to 75-66) with respect to any Personal Information in the Deposit Materials. Notification of security breaches must be provided without unreasonable delay, consistent with law enforcement needs, pursuant to N.C.G.S. § 75-65.

18.4 Statute of Limitations. The Parties acknowledge:

(a) Breach of contract: three (3) years, pursuant to N.C.G.S. § 1-52(1);

(b) Trade secret misappropriation: three (3) years from discovery, pursuant to N.C.G.S. § 66-157; and

(c) Unfair and deceptive trade practices: four (4) years, pursuant to N.C.G.S. § 75-16.2.

18.5 Bankruptcy Protections. The Deposit Materials constitute "intellectual property" under 11 U.S.C. § 101(35A), and Beneficiary's rights are protected under 11 U.S.C. § 365(n).

18.6 North Carolina Arbitration Act. Arbitration provisions are enforceable under the North Carolina Revised Uniform Arbitration Act (N.C.G.S. §§ 1-569.1 to 1-569.31) and the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

18.7 Forum Selection. The Parties acknowledge that North Carolina courts generally enforce forum selection clauses that are not unconscionable or the product of fraud or undue influence. The selection of North Carolina as the forum for this Agreement is made in good faith and reflects a reasonable connection between the transaction and the State.

18.8 Notice Regarding Jury Waiver Prohibition. THIS AGREEMENT DOES NOT AND CANNOT WAIVE ANY PARTY'S RIGHT TO A JURY TRIAL UNDER N.C.G.S. § 22B-10. PARTIES SEEKING TO AVOID JURY TRIAL SHOULD ELECT BINDING ARBITRATION UNDER SECTION 17.5. ANY PROVISION OF THIS AGREEMENT THAT COULD BE CONSTRUED AS A JURY WAIVER SHALL BE DEEMED VOID AND UNENFORCEABLE TO THE EXTENT PROHIBITED BY NORTH CAROLINA LAW.

19. MISCELLANEOUS

19.1 Notices. Written notices by personal delivery, overnight courier, certified mail, or email with confirmation. Effective upon delivery, one (1) Business Day after courier deposit, three (3) Business Days after mailing, or upon email confirmation.

19.2 Entire Agreement. This Agreement and the Underlying Agreement constitute the entire agreement regarding escrow matters. This Agreement controls in case of conflict on escrow matters.

19.3 Amendments. No amendment effective unless in writing signed by all three Parties.

19.4 Assignment. No assignment without consent of the other Party and the Escrow Agent, except to Affiliates or successors in mergers or asset sales where the assignee assumes all obligations. Unauthorized assignments are void.

19.5 Force Majeure. No liability for delay caused by Force Majeure (excluding payment obligations). Prompt notice, reasonable mitigation, and prompt resumption required. Termination right if event exceeds ninety (90) days.

19.6 Severability. Invalid provisions modified to the minimum extent for enforceability.

19.7 Counterparts. May be executed in counterparts.

19.8 No Third-Party Beneficiaries.

19.9 Independent Contractor. The Escrow Agent is an independent contractor.

19.10 Construction. No presumption against the drafter. "Including" means "including without limitation."

20. SIGNATURES

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

LICENSOR

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Entity Name: [________________________________]

BENEFICIARY

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Entity Name: [________________________________]

ESCROW AGENT

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Entity Name: [________________________________]

21. SCHEDULES

SCHEDULE A: FEE SCHEDULE

SCHEDULE B: DEPOSIT MATERIALS INVENTORY

SCHEDULE C: VERIFICATION LEVELS AND PROCEDURES

Level 1: Inventory and Inspection — Confirm receipt, verify integrity, validate hashes. Timeframe: [____] Business Days.

Level 2: Compilation and Build — All Level 1 plus compile and build attempts. Timeframe: [____] Business Days.

Level 3: Full Functional Testing — All Level 1 and 2 plus test execution and functional testing. Timeframe: [____] Business Days.

SCHEDULE D: RELEASE REQUEST FORM AND OBJECTION PROCEDURE

RELEASE REQUEST FORM

Date: [__/__/____]
To: [________________________________] (Escrow Agent)
From: [________________________________] (Beneficiary)
Re: Release Request — Agreement No. [________________________________]

Release Condition(s):

☐ Section 6.1(a): Insolvency or Bankruptcy
☐ Section 6.1(b): Cessation of Business
☐ Section 6.1(c): Material Breach
☐ Section 6.1(d): Extended Unavailability
☐ Section 6.1(e): Failure to Deposit
☐ Section 6.1(f): Unauthorized Assignment
☐ Section 6.1(g): Mutual Agreement

Factual Basis: [________________________________]

Supporting Documentation:

☐ Written notices to Licensor
☐ Evidence of cure period expiration
☐ Court filings or public records
☐ Service level reports
☐ Other: [________________________________]

Emergency Release: ☐ Yes ☐ No

Declaration: I declare under penalty of perjury under the laws of the State of North Carolina that the foregoing is true and correct.

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

This template is provided for informational purposes only and does not constitute legal advice. Review by a qualified North Carolina attorney is required before use. IMPORTANT: This template does not contain a jury waiver provision because contractual jury waivers are unenforceable under N.C.G.S. § 22B-10.

North Carolina Jurisdiction — Last Updated: 2026-02-27