SOURCE CODE ESCROW AGREEMENT

State of New Mexico

Effective Date: [__/__/____]

Agreement Number: [________________________________]

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. New Mexico-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: [________________________________]
State of Organization: [________________________________]
Principal Place of Business: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

(b) Beneficiary:

Name: [________________________________]
State of Organization: [________________________________]
Principal Place of Business: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

(c) Escrow Agent:

Name: [________________________________]
State of Organization: [________________________________]
Principal Place of Business: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

Each individually a "Party" and collectively the "Parties."

1.2 Recitals

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

WHEREAS, Licensor and Beneficiary have entered into that certain [________________________________] dated [__/__/____] (the "Underlying Agreement"), pursuant to which Licensor has granted Beneficiary a license to use, or access to, the Product;

WHEREAS, Beneficiary desires to ensure continued access to the Product in the event Licensor is unable or unwilling to continue providing maintenance, support, or access;

WHEREAS, the Parties desire to establish an escrow arrangement for the deposit and conditional release of Deposit Materials;

WHEREAS, Escrow Agent provides technology escrow services and agrees to accept, hold, and release the Deposit Materials per the terms hereof;

WHEREAS, the Deposit Materials may constitute trade secrets protected under the New Mexico Uniform Trade Secrets Act (NMSA §§ 57-3A-1 to 57-3A-7); and

WHEREAS, the Parties wish to set forth the governing terms;

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the Parties agree as follows:

2. DEFINITIONS

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

2.2 "Beneficiary" has the meaning set forth in Section 1.1(b).

2.3 "Business Day" means any day other than a Saturday, Sunday, or day on which banking institutions in New Mexico are authorized to close.

2.4 "Confidential Information" means all non-public information disclosed in connection with this Agreement, including the Deposit Materials, agreement terms, trade secrets, and business information that is marked or reasonably understood as confidential.

2.5 "Deposit Materials" means the Source Code, Documentation, Build Environment, Third-Party Components, and all materials deposited per Section 3 and Schedule B.

2.6 "Build Environment" means tools, compilers, libraries, scripts, configuration files, container definitions, and components necessary to compile, build, test, and deploy the Product.

2.7 "Documentation" means technical documentation, manuals, API docs, architecture diagrams, database schemas, deployment guides, and materials necessary to understand, maintain, and operate the Product.

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

2.9 "Escrow Agent" has the meaning set forth in Section 1.1(c).

2.10 "Escrow Agent Fees" means fees payable per Schedule A.

2.11 "Force Majeure Event" means events beyond reasonable control, including acts of God, fire, flood, earthquake, pandemic, war, terrorism, government action, power failure, or cyberattack, excluding financial difficulties or insolvency.

2.12 "Intellectual Property Rights" means patents, copyrights, trademarks, trade secrets, know-how, and all other IP rights under applicable law.

2.13 "Licensor" has the meaning set forth in Section 1.1(a).

2.14 "Losses" means damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees.

2.15 "Objection Notice" means written notice from Licensor disputing a Release Request.

2.16 "Personal Identifying Information" means information that can be used to identify a specific individual, as defined under NMSA § 57-12C-2.

2.17 "Product" means the software identified in the Recitals and Schedule B.

2.18 "Release Conditions" means the events in Section 6.

2.19 "Release Request" means a written request for release of Deposit Materials.

2.20 "Source Code" means human-readable programming instructions, including comments, annotations, revision history, and version control data.

2.21 "Third-Party Components" means third-party software incorporated into or required for the Product, with applicable licenses.

2.22 "Underlying Agreement" means the agreement referenced in the Recitals.

2.23 "Update Deposit" means any deposit after the Initial Deposit.

2.24 "Verification" means inspection, testing, or evaluation per Section 5.

3. DEPOSIT MATERIALS

3.1 Required Deposit Materials

Licensor shall deposit:

(a) Complete Source Code, including all modules, components, subroutines, developed libraries, and files necessary to compile and operate the Product;

(b) Build Environment: (i) build scripts; (ii) compiler specifications with versions; (iii) configuration files; (iv) container definitions; (v) CI/CD configurations;

(c) Third-Party Components with: (i) identification by name, version, license; (ii) license agreements; (iii) procurement instructions for non-depositable items; (iv) confirmation of release-compatible licensing;

(d) Documentation: (i) architecture documents; (ii) database schemas and data dictionaries; (iii) API documentation; (iv) deployment guides; (v) administrator manuals; (vi) test plans; (vii) known issues;

(e) Database scripts, seed data, migration scripts, and stored procedures;

(f) Encryption keys, certificates, and credentials with enhanced security storage; and

(g) Additional materials per Schedule B or reasonably necessary for a competent developer to build, deploy, and maintain the Product.

3.2 Format Requirements

(a) Machine-readable, non-proprietary formats. (b) Native Source Code format with version control. (c) Documentation in PDF, HTML, or Markdown. (d) New, functional media.

3.3 Completeness Certification

Signed certification with each deposit (Schedule B form) confirming completeness, accuracy, and sufficiency.

4. DEPOSIT AND UPDATE PROCEDURES

4.1 Initial Deposit

(a) Within [____] calendar days after the Effective Date via:

☐ Secure electronic upload ☐ Encrypted physical media ☐ SFTP ☐ Other: [________________________________]

(b) Accompanied by certification and Schedule B.

(c) Escrow Agent acknowledges within five (5) Business Days with date, format, SHA-256 hashes, and deficiency notes.

4.2 Update Deposits

(a) Per schedule (select one):

☐ Within [____] Business Days of each major release ☐ Within [____] Business Days of each minor release
☐ Quarterly ☐ Semi-annually ☐ Other: [________________________________]

(b) Includes updated materials, certification, and change log.

4.3 Deposit Verification by Escrow Agent

(a) Escrow Agent verifies integrity, readability, computes SHA-256 hashes, compares to Schedule B, and notifies Parties within five (5) Business Days.

(b) Deficiencies reported within ten (10) Business Days; Licensor cures within [____] Business Days.

4.4 Storage and Maintenance

(a) Secure U.S. facility. (b) At least [____] geographically separate backups. (c) Integrity checks every [____] months.

5. VERIFICATION AND TESTING

5.1 Verification Options

(a) Level 1 — Inventory Verification. File presence, counts, structures, readability, hash verification, report.

(b) Level 2 — Technical Verification. Level 1 plus compilation/build attempt, dependency analysis, error documentation, report.

(c) Level 3 — Full Functional Verification. Levels 1-2 plus test deployment, functional testing, conformity report.

5.2 Procedures

(a) Written request; Escrow Agent provides timeline and cost within ten (10) Business Days. (b) Secure, confidential environment. (c) Licensor cooperates. (d) Report within [____] Business Days.

5.3 Costs

☐ Beneficiary bears all ☐ Licensor bears all ☐ Split equally ☐ Other: [________________________________]

Licensor bears re-verification costs for Licensor-attributable deficiencies.

5.4 Cure of Deficiencies

Licensor cures within [____] Business Days. Material deficiencies include inability to compile, missing components, absent documentation, corrupted files. Failure to cure may constitute material breach.

6. RELEASE CONDITIONS

6.1 Release Trigger Events

(a) Bankruptcy or Insolvency. Licensor: (i) files a voluntary petition; (ii) involuntary petition not dismissed within sixty (60) days; (iii) general assignment for creditors; (iv) receiver or trustee appointed; or (v) adjudicated bankrupt or insolvent.

(b) Cessation of Business Operations. Licensor ceases operations, discontinues the Product, or fails to maintain qualified personnel.

(c) Material Breach of Support Obligations. Material breach uncured for [____] calendar days after written notice.

(d) Extended Service Unavailability. Product unavailable for [____] or more consecutive days, not from Force Majeure or Beneficiary's actions.

(e) Failure to Make Required Deposits. Failure continuing [____] Business Days after notice.

(f) Repudiation. Express written repudiation of obligations.

6.2 Bankruptcy Code — 11 U.S.C. § 365(n)

(a) The Underlying Agreement is a license of "intellectual property" under 11 U.S.C. § 101(35A).

(b) If a trustee rejects the Underlying Agreement, Beneficiary may retain rights under 11 U.S.C. § 365(n).

(c) Beneficiary electing retention shall continue royalty payments.

(d) This Agreement supplements rights under § 365(n).

6.3 Non-Release Events

Standing alone, the following are not Release Conditions: (a) change of control with assumption; (b) assignment to creditworthy assignee; (c) temporary SLA interruptions; (d) good-faith compliance disputes; (e) scheduled maintenance.

7. RELEASE PROCEDURES

7.1 Release Request

Beneficiary submits a Release Request (Schedule D form) with Release Condition identification, supporting facts, evidence, and officer's certification. Escrow Agent transmits to Licensor within two (2) Business Days.

7.2 Licensor Response

Licensor has [____] Business Days to consent, object, or fail to respond. Consent or non-response triggers release within five (5) Business Days.

7.3 Objection Procedure

(a) Objection Notice with grounds, evidence, and certification. (b) Escrow Agent holds pending resolution. (c) Dispute resolution per Section 17. (d) Release per agreement, court order, or arbitration award.

7.4 Expedited Release

Expedited Release Certification under penalty of perjury for imminent irreparable harm. Licensor has forty-eight (48) hours to object. Release within twenty-four (24) hours if no objection.

7.5 Partial Release

Available for specific components, subject to objection procedures.

8. POST-RELEASE LICENSE RIGHTS

8.1 Grant of License

(a) Non-exclusive, non-transferable, irrevocable license to use, copy, modify, compile, and create derivative works solely for maintaining, supporting, and operating the Product for Beneficiary's internal business.

(b) Includes: (i) compiling and building; (ii) deployment; (iii) bug fixes and patches; (iv) interfaces; (v) engagement of qualified contractors.

8.2 Restrictions

No right to: (i) commercialize, resell, or sublicense; (ii) use for unrelated purposes; (iii) reverse engineer beyond permitted purposes; or (iv) remove proprietary notices. Contractors must be bound by NDAs and return or destroy copies.

8.3 Duration

Remainder of the Underlying Agreement term, including renewals, or [____] years following release if the Underlying Agreement has terminated.

8.4 Confidentiality

Beneficiary treats released materials as Confidential Information and limits access to need-to-know personnel with appropriate NDAs.

9. FEES AND PAYMENT

9.1 Escrow Agent Fees

Per Schedule A: (i) Setup Fee: $[________________________________]; (ii) Annual Fee: $[________________________________]; (iii) Deposit Fee: $[________________________________]; (iv) Verification Fee per Schedule A; (v) Release Fee: $[________________________________]; (vi) Additional services as quoted.

9.2 Fee Allocation

9.3 Payment Terms

Due within thirty (30) days of invoice. U.S. dollars. Fees exclude taxes.

9.4 Late Payment

(a) Past-due amounts bear interest at the lesser of: (i) one and one-half percent (1.5%) per month; or (ii) fifteen percent (15%) per annum, which is the maximum rate permitted under New Mexico law for most commercial transactions (NMSA § 56-8-3). Note that New Mexico permits higher rates for certain types of commercial lending with specific disclosures.

(b) After sixty (60) days past due, Escrow Agent may suspend services on thirty (30) days' notice without destroying or releasing materials.

9.5 Fee Adjustments

Annual adjustments with sixty (60) days' notice, not exceeding the greater of three percent (3%) or CPI-U increase for the Albuquerque metropolitan area.

10. CONFIDENTIALITY AND SECURITY

10.1 Confidentiality Obligations

(a) Strict confidence for Confidential Information. Disclosure only to: (i) need-to-know personnel with NDAs; (ii) as required by law with prompt notice; or (iii) with written consent.

(b) Survives termination for five (5) years, or for trade secrets, as long as trade secret status applies.

10.2 Escrow Agent Security

Commercially reasonable measures including:

(a) Physical: restricted access, intrusion detection, video surveillance, environmental controls;

(b) Technical: AES-256 at rest, TLS 1.2+ in transit, role-based access, multi-factor authentication;

(c) Personnel: background checks, individual NDAs; and

(d) Audit: detailed access logs retained three (3) years.

10.3 Data Breach Notification — New Mexico Law

(a) In the event of unauthorized access to Deposit Materials, Escrow Agent shall notify Licensor and Beneficiary within seventy-two (72) hours of discovery.

(b) Under the New Mexico Data Breach Notification Act (NMSA §§ 57-12C-1 to 57-12C-12), if the breach involves Personal Identifying Information, notification to affected individuals must be made in the most expedient time possible, but no later than forty-five (45) calendar days following discovery (NMSA § 57-12C-6).

(c) Notification content must include: (i) name and contact information of the notifying entity; (ii) types of Personal Identifying Information compromised; (iii) date or estimated date range of the breach; (iv) general description of the incident; (v) toll-free numbers of major credit reporting agencies; (vi) advice to review account statements and credit reports; and (vii) information about Fair Credit Reporting Act rights (NMSA § 57-12C-7).

(d) If more than one thousand (1,000) New Mexico residents are affected, Escrow Agent shall also notify the New Mexico Attorney General and major consumer reporting agencies (NMSA § 57-12C-6(G)).

(e) Escrow Agent shall contain the breach and mitigate harm at its expense.

11. TRADE SECRET PROTECTIONS

11.1 Acknowledgment

(a) The Deposit Materials may constitute "trade secrets" under the New Mexico Uniform Trade Secrets Act (NMSA §§ 57-3A-1 to 57-3A-7), deriving independent economic value from not being generally known or readily ascertainable by proper means (NMSA § 57-3A-2(D)).

(b) Each Party shall implement reasonable efforts to maintain secrecy (NMSA § 57-3A-2(D)(2)).

11.2 Protective Measures

(a) Trade secret and confidentiality markings on all materials. (b) Need-to-know access with written records. (c) NDAs referencing NMSA §§ 57-3A-1 to 57-3A-7. (d) Prompt notice and protective order cooperation if compelled to disclose.

11.3 Remedies

(a) Injunctive relief for actual or threatened misappropriation per NMSA § 57-3A-3, including temporary and permanent injunctions.

(b) Damages for actual loss and unjust enrichment per NMSA § 57-3A-4, or a reasonable royalty.

(c) Exemplary damages up to twice the award for willful and malicious misappropriation (NMSA § 57-3A-4(B)).

(d) Attorneys' fees if misappropriation claim is made in bad faith or willful misappropriation is established (NMSA § 57-3A-5).

(e) Three (3) year statute of limitations from discovery or reasonable discovery (NMSA § 57-3A-6).

12. INTELLECTUAL PROPERTY

12.1 Ownership

Licensor retains all rights. Escrow Agent has custodial possession only. Beneficiary acquires rights only upon valid release per Section 8.

12.2 Representations

Licensor represents: (a) ownership or sufficient rights; (b) no known infringement; (c) compliant Third-Party Components; (d) no conflicting exclusive rights; (e) no pending IP claims.

12.3 Third-Party IP

Third-Party Components identified in Schedule B. Licensor assists with post-release licenses and provides procurement instructions for non-depositable items.

13. WARRANTIES AND DISCLAIMERS

13.1 Licensor Warranties

Authority, no conflicts, completeness, no malicious code, current version correspondence, ongoing deposit obligations.

13.2 Escrow Agent Warranties

Authority, reasonable care per industry standards, legal compliance, adequate insurance.

13.3 Beneficiary Warranties

Authority and commitment to use per Agreement and Underlying Agreement terms.

13.4 Disclaimer

EXCEPT AS SET FORTH HEREIN, NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WARRANTIES OF MERCHANTABILITY, FITNESS, TITLE, AND NON-INFRINGEMENT DISCLAIMED. DEPOSIT MATERIALS "AS IS" UPON RELEASE. Enforceable under NMSA §§ 55-2-316 and 55-2A-214.

14. INDEMNIFICATION

14.1 By Licensor

For Losses from: (i) breach; (ii) third-party IP claims; (iii) gross negligence or willful misconduct; (iv) improperly included Personal Identifying Information.

14.2 By Beneficiary

For Losses from: (i) breach; (ii) use exceeding license scope; (iii) gross negligence or willful misconduct; (iv) third-party claims from modifications, except for original defects.

14.3 By Escrow Agent

For Losses from: (i) gross negligence or willful misconduct; (ii) unauthorized release, disclosure, or loss; (iii) breach of representations.

14.4 Procedures

Prompt notice, defense assumption rights, participation rights, no settlement without consent.

15. LIMITATION OF LIABILITY

15.1 Aggregate Cap

EACH PARTY'S LIABILITY CAPPED AT FEES PAID OR PAYABLE IN THE PRECEDING TWELVE (12) MONTHS. ESCROW AGENT CAPPED AT ESCROW AGENT FEES PAID IN THE SAME PERIOD.

15.2 Exclusion of Consequential Damages

NO INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES.

15.3 Carve-Outs

Exclusions do not apply to: (a) indemnification; (b) gross negligence or willful misconduct; (c) confidentiality or trade secret breach; (d) unauthorized release or loss; (e) use exceeding license scope; (f) non-limitable liability under New Mexico law.

15.4 Essential Purpose

Limitations reflect fair risk allocation. Apply notwithstanding failure of essential purpose.

16. TERM AND TERMINATION

16.1 Term

Commences on Effective Date for [____] year(s). Auto-renews for [____]-year periods unless [____] days' notice. Terminates with the Underlying Agreement unless otherwise agreed.

16.2 Early Termination

Material breach with thirty (30) days' cure period. Joint termination. Escrow Agent on ninety (90) days' notice. Immediate upon bankruptcy.

16.3 Effect

Return or destroy per Licensor's direction (thirty-day default to destruction). Post-release rights survive. Surviving provisions: Sections 2, 8, 10, 11, 14, 15, 17, 19.

16.4 Wind-Down

Orderly completion of pending matters. Escrow Agent maintains security during wind-down.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law

New Mexico law, without conflict of laws principles. UN CISG does not apply.

17.2 Venue

Exclusive jurisdiction in state and federal courts in [________________________________] County, New Mexico (select one):

☐ Bernalillo County (Albuquerque) — District of New Mexico
☐ Santa Fe County (Santa Fe) — District of New Mexico

Each Party waives venue objections and inconvenient forum claims.

17.3 Jury Waiver

IMPORTANT NOTE: New Mexico courts have historically been cautious about enforcing pre-dispute contractual jury waivers. While the following waiver is included, the Parties should be aware that its enforceability under New Mexico law may be subject to judicial scrutiny.

TO THE FULLEST EXTENT PERMITTED BY NEW MEXICO LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS MADE VOLUNTARILY AND WITH FULL UNDERSTANDING OF ITS CONSEQUENCES.

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

17.4 Escalation

Step 1: Contacts meet within ten (10) Business Days. Step 2: Senior management within twenty (20) Business Days. Step 3: Mediation if agreed, costs shared.

17.5 Arbitration (Optional)

☐ If checked, unresolved disputes shall be resolved by binding JAMS arbitration in [________________________________], New Mexico, before a single arbitrator. New Mexico law applies. Award is final. Judgment may be entered in any New Mexico court. Injunctive relief for trade secrets remains available. The New Mexico Uniform Arbitration Act (NMSA §§ 44-7A-1 to 44-7A-32) governs procedural matters.

17.6 Injunctive Relief

Any Party may seek injunctive relief at any time to protect trade secrets, Confidential Information, or IP rights.

17.7 Attorneys' Fees

The prevailing Party shall recover reasonable attorneys' fees, costs, and expenses.

17.8 Statute of Limitations

Written contract claims: six (6) years (NMSA § 37-1-3). Trade secret misappropriation: three (3) years from discovery (NMSA § 57-3A-6).

18. NEW MEXICO-SPECIFIC PROVISIONS

18.1 Electronic Signatures

(a) This Agreement may be executed electronically per the New Mexico Uniform Electronic Transactions Act (NMSA §§ 14-16-1 to 14-16-19). Electronic signatures have the same effect as original signatures.

(b) Records and signatures shall not be denied legal effect solely because they are electronic (NMSA § 14-16-7).

(c) Parties agree to conduct transactions electronically.

18.2 Consumer Protection

(a) Nothing herein limits rights under the New Mexico Unfair Practices Act (NMSA §§ 57-12-1 to 57-12-26).

(b) The Unfair Practices Act prohibits unconscionable trade practices, deception, and fraud in the conduct of trade or commerce (NMSA § 57-12-3).

(c) Violations may subject a person to civil penalties, and the New Mexico Attorney General has enforcement authority (NMSA § 57-12-11).

18.3 New Mexico Data Privacy

(a) New Mexico's Data Breach Notification Act (NMSA §§ 57-12C-1 to 57-12C-12) applies to Personal Identifying Information in the Deposit Materials.

(b) Escrow Agent shall implement reasonable security measures for any Personal Identifying Information.

(c) The Parties acknowledge that New Mexico does not currently have a comprehensive consumer privacy act comparable to the CCPA or Colorado Privacy Act. However, the Parties shall comply with all applicable New Mexico privacy laws as they may be enacted or amended.

18.4 Bankruptcy Considerations

Beneficiary's rights protected under 11 U.S.C. § 365(n). Automatic stay shall not prevent § 365(n) election.

18.5 New Mexico Arbitration

If arbitration is elected, the New Mexico Uniform Arbitration Act (NMSA §§ 44-7A-1 to 44-7A-32) governs. New Mexico courts enforce arbitration agreements and awards consistent with both state and federal arbitration law.

18.6 Business Entity Compliance

Each Party represents it is duly organized, validly existing, and in good standing, and qualified to do business in New Mexico as required.

19. MISCELLANEOUS

19.1 Notices

Written notices: personal delivery, one (1) Business Day after overnight courier, three (3) Business Days after certified mail, or upon confirmed email with courier copy. To Section 1.1 addresses or as updated.

19.2 Assignment

No assignment without consent, except: (i) Licensor to Product-business acquirer; (ii) Beneficiary to Affiliate or business acquirer. Unauthorized assignment void. Binds successors and assigns.

19.3 Force Majeure

No liability for Force Majeure delays with prompt notice and reasonable mitigation. Termination right after [____] consecutive days.

19.4 Amendments and Waivers

Written amendments signed by all Parties. No oral modifications. Written waivers only.

19.5 Severability

Invalid provisions reformed. Remaining provisions unaffected.

19.6 Entire Agreement

This Agreement and the Underlying Agreement constitute the complete agreement. Supersedes prior agreements.

19.7 Counterparts

Executed in counterparts. Electronic execution valid.

19.8 No Third-Party Beneficiaries

Benefits only Parties and permitted assigns, except for indemnification.

19.9 Independent Contractors

No partnership, joint venture, agency, or employment.

19.10 Precedence

Underlying Agreement controls license scope; this Agreement controls escrow matters.

20. SIGNATURES

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

LICENSOR:

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

BENEFICIARY:

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

ESCROW AGENT:

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

21. SCHEDULES

SCHEDULE A — FEE SCHEDULE

SCHEDULE B — DEPOSIT MATERIALS INVENTORY

Product Name: [________________________________]
Product Version: [________________________________]
Date: [__/__/____]
Type: ☐ Initial ☐ Update

Third-Party Components:

Certification: I certify completeness, accuracy, and sufficiency.

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

SCHEDULE C — VERIFICATION PROCEDURES

Level 1: ☐ Inventory ☐ Hash ☐ Readability ☐ Report
Level 2: ☐ Level 1 ☐ Build ☐ Dependencies ☐ Errors ☐ Report
Level 3: ☐ Level 2 ☐ Deploy ☐ Functional test ☐ Report

SCHEDULE D — RELEASE AND OBJECTION FORMS

Release Request: To Escrow Agent from Beneficiary. Date: [__/__/____]

Conditions: ☐ Bankruptcy (6.1(a)) ☐ Cessation (6.1(b)) ☐ Breach (6.1(c)) ☐ Unavailability (6.1(d)) ☐ Deposit Failure (6.1(e)) ☐ Repudiation (6.1(f))

Facts: [________________________________]
Type: ☐ Standard ☐ Expedited ☐ Partial: [________________________________]

Certified under penalty of perjury under the laws of New Mexico.

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

Objection Notice: To Escrow Agent from Licensor. Date: [__/__/____]

Grounds: [________________________________]

Certified under penalty of perjury under the laws of New Mexico.

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

Sources and References

• New Mexico Uniform Trade Secrets Act: NMSA §§ 57-3A-1 to 57-3A-7
• New Mexico UETA: NMSA §§ 14-16-1 to 14-16-19
• New Mexico Data Breach Notification Act: NMSA §§ 57-12C-1 to 57-12C-12
• New Mexico Unfair Practices Act: NMSA §§ 57-12-1 to 57-12-26
• New Mexico Interest Rate: NMSA § 56-8-3
• New Mexico Statute of Limitations (Written Contracts): NMSA § 37-1-3
• New Mexico Uniform Arbitration Act: NMSA §§ 44-7A-1 to 44-7A-32
• Federal Bankruptcy Code: 11 U.S.C. § 365(n)
• Federal Defend Trade Secrets Act: 18 U.S.C. §§ 1836-1839