SOURCE CODE ESCROW AGREEMENT

State of Nevada

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. Nevada-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 set forth above 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 of Licensor, Beneficiary, and Escrow Agent may be referred to individually as a "Party" and collectively as 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 and use of the Product in the event that Licensor is unable or unwilling to continue providing maintenance, support, or access as required under the Underlying Agreement;

WHEREAS, the Parties desire to establish an escrow arrangement whereby Licensor shall deposit the Source Code and related materials with Escrow Agent, to be held and released to Beneficiary upon the occurrence of certain defined Release Conditions;

WHEREAS, Escrow Agent is in the business of providing technology escrow services and has agreed to accept, hold, and release the Deposit Materials in accordance with the terms hereof;

WHEREAS, the Parties acknowledge that the Deposit Materials may constitute trade secrets protected under the Nevada Uniform Trade Secrets Act (NRS §§ 600A.010-600A.100) and federal law; and

WHEREAS, the Parties desire to set forth the terms and conditions governing the deposit, verification, maintenance, and release of the Deposit Materials;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained 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, with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where "control" means the possession of the power to direct the management and policies of an entity through ownership of voting securities, by contract, or otherwise.

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 any day on which banking institutions in the State of Nevada are authorized or required by law to close.

2.4 "Confidential Information" means all non-public information disclosed by any Party to any other Party in connection with this Agreement, including the Deposit Materials, the terms of this Agreement, trade secrets, technical data, business plans, financial information, and any other information that is marked as confidential or that a reasonable person would understand to be confidential.

2.5 "Deposit Materials" means collectively the Source Code, Documentation, Build Environment, Third-Party Components, and all other materials deposited by Licensor with Escrow Agent pursuant to this Agreement, as described in Section 3 and Schedule B.

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

2.7 "Documentation" means all technical documentation, user manuals, API documentation, architecture diagrams, database schemas, deployment guides, and other written materials necessary to understand, maintain, modify, 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 the fees payable to Escrow Agent as set forth in Schedule A.

2.11 "Force Majeure Event" means any event beyond the reasonable control of a Party, including acts of God, fire, flood, earthquake, pandemic, war, terrorism, government action, power failure, or cyberattack, but excluding financial difficulties, insolvency, or inability to meet contractual obligations due to business conditions.

2.12 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, know-how, moral rights, and all other intellectual property rights recognized under any applicable law.

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

2.14 "Losses" means any damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) incurred by an Indemnified Party.

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

2.16 "Personal Information" means any information that, alone or in conjunction with any other information, can be used to identify an individual, as defined under NRS § 603A.040.

2.17 "Product" means the software product identified in the Recitals and more particularly described in Schedule B.

2.18 "Release Conditions" means the events described in Section 6 entitling Beneficiary to receive the Deposit Materials.

2.19 "Release Request" means a written request from Beneficiary to Escrow Agent requesting the release of Deposit Materials.

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

2.21 "Third-Party Components" means any software, libraries, or components owned or licensed by third parties incorporated into or required for the Product, together with applicable third-party license agreements.

2.22 "Underlying Agreement" means the agreement identified in the Recitals pursuant to which Licensor has granted Beneficiary rights to the Product.

2.23 "Update Deposit" means any deposit made by Licensor after the Initial Deposit.

2.24 "Verification" means the inspection, testing, or evaluation of the Deposit Materials as described in Section 5.

3. DEPOSIT MATERIALS

3.1 Required Deposit Materials

Licensor shall deposit with Escrow Agent the following materials:

(a) Complete Source Code for the Product, including all modules, components, subroutines, libraries developed by Licensor, header files, resource files, and all other files necessary to compile, build, and operate the Product;

(b) Build Environment materials, including: (i) build scripts and makefiles; (ii) compiler and interpreter specifications with version numbers; (iii) configuration files and environment variables; (iv) container definitions (e.g., Dockerfiles); and (v) CI/CD pipeline configurations;

(c) All Third-Party Components, together with: (i) identification by name, version, and license type; (ii) copies of applicable license agreements; (iii) instructions for obtaining components that cannot be deposited; and (iv) confirmation that licenses permit the use contemplated upon release;

(d) Complete Documentation, including: (i) system architecture documents; (ii) database schemas and data dictionaries; (iii) API documentation; (iv) installation and deployment guides; (v) administrator manuals; (vi) test plans and test cases; and (vii) known issues and bug tracking reports;

(e) Database creation scripts, seed data, migration scripts, and stored procedures necessary to initialize the Product's data stores;

(f) Encryption keys, certificates, API keys, and credentials necessary to build and operate the Product, stored with enhanced security; and

(g) Any additional materials identified in Schedule B or reasonably necessary to enable a competent developer to compile, build, deploy, maintain, and operate the Product.

3.2 Format Requirements

(a) All Deposit Materials shall be delivered in machine-readable, non-proprietary formats to the greatest extent practicable.

(b) Source Code shall be deposited in its native format, including version control repository exports where feasible.

(c) Documentation shall be provided in commonly used formats such as PDF, HTML, or Markdown.

(d) All media and storage devices shall be new, commercially available, and in good working condition.

3.3 Completeness Certification

With each deposit, Licensor shall provide a signed certification substantially in the form of Schedule B, certifying that the Deposit Materials are complete, accurate, and sufficient to enable a reasonably skilled developer to compile, build, deploy, and maintain the Product.

4. DEPOSIT AND UPDATE PROCEDURES

4.1 Initial Deposit

(a) Licensor shall deliver the Initial Deposit to Escrow Agent within [____] calendar days after the Effective Date.

(b) The Initial Deposit shall be delivered via (select all that apply):

☐ Secure electronic upload to Escrow Agent's designated portal
☐ Encrypted physical media via insured carrier
☐ Secure file transfer protocol (SFTP)
☐ Other: [________________________________]

(c) The Initial Deposit shall be accompanied by the completeness certification and a completed Schedule B.

(d) Escrow Agent shall acknowledge receipt within five (5) Business Days, including confirmation of the date of receipt, format, SHA-256 hash values, and any apparent deficiencies.

4.2 Update Deposits

(a) Licensor shall deliver Update Deposits on the following schedule (select one):

☐ Within [____] Business Days following each major release
☐ Within [____] Business Days following each minor or patch release
☐ Quarterly, no later than the [____] Business Day of each quarter
☐ Semi-annually
☐ Other: [________________________________]

(b) Each Update Deposit shall include all updated Deposit Materials, along with an updated completeness certification and change log.

4.3 Deposit Verification by Escrow Agent

(a) Upon receipt of any deposit, Escrow Agent shall: (i) verify physical integrity; (ii) confirm readability; (iii) compute SHA-256 hash values; (iv) compare against Schedule B; and (v) notify both Licensor and Beneficiary within five (5) Business Days.

(b) Any deficiency identified shall be reported within ten (10) Business Days. Licensor shall cure any deficiency within [____] Business Days.

4.4 Storage and Maintenance

(a) Escrow Agent shall store all Deposit Materials in a secure facility within the United States using commercially reasonable security measures.

(b) Escrow Agent shall maintain at least [____] geographically separate backup copies.

(c) Escrow Agent shall verify integrity and readability at least once per [____] months.

5. VERIFICATION AND TESTING

5.1 Verification Options

(a) Level 1 — Inventory Verification. Escrow Agent verifies all items in Schedule B are present, confirms file counts and sizes, verifies directory structures, and ensures files are readable and uncorrupted. A written inventory report shall be produced.

(b) Level 2 — Technical Verification. In addition to Level 1, Escrow Agent or its qualified designee attempts to compile or build the Product from the Source Code, reporting on success, missing dependencies, and errors.

(c) Level 3 — Full Functional Verification. In addition to Level 1 and Level 2, the compiled Product is deployed in a test environment and functional tests are executed to verify material conformity with documentation.

5.2 Verification Procedures

(a) Beneficiary shall submit a written verification request specifying the desired level. Escrow Agent shall provide an estimated timeline and cost within ten (10) Business Days.

(b) Verifications shall be conducted in a secure environment preserving confidentiality. No copies shall be retained by third-party personnel after completion.

(c) Licensor shall cooperate in good faith with verification and provide reasonable technical support.

(d) Escrow Agent shall deliver a written verification report within [____] Business Days of completion.

5.3 Verification Costs

(a) Costs shall be borne as follows (select one):

☐ Beneficiary bears all costs
☐ Licensor bears all costs
☐ Costs split equally
☐ Other: [________________________________]

(b) If deficiencies attributable to Licensor are found, Licensor shall bear re-verification costs regardless of the above allocation.

5.4 Cure of Deficiencies

(a) Licensor shall cure material deficiencies within [____] Business Days after receiving the verification report.

(b) A "material deficiency" includes inability to compile the Product, absence of necessary Third-Party Components, absence of material Documentation, or corrupted files.

(c) Failure to cure within the specified period may be treated by Beneficiary as a material breach.

6. RELEASE CONDITIONS

6.1 Release Trigger Events

Escrow Agent shall release the Deposit Materials to Beneficiary upon the occurrence of any of the following, subject to Section 7 procedures:

(a) Bankruptcy or Insolvency. Licensor: (i) files a voluntary petition under the Bankruptcy Code or any Nevada insolvency law; (ii) has an involuntary petition filed against it not dismissed within sixty (60) days; (iii) makes a general assignment for the benefit of creditors; (iv) has a receiver or trustee appointed for substantially all its property; or (v) is adjudicated bankrupt or insolvent.

(b) Cessation of Business Operations. Licensor ceases business operations with respect to the Product, including ceasing development, maintenance, and support, publicly announcing discontinuation, or failing to maintain qualified personnel.

(c) Material Breach of Support Obligations. Licensor materially breaches its maintenance, support, or service level obligations under the Underlying Agreement and such breach remains uncured for [____] calendar days after written notice.

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

(e) Failure to Make Required Deposits. Licensor fails to make a required deposit within [____] Business Days after due, continuing for [____] additional Business Days after written notice.

(f) Repudiation. Licensor expressly repudiates its obligations under the Underlying Agreement or this Agreement in writing.

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

(a) The Parties acknowledge that the Underlying Agreement constitutes a license of "intellectual property" under 11 U.S.C. § 101(35A), and that Beneficiary's rights include rights to intellectual property within the Bankruptcy Code.

(b) If Licensor becomes a debtor under the Bankruptcy Code and the trustee rejects the Underlying Agreement, Beneficiary may elect to retain its rights under 11 U.S.C. § 365(n), including continued use of the intellectual property and receipt of supplementary materials.

(c) If Beneficiary so elects, it shall continue to make all royalty payments due under the Underlying Agreement.

(d) Release of Deposit Materials under this Agreement supplements and does not replace any rights under 11 U.S.C. § 365(n).

6.3 Events Not Constituting Release Conditions

(a) Change of control, merger, or acquisition of Licensor if the successor assumes Licensor's obligations;

(b) Transfer of the Underlying Agreement to a creditworthy assignee assuming all obligations;

(c) Temporary service interruptions within agreed service level parameters;

(d) Good-faith dispute by Licensor regarding Beneficiary's compliance; or

(e) Scheduled maintenance or migrations conducted per the Underlying Agreement.

7. RELEASE PROCEDURES

7.1 Release Request

(a) Beneficiary shall submit a Release Request to Escrow Agent in writing (form in Schedule D), including: (i) identification of the Release Condition(s); (ii) detailed supporting facts; (iii) documentary evidence; and (iv) an officer's certification of truth and accuracy.

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

7.2 Licensor Response Period

(a) Licensor shall have [____] Business Days to respond by: (i) consenting to release; (ii) delivering an Objection Notice; or (iii) failing to respond.

(b) If Licensor consents or fails to respond, Escrow Agent shall release the Deposit Materials within five (5) Business Days.

7.3 Objection Procedure

(a) An Objection Notice shall include grounds for objection, supporting evidence, and an officer's certification.

(b) Escrow Agent shall hold the Deposit Materials pending resolution. Escrow Agent need not make independent determinations on the merits.

(c) The Parties shall resolve the dispute per Section 17. If not resolved within [____] Business Days, either Party may seek arbitration or judicial resolution.

(d) Escrow Agent shall act in accordance with: (i) written agreement of both Licensor and Beneficiary; (ii) a final court order; or (iii) a final arbitration award.

7.4 Expedited Release

(a) For imminent irreparable harm, Beneficiary may submit an Expedited Release Certification under penalty of perjury. Licensor shall have forty-eight (48) hours to object.

(b) If no objection is received, Escrow Agent shall release within twenty-four (24) hours.

(c) If Licensor objects, Beneficiary may seek emergency injunctive relief per Section 17.

7.5 Partial Release

Beneficiary may request a partial release of specific components, subject to the foregoing procedures.

8. POST-RELEASE LICENSE RIGHTS

8.1 Grant of License

(a) Upon valid release, Beneficiary receives a non-exclusive, non-transferable, irrevocable license to use, copy, modify, compile, and create derivative works of the Deposit Materials solely for maintaining, supporting, and operating the Product for Beneficiary's internal business purposes.

(b) This includes the right to: (i) compile and build the Product; (ii) deploy on Beneficiary's systems; (iii) fix bugs and apply security patches; (iv) create system interfaces; and (v) engage qualified contractors subject to Section 8.2.

8.2 Restrictions on Use

(a) The license does not include rights to: (i) commercialize, resell, or sublicense the Deposit Materials; (ii) use for purposes unrelated to the licensed Product; (iii) reverse engineer except as necessary for permitted purposes; or (iv) remove proprietary notices.

(b) Third-party contractors must be bound by confidentiality obligations at least as protective as this Agreement and must return or destroy all copies upon completion.

8.3 Duration of Post-Release License

The license remains effective for the remainder of the Underlying Agreement term, including renewals, or if the Underlying Agreement has terminated, for [____] years following release.

8.4 Confidentiality of Released Materials

Beneficiary shall continue to treat the Deposit Materials as Confidential Information and limit access to those with a need to know who are bound by appropriate confidentiality obligations.

9. FEES AND PAYMENT

9.1 Escrow Agent Fees

The Parties shall pay the following fees per Schedule A:

(i) Initial Setup Fee: $[________________________________], payable upon execution;
(ii) Annual Maintenance Fee: $[________________________________], payable annually in advance;
(iii) Deposit Processing Fee: $[________________________________] per deposit;
(iv) Verification Fee: Per Schedule A;
(v) Release Processing Fee: $[________________________________]; and
(vi) Additional Services Fee: As quoted.

9.2 Fee Allocation

9.3 Payment Terms

(a) Fees due within thirty (30) days of invoice. Payments in U.S. dollars by wire transfer, ACH, or check.

(b) Fees are exclusive of applicable taxes.

9.4 Late Payment

(a) Past-due amounts shall bear interest at [____]% per month. Nevada does not impose a general usury limit on commercial transactions; parties may agree to any rate of interest (NRS § 99.050). However, for consumer credit extended to covered service members or their dependents, the annual percentage rate shall not exceed thirty-six percent (36%) or the maximum rate under applicable federal law, whichever is less.

(b) If any amount remains unpaid for sixty (60) days, Escrow Agent may suspend services upon thirty (30) days' notice, provided the Deposit Materials shall not be destroyed or released during suspension.

9.5 Fee Adjustments

Escrow Agent may adjust fees annually with sixty (60) days' notice. No increase shall exceed the greater of three percent (3%) or the CPI-U increase for the Las Vegas-Henderson-Paradise metropolitan area for the preceding twelve months.

10. CONFIDENTIALITY AND SECURITY

10.1 Confidentiality Obligations

(a) Each Party shall hold Confidential Information in strict confidence and shall not disclose it except: (i) to employees, officers, and advisors with a need to know bound by confidentiality obligations; (ii) as required by law, with prompt notice to the other Parties; or (iii) with prior written consent.

(b) Confidentiality obligations survive termination for five (5) years, or for trade secrets, as long as information qualifies as a trade secret under applicable law.

10.2 Escrow Agent Security Obligations

Escrow Agent shall implement commercially reasonable security measures including:

(a) Physical security with restricted access controls, intrusion detection, video surveillance, and environmental protections;

(b) Technical security including AES-256 encryption at rest, TLS 1.2+ encryption in transit, role-based access controls, and multi-factor authentication;

(c) Personnel security including background checks and individual non-disclosure agreements; and

(d) Audit controls including detailed access logs retained for three (3) years.

10.3 Data Breach Notification — Nevada Law

(a) In the event of unauthorized access to the Deposit Materials, Escrow Agent shall notify Licensor and Beneficiary in the most expedient time possible and without unreasonable delay, consistent with NRS § 603A.220, and in any event within seventy-two (72) hours of discovery.

(b) The notification shall include a description of the breach, the nature and scope of data affected, and remediation steps taken.

(c) If the breach involves Personal Information as defined in NRS § 603A.040, Escrow Agent shall comply with all notification requirements under NRS §§ 603A.210-603A.240, including notification to affected individuals and, where applicable, the Nevada Attorney General.

(d) Escrow Agent shall, at its expense, take all commercially reasonable steps to contain the breach and prevent further unauthorized access.

(e) The Parties acknowledge that pursuant to NRS § 603A.100, any waiver of the security and privacy protections under NRS Chapter 603A is contrary to public policy, void, and unenforceable.

11. TRADE SECRET PROTECTIONS

11.1 Trade Secret Acknowledgment

(a) The Parties acknowledge that the Deposit Materials may constitute "trade secrets" under the Nevada Uniform Trade Secrets Act ("NUTSA"), codified at NRS §§ 600A.010-600A.100, deriving independent economic value from not being generally known (NRS § 600A.010).

(b) Pursuant to NRS § 600A.032, the owner of a trade secret is presumed to make a reasonable effort to maintain its secrecy if the word "Confidential" or "Private" or another indication of secrecy is placed in a reasonably noticeable manner on any medium or container that includes any portion of the trade secret. The Parties shall ensure all Deposit Materials are so marked.

11.2 Protective Measures

(a) All copies of Deposit Materials shall be marked with trade secret and confidentiality legends.

(b) Access restricted to authorized individuals on a need-to-know basis with written records maintained.

(c) All individuals with access shall execute non-disclosure agreements identifying the materials as trade secrets under NRS §§ 600A.010-600A.100.

(d) If compelled to disclose by judicial or governmental process, the disclosing Party shall provide prompt notice to Licensor and cooperate in seeking a protective order.

11.3 Remedies for Misappropriation

(a) Actual or threatened misappropriation may be enjoined pursuant to NRS § 600A.040, including preliminary and permanent injunctive relief.

(b) Damages for misappropriation may include actual loss and unjust enrichment pursuant to NRS § 600A.050. In lieu of actual damages, a court may impose a reasonable royalty.

(c) If willful and malicious misappropriation is established, exemplary damages not exceeding twice the amount awarded under NRS § 600A.050 may be assessed (NRS § 600A.050(2)).

(d) The prevailing party in an action under NUTSA may recover reasonable attorneys' fees if the misappropriation claim was made in bad faith, or if willful and malicious misappropriation is found (NRS § 600A.060).

(e) The statute of limitations for misappropriation is three (3) years from discovery or reasonable discovery (NRS § 600A.070).

12. INTELLECTUAL PROPERTY

12.1 Ownership

(a) Licensor retains all right, title, and interest in the Deposit Materials, subject only to the license rights granted upon valid release.

(b) Escrow Agent acquires no ownership interest; its possession is solely custodial.

(c) Beneficiary acquires no rights except as granted in Section 8 upon valid release.

12.2 Representations Regarding Intellectual Property

Licensor represents and warrants that:

(a) Licensor owns or has all necessary rights to the Deposit Materials and full authority to deposit them and grant the license in Section 8;

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

(c) All Third-Party Components comply with their license terms and permit the contemplated use upon release;

(d) No exclusive rights have been granted that would prevent the Section 8 license; and

(e) No pending or threatened claims allege infringement by the Deposit Materials.

12.3 Third-Party Intellectual Property

(a) Licensor shall identify all Third-Party Components in Schedule B.

(b) Where separate approval or payment is required following release, Licensor shall indicate this and assist Beneficiary in obtaining necessary licenses.

(c) If any component cannot be deposited, Licensor shall deposit detailed procurement instructions.

13. WARRANTIES AND DISCLAIMERS

13.1 Licensor Warranties

Licensor warrants that: (a) it has full authority to enter this Agreement; (b) execution does not conflict with any other agreement; (c) the Deposit Materials are complete and sufficient for a skilled developer to build and maintain the Product; (d) no malicious code has been intentionally included; (e) the Deposit Materials correspond to the version provided to Beneficiary; and (f) Licensor shall maintain its deposit obligations throughout the term.

13.2 Escrow Agent Warranties

Escrow Agent warrants that: (a) it has full authority to enter this Agreement; (b) it shall perform with reasonable care consistent with industry standards; (c) it shall comply with applicable laws, including Nevada data security laws; and (d) it maintains adequate insurance, including errors and omissions and cyber liability coverage.

13.3 Beneficiary Warranties

Beneficiary warrants that: (a) it has full authority to enter this Agreement; and (b) it shall use released Deposit Materials solely in accordance with this Agreement and the Underlying Agreement.

13.4 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO PARTY MAKES ANY WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. UPON RELEASE, DEPOSIT MATERIALS ARE PROVIDED "AS IS." This disclaimer is enforceable to the fullest extent under Nevada law, including NRS §§ 104.2316 and 104A.2A214.

14. INDEMNIFICATION

14.1 Indemnification by Licensor

Licensor shall indemnify, defend, and hold harmless Beneficiary and Escrow Agent from Losses arising from: (i) breach of Licensor's representations, warranties, or covenants; (ii) third-party IP infringement claims related to the Deposit Materials; (iii) Licensor's gross negligence or willful misconduct; or (iv) Personal Information improperly included in the Deposit Materials.

14.2 Indemnification by Beneficiary

Beneficiary shall indemnify, defend, and hold harmless Licensor and Escrow Agent from Losses arising from: (i) breach of Beneficiary's representations, warranties, or covenants; (ii) use exceeding the license scope; (iii) Beneficiary's gross negligence or willful misconduct; or (iv) third-party claims from Beneficiary's modifications, except for defects in the original Deposit Materials.

14.3 Indemnification by Escrow Agent

Escrow Agent shall indemnify, defend, and hold harmless Licensor and Beneficiary from Losses arising from: (i) Escrow Agent's gross negligence or willful misconduct; (ii) unauthorized release, disclosure, or loss due to security failures; or (iii) breach of Escrow Agent's representations or covenants.

14.4 Indemnification Procedures

(a) Prompt written notice of claims (failure does not relieve obligations except to the extent of material prejudice).

(b) The Indemnifying Party may assume defense with reasonably acceptable counsel.

(c) The Indemnified Party may participate at its own expense.

(d) No settlement imposing obligations on the Indemnified Party without written consent.

15. LIMITATION OF LIABILITY

15.1 Aggregate Cap

EXCEPT FOR CARVE-OUTS IN SECTION 15.3, EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. ESCROW AGENT'S LIABILITY SHALL NOT EXCEED THE ESCROW AGENT FEES ACTUALLY PAID IN THE PRECEDING TWELVE (12) MONTHS.

15.2 Exclusion of Consequential Damages

NO PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, HOWEVER CAUSED, EVEN IF ADVISED OF THEIR POSSIBILITY.

15.3 Carve-Outs

Sections 15.1 and 15.2 do not apply to: (a) indemnification obligations; (b) gross negligence or willful misconduct; (c) breach of confidentiality or trade secret obligations; (d) unauthorized release or loss of Deposit Materials; (e) use of Deposit Materials exceeding the license scope; or (f) any liability that cannot be limited under Nevada law.

15.4 Essential Purpose

The limitations reflect a fair allocation of risk. They apply notwithstanding failure of the essential purpose of any limited remedy.

16. TERM AND TERMINATION

16.1 Term

(a) This Agreement commences on the Effective Date for an initial term of [____] year(s).

(b) Automatically renews for successive [____]-year periods unless any Party provides [____] days' written notice of non-renewal.

(c) Terminates automatically upon termination of the Underlying Agreement unless otherwise agreed in writing.

16.2 Early Termination

(a) Any Party may terminate for material breach upon thirty (30) days' written notice and failure to cure.

(b) Licensor and Beneficiary may jointly terminate at any time upon written notice.

(c) Escrow Agent may terminate on ninety (90) days' notice, cooperating in transfer to a successor.

(d) Any Party may terminate immediately if another Party files for bankruptcy or makes a general assignment.

16.3 Effect of Termination

(a) Absent a valid release, Escrow Agent shall return or destroy Deposit Materials as directed by Licensor, or destroy after thirty (30) days without instruction.

(b) If validly released, Section 8 license rights survive per Section 8.3.

(c) Surviving provisions: Sections 2, 8 (if released), 10, 11, 14, 15, 17, and 19.

16.4 Wind-Down

Parties shall cooperate to complete pending Release Requests, verifications, fee settlements, and return or destruction of materials. Escrow Agent maintains security obligations during wind-down.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law

This Agreement shall be governed by the laws of the State of Nevada, without regard to conflict of laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

17.2 Venue and Jurisdiction

(a) Exclusive jurisdiction and venue in state and federal courts in [________________________________] County, Nevada (select one):

☐ Clark County (Las Vegas) — District of Nevada (Las Vegas Division)
☐ Washoe County (Reno) — District of Nevada (Reno Division)

(b) Each Party waives objections to venue and claims of inconvenient forum.

17.3 Jury Waiver

TO THE FULLEST EXTENT PERMITTED BY NEVADA LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS MADE KNOWINGLY AND VOLUNTARILY.

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

17.4 Escalation and Negotiation

(a) Step 1: Designated contacts meet within ten (10) Business Days of dispute notice.

(b) Step 2: Senior management escalation within twenty (20) Business Days if unresolved.

(c) Step 3: Mediation by JAMS or agreed mediator, costs shared equally.

17.5 Arbitration (Optional)

☐ If checked, disputes not resolved through escalation shall be resolved by binding arbitration administered by JAMS in [________________________________], Nevada, before a single arbitrator experienced in technology licensing. The arbitrator shall apply Nevada law and may award any remedy available at law or in equity. The award is final and binding, and judgment may be entered in any Nevada court. Injunctive relief for trade secrets remains available from courts of competent jurisdiction.

17.6 Injunctive Relief

Any Party may seek injunctive or equitable relief at any time to prevent misappropriation of trade secrets, unauthorized disclosure of Deposit Materials, or breach of confidentiality obligations. Monetary damages may be inadequate, and injunctive relief is appropriate.

17.7 Attorneys' Fees

The prevailing Party in any action shall recover reasonable attorneys' fees, costs, and expenses from the non-prevailing Party.

17.8 Statute of Limitations

The statute of limitations for contract claims under this Agreement is six (6) years from accrual (NRS § 11.190(1)(b)). The statute of limitations for trade secret misappropriation is three (3) years from discovery (NRS § 600A.070).

18. NEVADA-SPECIFIC PROVISIONS

18.1 Electronic Signatures

(a) This Agreement may be executed electronically per the Nevada Uniform Electronic Transactions Act (NRS §§ 719.010-719.350). Electronic signatures have the same legal effect as original signatures.

(b) A record or signature shall not be denied legal effect solely because it is in electronic form (NRS § 719.240).

(c) The Parties agree to conduct transactions under this Agreement by electronic means.

18.2 Consumer Protection

(a) Nothing herein limits rights under the Nevada Deceptive Trade Practices Act (NRS §§ 598.0903-598.0999).

(b) Any provision found unconscionable under Nevada consumer protection statutes shall be reformed to the minimum extent necessary.

18.3 Nevada Privacy Law

(a) To the extent applicable, the Parties shall comply with NRS § 603A.210 et seq. regarding the security of Personal Information contained in the Deposit Materials.

(b) Escrow Agent shall implement reasonable security measures to protect Personal Information consistent with NRS § 603A.210 and shall not make any covered transaction involving Personal Information without consent as required under NRS § 603A.340 (Nevada's SB 220, the online privacy law).

18.4 Bankruptcy Considerations

(a) Beneficiary's rights are protected under 11 U.S.C. § 365(n) in the event of Licensor's bankruptcy.

(b) The automatic stay under 11 U.S.C. § 362 shall not prevent Beneficiary from exercising its election under § 365(n).

18.5 Nevada Business Entity Compliance

Each Party represents that it is duly organized, validly existing, and in good standing under the laws of its state of formation, and is qualified to do business in the State of Nevada to the extent required by law.

19. MISCELLANEOUS

19.1 Notices

All notices shall be in writing and deemed given upon personal delivery, one (1) Business Day after overnight courier deposit, three (3) Business Days after certified mail, or upon confirmed email transmission with overnight courier copy. Notices to the addresses in Section 1.1, or as updated in writing.

19.2 Assignment

Neither Licensor nor Beneficiary may assign without prior written consent, except: (i) Licensor may assign to an acquirer of its Product-related business; (ii) Beneficiary may assign to an Affiliate or acquirer of its business. Attempted unauthorized assignment is void. The Agreement binds successors and permitted assigns.

19.3 Force Majeure

No Party is liable for delay due to Force Majeure, provided prompt notice and reasonable mitigation. If a Force Majeure Event continues for [____] consecutive days, any non-affected Party may terminate.

19.4 Amendments and Waivers

Amendments require written agreement of all three Parties. No oral modifications. Failure to enforce a provision is not a waiver. Waivers must be in writing.

19.5 Severability

Invalid provisions shall be reformed to the minimum extent necessary; remaining provisions continue in full force and effect.

19.6 Entire Agreement

This Agreement and the Underlying Agreement constitute the entire agreement regarding the subject matter hereof, superseding all prior agreements and understandings.

19.7 Counterparts

May be executed in counterparts, each an original. Electronic execution has the same effect as original.

19.8 No Third-Party Beneficiaries

Except for indemnification provisions, this Agreement benefits only the Parties and their successors and permitted assigns.

19.9 Relationship of the Parties

The Parties are independent contractors. Nothing herein creates a partnership, joint venture, agency, or employment relationship.

19.10 Order of Precedence

Conflicts between this Agreement and the Underlying Agreement: the Underlying Agreement controls license scope; this Agreement controls escrow matters.

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

SCHEDULE B — DEPOSIT MATERIALS INVENTORY

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

Third-Party Components:

Completeness Certification:

I certify that the Deposit Materials are complete, accurate, and sufficient for a skilled developer to compile, build, deploy, and maintain the Product.

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

SCHEDULE C — VERIFICATION PROCEDURES

Level 1: ☐ File inventory ☐ Hash verification ☐ Readability check ☐ Report
Level 2: ☐ All Level 1 ☐ Build attempt ☐ Dependency check ☐ Error documentation ☐ Report
Level 3: ☐ All Level 2 ☐ Test deployment ☐ Functional testing ☐ Conformity report

SCHEDULE D — RELEASE REQUEST AND OBJECTION FORMS

Release Request:

To: Escrow Agent From: Beneficiary Date: [__/__/____]

Release Condition(s): ☐ Bankruptcy (6.1(a)) ☐ Cessation (6.1(b)) ☐ Material Breach (6.1(c)) ☐ Unavailability (6.1(d)) ☐ Deposit Failure (6.1(e)) ☐ Repudiation (6.1(f))

Statement of Facts: [________________________________]

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

I certify under penalty of perjury under the laws of the State of Nevada that the foregoing is true and correct.

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

Objection Notice:

To: Escrow Agent From: Licensor Date: [__/__/____]

Grounds: [________________________________]

I certify under penalty of perjury under the laws of the State of Nevada that the foregoing is true and correct.

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

Sources and References

• Nevada Uniform Trade Secrets Act: NRS §§ 600A.010-600A.100
• Nevada Uniform Electronic Transactions Act: NRS §§ 719.010-719.350
• Nevada Data Breach Notification: NRS §§ 603A.210-603A.240
• Nevada Online Privacy / SB 220: NRS § 603A.340
• Nevada Deceptive Trade Practices Act: NRS §§ 598.0903-598.0999
• Nevada Interest Rates: NRS § 99.050
• Nevada Statute of Limitations (Written Contracts): NRS § 11.190(1)(b)
• Federal Bankruptcy Code: 11 U.S.C. § 365(n)
• Federal Defend Trade Secrets Act: 18 U.S.C. §§ 1836-1839