SOURCE CODE ESCROW AGREEMENT

State of Ohio

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

1. PARTIES AND RECITALS

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

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

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

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

RECITALS

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

WHEREAS, the Software Product includes valuable source code, build environments, documentation, and related materials that constitute proprietary trade secrets of Licensor under the Ohio Uniform Trade Secrets Act, ORC 1333.61 et seq.;

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

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

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

WHEREAS, all parties acknowledge that this Agreement is governed by the laws of the State of Ohio and that the Deposit Materials may be afforded protection under the Ohio Uniform Trade Secrets Act (ORC 1333.61 et seq.) and applicable federal intellectual property laws;

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

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

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

2. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

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

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

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

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

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

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

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

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

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

2.10 "Misappropriation" has the meaning ascribed to it under the Ohio Uniform Trade Secrets Act, ORC 1333.61(B).

2.11 "Personal Information" has the meaning ascribed to it under ORC 1349.19(A)(7).

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

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

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

2.15 "Trade Secret" has the meaning ascribed to it under the Ohio Uniform Trade Secrets Act, ORC 1333.61(D), and includes information, including the whole or any portion or phase of any scientific or technical information, design, process, procedure, formula, pattern, compilation, program, device, method, technique, or improvement, or any business information or plans, financial information, or listing of names, addresses, or telephone numbers, that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

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

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

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

2.19 "Verification Report" means the written report prepared by Escrow Agent or an independent third-party expert upon completion of a Verification.

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

3. DEPOSIT MATERIALS

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

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

(b) All build scripts, makefiles, project files, and compilation instructions necessary to compile the source code into executable object code;

(c) All configuration files, environment settings, and deployment scripts necessary to deploy and operate the Software Product;

(d) Complete database schemas, data dictionaries, migration scripts, and seed data required for the Software Product to operate;

(e) A comprehensive list of all third-party software components, libraries, frameworks, and tools required to compile, build, and operate the Software Product, together with (i) the version number of each such component, (ii) the license terms applicable to each such component, and (iii) instructions for obtaining each such component;

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

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

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

(i) All encryption keys, certificates, passwords, and access credentials necessary to compile, build, and operate the Software Product, to the extent not otherwise restricted by third-party agreements;

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

(k) Any additional materials specified in Schedule B.

3.2 Format Requirements. All Deposit Materials shall be delivered in industry-standard, machine-readable formats. Source code shall be provided in its native programming language format. Documentation shall be provided in commonly accessible formats such as PDF, HTML, or Markdown. All media shall be free of viruses, malware, and other harmful code.

3.3 Completeness Representation. Licensor represents and warrants that the Deposit Materials, together with the third-party components identified therein, constitute all materials necessary for a reasonably skilled software developer familiar with the applicable programming languages and development tools to compile, build, deploy, and maintain the Software Product within a reasonable period of time.

4. DEPOSIT AND UPDATE PROCEDURES

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

4.2 Update Deposits. Licensor shall deliver Update Deposits to Escrow Agent in accordance with the following schedule:

(a) Within [____] Business Days following each major release of the Software Product;

(b) Within [____] Business Days following each minor release of the Software Product;

(c) In no event less frequently than once every [____] months; and

(d) Within [____] Business Days following any material change to the third-party components required to compile, build, or operate the Software Product.

4.3 Deposit Procedures. Each deposit shall be made in accordance with the following procedures:

(a) Licensor shall deliver the Deposit Materials to Escrow Agent via ☐ secure electronic transfer ☐ encrypted physical media ☐ other: [________________________________];

(b) Each deposit shall be accompanied by a completed Deposit Inventory Form in the format specified in Schedule B;

(c) Licensor shall generate and provide to Escrow Agent cryptographic hash values (SHA-256 or equivalent) for all deposited files;

(d) Escrow Agent shall verify receipt of the deposit against the Deposit Inventory Form and confirm that the cryptographic hash values match; and

(e) Escrow Agent shall provide written confirmation of receipt to both Licensor and Beneficiary within five (5) Business Days of receiving the deposit.

4.4 Failure to Deposit. If Licensor fails to make any required deposit within the applicable timeframe, Beneficiary may provide written notice to Licensor and Escrow Agent. If Licensor fails to cure such deficiency within fifteen (15) Business Days following receipt of such notice, such failure shall constitute a material breach of this Agreement.

4.5 Supplemental Deposits. Licensor may make supplemental deposits at any time to correct deficiencies, add materials, or replace previously deposited materials.

5. VERIFICATION AND TESTING

5.1 Verification Right. Beneficiary shall have the right to request Verification of the Deposit Materials at any time during the term of this Agreement.

5.2 Verification Tiers. Verification may be conducted at the following levels, as selected by Beneficiary:

Tier 1 — Inventory Verification:
(a) Escrow Agent shall compare the contents of the most recent deposit against the Deposit Inventory Form to confirm that all listed materials are present;
(b) Escrow Agent shall verify the integrity of all files using the cryptographic hash values provided by Licensor;
(c) Escrow Agent shall confirm that all files are in readable, non-corrupted format; and
(d) Escrow Agent shall prepare and deliver a Verification Report within ten (10) Business Days.

Tier 2 — Compilation Verification:
(a) All Tier 1 procedures shall be performed;
(b) An independent third-party expert approved by all parties shall attempt to compile the source code using the build scripts and instructions provided;
(c) The expert shall document whether the source code compiles without material errors; and
(d) The expert shall prepare and deliver a Verification Report within twenty (20) Business Days.

Tier 3 — Full Build and Functionality Verification:
(a) All Tier 1 and Tier 2 procedures shall be performed;
(b) The independent third-party expert shall attempt to deploy the compiled Software Product in a test environment and verify core functionality;
(c) The expert shall test the Software Product against agreed functional test criteria; and
(d) The expert shall prepare and deliver a comprehensive Verification Report within thirty (30) Business Days.

5.3 Verification Costs. The costs of Verification shall be borne as follows: ☐ Beneficiary shall bear all costs ☐ Licensor shall bear all costs ☐ Costs shall be split equally ☐ Other: [________________________________]. If the Verification reveals material deficiencies attributable to Licensor, Licensor shall bear all costs.

5.4 Deficiency Cure. If a Verification reveals material deficiencies, Licensor shall cure such deficiencies within [____] Business Days of receiving the Verification Report.

5.5 Expert Confidentiality. Any independent third-party expert engaged for Verification purposes shall execute a confidentiality agreement satisfactory to all parties prior to accessing the Deposit Materials.

6. RELEASE CONDITIONS

6.1 Release Events. Escrow Agent shall release the Deposit Materials to Beneficiary upon the occurrence of any of the following Release Conditions, subject to the procedures set forth in Section 7:

(a) Bankruptcy or Insolvency. Licensor (i) files a voluntary petition for relief under Title 11 of the United States Code (the "Bankruptcy Code"); (ii) has an involuntary petition filed against it under the Bankruptcy Code that is not dismissed within sixty (60) days; (iii) makes a general assignment for the benefit of creditors; (iv) has a receiver, trustee, or custodian appointed for all or substantially all of its assets; or (v) is adjudicated bankrupt or insolvent; provided that such event materially impairs Licensor's ability to perform its obligations under the Underlying Agreement;

(b) Cessation of Business. Licensor ceases to conduct business in the ordinary course with respect to the Software Product, including permanent discontinuation of development, maintenance, or support;

(c) Material Breach of Support Obligations. Licensor materially breaches its maintenance, support, or update obligations under the Underlying Agreement and fails to cure such breach within [____] days following receipt of written notice;

(d) Service Availability Failure. If the Underlying Agreement includes SaaS provisions, Licensor fails to maintain availability for [____] or more consecutive days, or [____] or more cumulative days within any [____]-day period, not caused by Force Majeure or Beneficiary's acts;

(e) Failure to Maintain Escrow. Licensor fails to make required deposits and fails to cure within thirty (30) days following written notice;

(f) Licensor Dissolution. Licensor is dissolved or liquidated under Ohio Revised Code Chapter 1705 or other applicable law without a successor entity assuming obligations; and

(g) Other Conditions. [________________________________].

6.2 Exclusions from Release Conditions. The following events, standing alone, shall not constitute Release Conditions: (a) change of control, merger, or acquisition where the successor assumes obligations; (b) assignment to a party assuming all obligations; (c) temporary disruptions caused by Force Majeure Events; (d) disputes not constituting material breach; or (e) good-faith discontinuation of non-material features.

6.3 Bankruptcy Code Protections. In the event of Licensor's bankruptcy, Beneficiary's rights under this Agreement shall be subject to and protected by 11 U.S.C. section 365(n). Beneficiary may elect to retain its rights to the Deposit Materials as provided in section 365(n)(1)(B). Licensor acknowledges that the Deposit Materials constitute "intellectual property" as defined in 11 U.S.C. section 101(35A).

7. RELEASE PROCEDURES

7.1 Release Request. Beneficiary shall initiate the release process by submitting a Release Request to Escrow Agent in the form attached as Schedule D, including: (a) a detailed description of the Release Condition(s); (b) supporting documentation; (c) a sworn statement under penalty of perjury under the laws of the State of Ohio; (d) identification of the specific Deposit Materials requested; and (e) certification that Beneficiary has provided concurrent notice to Licensor.

7.2 Notice to Licensor. Escrow Agent shall, within two (2) Business Days, provide written notice to Licensor with a copy of the Release Request and supporting documentation.

7.3 Licensor Objection Period. Licensor shall have [____] Business Days following receipt of the Release Request notice (the "Objection Period") to submit a written objection including specific grounds, supporting documentation, and a sworn statement.

7.4 Resolution of Disputed Release. If Licensor submits a timely objection: (a) Escrow Agent shall not release the Deposit Materials; (b) the parties shall attempt good-faith negotiation for fifteen (15) Business Days; (c) if unresolved, either party may submit to mediation or arbitration per Section 17; and (d) Escrow Agent shall release only upon mutual agreement, final court order, or final arbitration award.

7.5 Undisputed Release. If Licensor does not submit a timely objection, Escrow Agent shall release the Deposit Materials within five (5) Business Days following expiration of the Objection Period.

7.6 Emergency Release. In the event of catastrophic failure posing imminent threat to Beneficiary's operations, Beneficiary may request emergency interim release via sworn emergency declaration. Escrow Agent shall use commercially reasonable efforts to provide interim access within forty-eight (48) hours, subject to: (a) simultaneous notice to Licensor; (b) Beneficiary's use limited to addressing the emergency; (c) Licensor's right to object; and (d) all confidentiality and use restrictions.

7.7 Delivery of Released Materials. Upon authorization, Escrow Agent shall deliver a copy via ☐ secure electronic transfer ☐ encrypted physical media ☐ other: [________________________________]. Escrow Agent shall retain the originals unless otherwise directed.

8. POST-RELEASE LICENSE RIGHTS

8.1 License Grant. Upon a valid release, Beneficiary is hereby granted a non-exclusive, non-transferable, non-sublicensable (except as set forth in Section 8.2), limited license to use, compile, modify, and maintain the Deposit Materials solely for: (a) continuing operation of the Software Product for internal business purposes; (b) maintenance, updates, and error fixes; (c) compiling source code for deployment; and (d) creating derivative works solely as necessary for subsections (a) through (c).

8.2 Limited Sublicense Right. Beneficiary may sublicense solely to employees, contractors, and third-party service providers bound by written confidentiality obligations no less restrictive than this Agreement.

8.3 Restrictions. Beneficiary shall not: (a) use the Deposit Materials for unauthorized purposes; (b) commercialize, distribute, or sublicense beyond Section 8.2; (c) reverse engineer non-deposited portions; (d) remove proprietary notices; or (e) develop competing products.

8.4 Third-Party Components. Beneficiary shall be solely responsible for obtaining any necessary third-party licenses.

9. FEES AND PAYMENT

9.1 Fee Schedule. The fees payable under this Agreement shall be as set forth in Schedule A, including: (a) Setup Fee: $[________________________________]; (b) Annual Storage Fee: $[________________________________]; (c) Deposit Fee: $[________________________________]; (d) Verification Fees: Tier 1: $[________________________________]; Tier 2: $[________________________________]; Tier 3: $[________________________________]; (e) Release Fee: $[________________________________]; and (f) Additional Services as agreed.

9.2 Payment Responsibility. Fees shall be paid by: ☐ Licensor ☐ Beneficiary ☐ Split equally ☐ Other: [________________________________].

9.3 Payment Terms. All invoices shall be payable within thirty (30) days of receipt. Late payments shall accrue interest at the rate determined pursuant to ORC 5703.47 (the statutory rate published by the Ohio Tax Commissioner as provided under ORC 1343.03), or the maximum rate permitted by applicable law, whichever is less, calculated from the date payment was due until the date payment is received.

9.4 Fee Adjustments. Escrow Agent may increase annual fees upon not less than sixty (60) days' written notice, provided that any increase shall not exceed the greater of five percent (5%) of then-current fees or the percentage increase in the Consumer Price Index for the Cleveland-Akron metropolitan area (CPI-U) for the preceding twelve (12) months.

9.5 Taxes. All fees are exclusive of applicable taxes. The responsible party shall pay all applicable sales, use, and other taxes, excluding taxes based on Escrow Agent's net income.

10. CONFIDENTIALITY AND SECURITY

10.1 Confidentiality Obligations. Each party agrees to maintain the confidentiality of all Confidential Information received from any other party and to use such information only for the purposes contemplated by this Agreement. Escrow Agent shall not access, use, copy, or disclose the Deposit Materials except as expressly authorized. Each party shall restrict access to those with a legitimate need who are bound by written confidentiality obligations.

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

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

(a) Notify Licensor and Beneficiary without unreasonable delay and in no event later than forty-five (45) days following discovery, consistent with ORC 1349.19;

(b) If more than one thousand Ohio residents are affected, notify all consumer reporting agencies that compile and maintain files on a nationwide basis, as required by ORC 1349.19(C);

(c) Take immediate steps to contain the breach and prevent further unauthorized access;

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

(e) Cooperate with Licensor and Beneficiary in any investigation, notification, or remediation efforts.

10.4 Exceptions to Confidentiality. The confidentiality obligations shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without reference to the Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives prompt written notice and cooperates in obtaining a protective order. The parties acknowledge that in any action under ORC 1333.61 et seq., the court shall preserve the secrecy of an alleged trade secret by reasonable means as provided in ORC 1333.65.

11. TRADE SECRET PROTECTIONS

11.1 Trade Secret Acknowledgment. The parties acknowledge and agree that the Deposit Materials may constitute Trade Secrets of Licensor under the Ohio Uniform Trade Secrets Act, ORC 1333.61 et seq. (the "Ohio UTSA"). All parties shall take reasonable measures to maintain the trade secret status of the Deposit Materials.

11.2 Reasonable Measures. The parties agree that the following measures are reasonable and necessary: (a) the Deposit Materials shall be clearly marked "CONFIDENTIAL — TRADE SECRET"; (b) access shall be limited to persons with a legitimate need who have executed confidentiality agreements; (c) Escrow Agent shall maintain detailed access logs; (d) all copies shall be subject to the same protections; and (e) upon termination, all copies shall be returned or destroyed.

11.3 Preservation of Secrecy. In any proceeding related to the Deposit Materials, the parties shall cooperate to preserve the secrecy of the Deposit Materials by reasonable means, which may include granting protective orders in connection with discovery proceedings, holding in-camera hearings, sealing records, and ordering persons not to disclose trade secrets without prior court approval, as provided in ORC 1333.65.

11.4 Injunctive Relief. In the event of actual or threatened misappropriation, the aggrieved party shall be entitled to seek injunctive relief pursuant to ORC 1333.62, including temporary restraining orders and preliminary and permanent injunctions, without the necessity of posting bond to the extent permitted by law.

11.5 Damages. In addition to or in lieu of injunctive relief, a party may recover damages for actual loss caused by misappropriation and for unjust enrichment. If willful and malicious misappropriation exists, the court may award exemplary damages in an amount not exceeding twice any award for actual damages, as provided in ORC 1333.63.

11.6 Statute of Limitations. An action for misappropriation must be brought within four (4) years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered, as provided in ORC 1333.66.

11.7 Attorney's Fees. If a claim of misappropriation is made in bad faith, or willful and malicious misappropriation exists, the court may award reasonable attorney's fees to the prevailing party, as provided in ORC 1333.64.

12. INTELLECTUAL PROPERTY

12.1 Ownership. Licensor retains all right, title, and interest in and to the Deposit Materials and all Intellectual Property Rights therein. Nothing in this Agreement transfers any ownership interest to Beneficiary or Escrow Agent.

12.2 No Implied Licenses. Except for the express license rights granted in Section 8 upon a valid release, no license or other right is granted or implied.

12.3 Copyright Notice. All copies shall bear any copyright notices, trademark designations, or proprietary markings placed thereon by Licensor.

12.4 Federal Protections. The parties acknowledge that the Deposit Materials may be protected by copyright (17 U.S.C. section 101 et seq.), patent (35 U.S.C. section 1 et seq.), and federal trade secret (18 U.S.C. section 1836 et seq.) laws, in addition to the Ohio UTSA.

13. WARRANTIES AND DISCLAIMERS

13.1 Licensor Warranties. Licensor represents and warrants that: (a) Licensor has the full right to deposit the Deposit Materials and grant the license rights in Section 8; (b) the Deposit Materials do not infringe third-party IP rights to the best of Licensor's knowledge; (c) the Deposit Materials contain no intentionally introduced malicious code; (d) the Deposit Materials are sufficient for compilation and deployment; (e) Licensor has obtained all necessary third-party consents; and (f) this Agreement does not conflict with any other agreement or obligation.

13.2 Escrow Agent Warranties. Escrow Agent warrants that: (a) it has the capacity and expertise to perform; (b) it shall perform in a professional manner consistent with industry standards; and (c) it maintains adequate insurance coverage.

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

13.4 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION, THE DEPOSIT MATERIALS ARE PROVIDED "AS IS" UPON RELEASE. LICENSOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THIS DISCLAIMER IS MADE IN ACCORDANCE WITH OHIO LAW AND THE OHIO UNIFORM COMMERCIAL CODE (ORC CHAPTER 1302).

14. INDEMNIFICATION

14.1 Licensor Indemnification. Licensor shall indemnify, defend, and hold harmless Beneficiary and Escrow Agent from and against all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising from: (a) IP infringement claims related to the Deposit Materials; (b) Licensor's breach of this Agreement; (c) intentionally introduced malicious code; and (d) Licensor's negligence or willful misconduct.

14.2 Beneficiary Indemnification. Beneficiary shall indemnify, defend, and hold harmless Licensor and Escrow Agent from and against all claims arising from: (a) unauthorized use of the Deposit Materials; (b) Beneficiary's breach; and (c) Beneficiary's negligence or willful misconduct.

14.3 Escrow Agent Indemnification. Escrow Agent shall indemnify Licensor and Beneficiary from and against claims arising from Escrow Agent's gross negligence or willful misconduct, including unauthorized disclosure.

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

15. LIMITATION OF LIABILITY

15.1 Escrow Agent Cap. ESCROW AGENT'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED FEES PAID DURING THE PRECEDING TWELVE (12) MONTHS. THIS LIMITATION SHALL NOT APPLY TO GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR UNAUTHORIZED DISCLOSURE.

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

15.3 Consequential Damages Exclusion. NO PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES. THIS EXCLUSION SHALL NOT APPLY TO WILLFUL TRADE SECRET MISAPPROPRIATION UNDER THE OHIO UTSA, GROSS NEGLIGENCE/WILLFUL MISCONDUCT, OR CONFIDENTIALITY BREACHES.

15.4 Essential Purpose. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY OHIO LAW.

16. TERM AND TERMINATION

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

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

16.3 Termination by Escrow Agent. Escrow Agent may terminate upon ninety (90) days' written notice if: (a) fees remain unpaid for sixty (60) days; or (b) Escrow Agent cannot in good faith continue performing.

16.4 Effect of Termination. Upon termination: (a) Escrow Agent shall return or destroy Deposit Materials at Licensor's direction; (b) if no direction within thirty (30) days, Escrow Agent shall destroy and certify destruction; (c) accrued obligations survive; (d) confidentiality survives; and (e) limitations and indemnification survive.

16.5 Survival of License. If a valid release occurred before termination, Beneficiary's license rights under Section 8 survive.

16.6 Survival. Sections 2, 8 (if release occurred), 10, 11, 12, 13, 14, 15, 16.4, 16.5, 16.6, 17, and 19 survive termination.

17. GOVERNING LAW AND DISPUTE RESOLUTION

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

17.2 Venue and Jurisdiction. The parties irrevocably consent to exclusive jurisdiction and venue in the state and federal courts located in [________________________________] County, Ohio (including the United States District Court for the [________________________________] District of Ohio) for any action arising out of this Agreement.

17.3 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY OHIO LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT (A) IT HAS READ AND UNDERSTANDS THIS WAIVER, (B) IT HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, (C) THIS WAIVER IS A MATERIAL INDUCEMENT, AND (D) THIS WAIVER IS KNOWINGLY AND VOLUNTARILY MADE.

17.4 Alternative Dispute Resolution. Prior to litigation, the parties shall: (a) negotiate in good faith for thirty (30) days; (b) if unresolved, submit to mediation administered by [________________________________] in Ohio; and (c) ☐ if mediation fails within sixty (60) days, submit to binding arbitration administered by [________________________________] in Ohio before [____] arbitrator(s) applying Ohio law, with judgment entered in any court of competent jurisdiction.

17.5 Injunctive Relief. Any party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property, trade secrets, or Confidential Information without first engaging in dispute resolution procedures.

17.6 Prevailing Party Attorney's Fees. The prevailing party shall be entitled to recover reasonable attorney's fees, costs, and expenses.

18. OHIO-SPECIFIC PROVISIONS

18.1 Electronic Signatures. This Agreement may be executed electronically in accordance with the Ohio Uniform Electronic Transactions Act, ORC 1306.01 et seq. Electronic signatures shall have the same legal effect as original signatures, as provided in ORC 1306.06.

18.2 Consumer Protection. Nothing in this Agreement limits any rights under the Ohio Consumer Sales Practices Act, ORC 1345.01 et seq., to the extent applicable. The Ohio Attorney General may enforce consumer protection provisions as applicable.

18.3 Ohio Uniform Commercial Code. To the extent that any aspect of this Agreement involves a transaction in goods under the Ohio UCC, ORC Chapter 1302, Article 2 provisions shall apply as supplemented by this Agreement.

18.4 Data Protection Compliance. The parties shall comply with all applicable Ohio data protection laws, including ORC 1349.19 (data breach notification). Notification shall be made in the most expedient time possible but not later than forty-five (45) days following discovery. If more than one thousand residents are affected, consumer reporting agencies must be notified pursuant to ORC 1349.19(C). The parties acknowledge the Ohio Data Protection Act (ORC 1354.01 et seq.) may provide an affirmative defense for entities maintaining qualifying cybersecurity programs.

18.5 Statute of Limitations. The parties acknowledge that the statute of limitations for actions on written contracts under Ohio law is six (6) years from the date the cause of action accrued, as provided in ORC 2305.06 (as amended effective June 16, 2021). The statute of limitations for trade secret misappropriation is four (4) years under ORC 1333.66. The parties agree not to contractually shorten these limitations periods to less than [____] years for contract claims.

18.6 Ohio Interest Rate Compliance. All interest charges under this Agreement shall comply with Ohio interest rate laws. The statutory interest rate is determined pursuant to ORC 5703.47, as referenced in ORC 1343.03. In no event shall any interest rate charged under this Agreement exceed the maximum rate permitted under Ohio law.

18.7 Forum Selection. The forum selection clause in Section 17.2 is enforceable under Ohio law. Each party waives any challenge based on inconvenience or other grounds.

18.8 Ohio Cybersecurity Safe Harbor. The parties acknowledge that entities maintaining and complying with a written cybersecurity program that conforms to recognized industry frameworks may be entitled to an affirmative defense against tort claims arising from a data breach under the Ohio Data Protection Act (ORC 1354.01 et seq.).

19. MISCELLANEOUS

19.1 Notices. All notices shall be in writing and deemed delivered: (a) upon personal delivery; (b) one (1) Business Day after overnight courier; (c) three (3) Business Days after certified mail; or (d) upon confirmed email transmission with simultaneous copy by another method. Notices shall be addressed to the parties at the addresses in Section 1.

19.2 Assignment. No party may assign without prior written consent, except Beneficiary may assign to an Affiliate or successor in connection with a merger, acquisition, or sale of substantially all assets. Any unauthorized assignment is void.

19.3 Force Majeure. No party shall be liable for delays due to Force Majeure Events, provided the party: (a) gives prompt notice; (b) uses commercially reasonable mitigation efforts; and (c) resumes performance promptly. If a Force Majeure Event continues for ninety (90) days, any party may terminate upon thirty (30) days' notice.

19.4 Entire Agreement. This Agreement and its Schedules constitute the entire agreement regarding the escrow arrangement and supersede all prior agreements.

19.5 Amendments. Amendments require a written instrument signed by all three parties.

19.6 Waiver. No waiver is effective unless in writing. Failure to enforce any provision is not a waiver.

19.7 Severability. Invalid provisions shall be modified to the minimum extent necessary or severed if modification is not possible.

19.8 Counterparts. This Agreement may be executed in counterparts, each deemed an original.

19.9 Headings. Section headings are for convenience only.

19.10 Relationship. The parties are independent contractors.

19.11 Third-Party Beneficiaries. This Agreement benefits only the parties and their permitted successors.

19.12 Order of Precedence. This Agreement controls the escrow arrangement over the Underlying Agreement unless expressly stated otherwise.

19.13 Construction. No presumption against the drafting party. "Including" means "including without limitation."

20. SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Source Code Escrow Agreement as of the Effective Date.

LICENSOR:

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

BENEFICIARY:

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

ESCROW AGENT:

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

SCHEDULE A — FEE SCHEDULE

Late Payment Interest Rate: Per ORC 5703.47 / ORC 1343.03

SCHEDULE B — DEPOSIT MATERIALS INVENTORY

Deposit Date: [__/__/____]
Deposit Type: ☐ Initial Deposit ☐ Update Deposit ☐ Supplemental Deposit
Software Product Version: [________________________________]

Third-Party Components:

Depositor Certification: I certify that this inventory accurately describes all materials included in this deposit.

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

SCHEDULE C — VERIFICATION LEVELS AND PROCEDURES

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

Tier 2 — Compilation Verification
☐ Complete all Tier 1 procedures
☐ Engage independent third-party expert
☐ Attempt compilation using provided build scripts
☐ Document compilation results
☐ Deliver Verification Report within twenty (20) Business Days

Tier 3 — Full Build and Functionality Verification
☐ Complete all Tier 1 and Tier 2 procedures
☐ Deploy in isolated test environment
☐ Execute agreed functional test criteria
☐ Document test results
☐ Deliver comprehensive Verification Report within thirty (30) Business Days

SCHEDULE D — RELEASE REQUEST FORM AND OBJECTION PROCEDURE

Release Request Form

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

Release Condition(s) Asserted:
☐ Bankruptcy or Insolvency of Licensor (Section 6.1(a))
☐ Cessation of Business by Licensor (Section 6.1(b))
☐ Material Breach of Support Obligations (Section 6.1(c))
☐ Service Availability Failure (Section 6.1(d))
☐ Failure to Maintain Escrow (Section 6.1(e))
☐ Licensor Dissolution (Section 6.1(f))
☐ Other (Section 6.1(g)): [________________________________]

Detailed Description of Release Condition(s):
[________________________________]
[________________________________]
[________________________________]

Supporting Documentation Attached:
☐ Yes — Number of documents: [____]
☐ No — Explanation: [________________________________]

Sworn Statement: I, the undersigned, hereby declare under penalty of perjury under the laws of the State of Ohio that the information contained in this Release Request is true, accurate, and complete to the best of my knowledge and belief.

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

Objection Procedure

Objection Deadline: [____] Business Days from Licensor's receipt of notice.

Required Contents:
☐ Specific grounds for objection
☐ Supporting documentation and evidence
☐ Sworn statement attesting to truth and accuracy

Resolution Timeline:
☐ Good-faith negotiation: 15 Business Days
☐ Mediation: If negotiation fails
☐ Arbitration or Litigation: If mediation fails

This Source Code Escrow Agreement template is provided for informational purposes only and does not constitute legal advice. It should be reviewed and customized by a qualified Ohio attorney before use. Last updated: 2026-02-27.