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SOURCE CODE ESCROW AGREEMENT

Ohio Jurisdiction

TABLE OF CONTENTS

  1. Parties and Purpose
  2. Deposit Materials
  3. Deposits and Updates
  4. Verification and Testing
  5. Release Conditions
  6. Release Procedures
  7. Post-Release License Rights
  8. Fees and Payment
  9. Confidentiality and Security
  10. Trade Secret Protections
  11. Warranties and Disclaimers
  12. Indemnities
  13. Limitation of Liability
  14. Term and Termination
  15. Governing Law and Dispute Resolution
  16. Ohio-Specific Provisions
  17. Miscellaneous
  18. Schedules

1. PARTIES AND PURPOSE

  • Licensor deposits source code and related materials for [PRODUCT] with Escrow Agent for the benefit of [BENEFICIARY] to ensure continuity upon defined trigger events.

2. DEPOSIT MATERIALS

  • Source code, build scripts, configuration files, third-party dependencies (with licenses), documentation, and installation instructions.

3. DEPOSITS AND UPDATES

  • Initial deposit within [X] days of Effective Date; updates aligned to major/minor releases or at least [quarterly/biannually].

4. VERIFICATION AND TESTING

  • Optional verification levels (inventory, compilation, full build) at Beneficiary's cost; Escrow Agent provides reports.

5. RELEASE CONDITIONS

  • Narrow triggers: (a) Licensor insolvency/bankruptcy with failure to continue support; (b) cessation of business for the Product; (c) material breach of maintenance/support with failure to cure [X] days; (d) failure to provide SaaS availability for [Y] consecutive days not due to force majeure.

6. RELEASE PROCEDURES

  • Beneficiary submits sworn statement with evidence; Licensor notified and may object within [X] days; Escrow Agent follows objection/resolution process.

7. POST-RELEASE LICENSE RIGHTS

  • Upon valid release, Beneficiary receives a non-exclusive, non-transferable license to use, maintain, and modify the Deposit Materials solely to support its licensed use of the Product.

8. FEES AND PAYMENT

  • Deposits, storage, verification, and release fees set in Schedule 1; paid by [Licensor/Beneficiary/split].

9. CONFIDENTIALITY AND SECURITY

  • Escrow Agent confidentiality; secure storage requirements; restricted access; breach notification obligations.

10. TRADE SECRET PROTECTIONS

  • Ohio Trade Secrets Act: The Deposit Materials may constitute trade secrets under the Ohio Uniform Trade Secrets Act (ORC sections 1333.61-1333.69). All parties agree to maintain the confidentiality of the Deposit Materials.
  • Injunctive Relief: In the event of actual or threatened misappropriation, the aggrieved party shall be entitled to seek injunctive relief pursuant to ORC section 1333.62.

11. WARRANTIES AND DISCLAIMERS

  • Licensor warrants it has rights to deposit materials; no malware intentionally inserted.

12. INDEMNITIES

  • Licensor indemnifies for third-party IP claims arising from Deposit Materials.

13. LIMITATION OF LIABILITY

  • Caps consistent with master agreement; limitations enforceable to the extent permitted under Ohio law.

14. TERM AND TERMINATION

  • Term coterminous with maintenance/support term unless ended earlier by mutual agreement.

15. GOVERNING LAW AND DISPUTE RESOLUTION

  • Governing Law: This Agreement shall be governed by the laws of the State of Ohio.
  • Venue: The parties consent to exclusive jurisdiction in the state and federal courts located in [Franklin County (Columbus) / Cuyahoga County (Cleveland)], Ohio.
  • Jury Waiver: TO THE FULLEST EXTENT PERMITTED BY OHIO LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY.

16. OHIO-SPECIFIC PROVISIONS

  • Electronic Signatures: This Agreement may be executed electronically in accordance with the Ohio Uniform Electronic Transactions Act (ORC sections 1306.01-1306.23).
  • Consumer Protection: Nothing in this Agreement limits any rights a party may have under the Ohio Consumer Sales Practices Act (ORC sections 1345.01 et seq.).
  • Bankruptcy Considerations: In the event of Licensor's bankruptcy, Beneficiary's rights shall be subject to 11 U.S.C. section 365(n).

17. MISCELLANEOUS

  • Notices, assignment, force majeure, amendments, counterparts.

18. SCHEDULES

  • Schedule 1: Fee Schedule.
  • Schedule 2: Deposit Materials Inventory.
  • Schedule 3: Verification Levels and Procedures.
  • Schedule 4: Release Request Form and Objection Procedure.
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