SOURCE CODE ESCROW AGREEMENT

State of Oklahoma

Tri-Party Technology Escrow Agreement

AGREEMENT NUMBER: [________________________________]

EFFECTIVE DATE: [__/__/____]

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

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

1. PARTIES AND RECITALS

1.1 Parties

LICENSOR (Depositor):

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

BENEFICIARY (Licensee):

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

ESCROW AGENT:

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

1.2 Recitals

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

WHEREAS, Licensor and Beneficiary have entered into that certain [Software License Agreement / SaaS Subscription Agreement / Master Services Agreement] dated [__/__/____] (the "Underlying Agreement"), pursuant to which Licensor has granted Beneficiary certain rights to use the Product;

WHEREAS, Beneficiary desires to ensure continuity of access to and use of the Product in the event that Licensor is unable or unwilling to continue to support, maintain, or make the Product available;

WHEREAS, Licensor is willing to deposit the source code and related materials with a neutral third-party escrow agent to protect Beneficiary's interests while preserving Licensor's proprietary rights;

WHEREAS, Escrow Agent is in the business of providing technology escrow services and is willing to accept, hold, and manage the Deposit Materials in accordance with this Agreement;

WHEREAS, the parties intend for this Agreement to be governed by the laws of the State of Oklahoma and acknowledge that the Deposit Materials may constitute trade secrets protectable under the Oklahoma Uniform Trade Secrets Act (78 Okl. St. §§ 85-94); and

WHEREAS, the parties desire to set forth the terms and conditions upon which the Deposit Materials will be held and, if applicable, released to Beneficiary.

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 ownership of fifty percent (50%) or more of the voting securities or equivalent ownership interest.

2.2 "Build Environment" means the hardware, software, operating systems, compilers, interpreters, linkers, libraries, and other tools and configurations necessary to compile, build, and deploy the Product from the Source Code.

2.3 "Confidential Information" means all information disclosed by one party to another under this Agreement that is designated as confidential or that reasonably should be understood to be confidential, including the Deposit Materials, the terms of this Agreement, and each party's business and technical information.

2.4 "Cure Period" means the period of time during which Licensor may cure a default or failure that would otherwise constitute a Release Event.

2.5 "Deficiency Notice" means a written notice identifying deficiencies in the Deposit Materials discovered during a Verification.

2.6 "Deposit Materials" means, collectively, the Source Code, Documentation, Build Environment specifications, Third-Party Components, and all other materials described in Section 3 and Schedule B.

2.7 "Documentation" means all technical documentation, architecture diagrams, database schemas, API specifications, user manuals, installation instructions, configuration guides, and other written materials relating to the Product reasonably necessary for a competent software developer to understand, compile, deploy, maintain, and modify the Source Code.

2.8 "Effective Date" means the date first set forth in the preamble of this Agreement.

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

2.10 "Force Majeure Event" means any event beyond the reasonable control of the affected party, including acts of God, war, terrorism, pandemic, earthquake, tornado, flood, fire, government action, civil unrest, labor dispute, power failure, or cyberattack, but excluding financial inability to perform.

2.11 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, know-how, moral rights, and all other intellectual property rights recognized in any jurisdiction.

2.12 "Product" means the software application known as [________________________________], including all versions, updates, upgrades, and modifications thereof subject to the Underlying Agreement.

2.13 "Release Conditions" means the events and conditions described in Section 6 that entitle Beneficiary to receive a release of the Deposit Materials.

2.14 "Release Event" means the occurrence of one or more Release Conditions that has not been cured within the applicable Cure Period.

2.15 "Release Request" means a written request from Beneficiary to Escrow Agent for the release of the Deposit Materials pursuant to Section 7.

2.16 "SaaS Service" means, if applicable, the hosted or cloud-based version of the Product provided by Licensor under the Underlying Agreement.

2.17 "Source Code" means the human-readable form of the computer software constituting the Product, including all comments, annotations, and version control information.

2.18 "Third-Party Components" means any software, libraries, frameworks, or other materials developed by third parties that are incorporated into or required for the Product.

2.19 "Underlying Agreement" means the agreement between Licensor and Beneficiary referenced in Section 1.2.

2.20 "Verification" means the inspection, testing, or audit of the Deposit Materials performed pursuant to Section 5.

3. DEPOSIT MATERIALS

3.1 Scope of Deposit Materials

Licensor shall deposit with Escrow Agent all of the following materials:

(a) Source Code. The complete and current Source Code for the Product, including all modules, components, subroutines, libraries, and scripts developed by or on behalf of Licensor.

(b) Build Scripts and Configuration. All build scripts, makefiles, configuration files, environment variables, compiler settings, and other instructions necessary to compile the Source Code into executable form, together with a detailed description of the Build Environment.

(c) Third-Party Components. Copies of all Third-Party Components incorporated into or required for the Product, together with copies of all applicable third-party license agreements and a list identifying each component, its version, license type, and function.

(d) Documentation. Complete and current Documentation sufficient to enable a competent software professional to understand, compile, build, deploy, configure, operate, maintain, and modify the Product.

(e) Database Schemas and Data. Complete database schemas, migration scripts, seed data, and sample datasets necessary to initialize and operate the Product.

(f) Test Suites. All automated test suites, test scripts, test data, and testing frameworks used in the development and quality assurance of the Product.

(g) Deployment Materials. All deployment scripts, containerization files, infrastructure-as-code templates, and other materials necessary to deploy the Product.

(h) Version Control History. A complete export of the version control repository for the Product.

3.2 Format Requirements

All Deposit Materials shall be provided in industry-standard, machine-readable formats on commonly available and accessible media. Source Code shall be provided in plain text files organized in the same directory structure used by Licensor. Documentation shall be in PDF, HTML, Markdown, or other commonly used formats. All materials shall be free of malware, viruses, and malicious code.

3.3 Inventory

Each deposit shall be accompanied by a complete written inventory in the form set forth in Schedule B, including version number, date, file names, file sizes, and cryptographic hash values (SHA-256 or equivalent).

4. DEPOSIT AND UPDATE PROCEDURES

4.1 Initial Deposit

Licensor shall make the Initial Deposit within [____] calendar days after the Effective Date. The Initial Deposit shall include all Deposit Materials described in Section 3.1 reflecting the current production version of the Product.

4.2 Update Deposits

(a) Scheduled Updates. Licensor shall make Update Deposits no less frequently than [quarterly / semi-annually / annually] (select one), and within [____] calendar days following each major or minor release of the Product.

(b) Material Changes. Licensor shall make an Update Deposit within [____] calendar days following any change that materially affects the Product's functionality, architecture, or dependencies.

(c) Contents. Each Update Deposit shall include the complete and current Deposit Materials as of the date of the deposit.

4.3 Deposit Procedures

(a) Licensor shall transmit the Deposit Materials to Escrow Agent via the secure method designated by Escrow Agent.

(b) Upon receipt, Escrow Agent shall perform an intake review to confirm receipt of all items listed in the inventory, verify cryptographic hash values, and confirm accessibility of the files.

(c) Within [____] business days after receipt, Escrow Agent shall provide written confirmation to both Licensor and Beneficiary.

(d) If discrepancies are identified, Escrow Agent shall notify Licensor and Beneficiary, and Licensor shall cure any such discrepancy within [____] business days.

4.4 Deposit Certification

With each deposit, Licensor shall execute a Deposit Certification in the form set forth in Schedule B, certifying completeness, accuracy, sufficiency, legal right to deposit, and absence of malicious code.

5. VERIFICATION AND TESTING

5.1 Verification Rights

Beneficiary shall have the right, at Beneficiary's expense (unless otherwise agreed), to request that Escrow Agent perform a Verification no more than [once per year / twice per year] (select one) unless more frequent Verification is reasonably justified.

5.2 Verification Levels

(a) Level 1 — Inventory Verification. Escrow Agent shall verify that the Deposit Materials received match the inventory provided by Licensor, including file presence, sizes, hash values, and integrity. Estimated timeframe: [____] business days.

(b) Level 2 — Technical Review and Compilation Verification. In addition to Level 1 steps, Escrow Agent or its designee shall review completeness, verify Build Environment documentation, attempt to compile or build the Source Code, and confirm an executable artifact is produced. Estimated timeframe: [____] business days.

(c) Level 3 — Full Build and Functional Verification. In addition to Level 1 and Level 2 steps, Escrow Agent or its designee shall deploy the compiled Product in a test environment, execute test suites, verify functionality per Documentation, and confirm sufficiency of the Deposit Materials for independent operation. Estimated timeframe: [____] business days.

5.3 Verification Procedures

(a) Beneficiary shall submit a written request specifying the desired Verification level. Escrow Agent shall provide a copy to Licensor within [____] business days.

(b) Licensor shall cooperate with the Verification by providing reasonable technical assistance.

(c) Escrow Agent shall conduct the Verification within [____] business days and prepare a Verification Report summarizing results and any deficiencies.

(d) The Verification Report shall be provided to both Licensor and Beneficiary.

5.4 Remediation of Deficiencies

(a) If deficiencies are identified, Licensor shall cure them and make a supplemental deposit within [____] business days.

(b) Failure to cure shall be considered in determining whether a Release Condition has occurred, and follow-up Verification shall be at Licensor's expense.

5.5 Confidentiality During Verification

All persons conducting a Verification shall execute confidentiality agreements satisfactory to Licensor. Verification activities shall be conducted in a secure environment, and no copies of Deposit Materials shall be retained after completion except by Escrow Agent.

6. RELEASE CONDITIONS

6.1 Release Events

Beneficiary shall be entitled to submit a Release Request upon the occurrence of any of the following:

(a) Bankruptcy or Insolvency. Licensor files a voluntary petition under the Bankruptcy Code; an involuntary petition is filed and not dismissed within sixty (60) days; Licensor makes a general assignment for the benefit of creditors; a receiver or trustee is appointed for Licensor's assets and not discharged within sixty (60) days; Licensor is adjudicated bankrupt or insolvent; or Licensor admits inability to pay its debts as they become due.

(b) Cessation of Business. Licensor ceases to conduct business in the ordinary course; Licensor ceases to develop, support, or maintain the Product without assigning obligations to a suitable successor; or Licensor dissolves, liquidates, or winds down its business.

(c) Material Breach of Support Obligations. Licensor materially breaches its support, maintenance, or update obligations under the Underlying Agreement and such breach remains uncured for [____] days after written notice; or Licensor fails to provide critical security patches creating material security risk to Beneficiary.

(d) SaaS Service Unavailability. The SaaS Service is continuously unavailable for [____] consecutive calendar days not caused by Force Majeure, Beneficiary's actions, or scheduled maintenance; the SaaS Service fails service level commitments for [____] consecutive months; or Licensor announces discontinuation without reasonable transition assistance.

(e) Failure to Make Deposits. Licensor fails to make required deposits and such failure remains uncured for [____] days after written notice.

(f) Breach of Escrow Obligations. Licensor materially breaches this Agreement and such breach remains uncured for [____] days after written notice.

6.2 Exclusions

The following shall not constitute Release Events: change of control or M&A where the successor assumes obligations; temporary interruptions from Force Majeure; scheduled maintenance; natural expiration of the Underlying Agreement; or fee disputes where Licensor continues performance.

6.3 Bankruptcy Code Section 365(n) Protections

The parties acknowledge that the license rights constitute "intellectual property" under 11 U.S.C. § 101(35A), and Beneficiary's rights shall be subject to the protections of 11 U.S.C. § 365(n) in the event of Licensor's bankruptcy.

7. RELEASE PROCEDURES

7.1 Release Request

(a) Beneficiary shall deliver to Escrow Agent a written Release Request in the form set forth in Schedule D, including a detailed description of the Release Event(s), dates, a sworn affidavit, supporting documentation, and certification of compliance with notice and cure provisions.

(b) Escrow Agent shall deliver a copy to Licensor within [____] business days.

7.2 Licensor's Response

(a) Licensor shall have [____] business days (the "Objection Period") to deliver either an Objection Notice with detailed grounds and supporting documentation, or written consent to the release.

(b) Failure to respond within the Objection Period shall be deemed consent.

7.3 Objection and Dispute Resolution

(a) If Licensor objects, Escrow Agent shall not release except upon joint written instruction, a final court order, or a final arbitration award.

(b) The parties shall first attempt good-faith negotiation for [____] business days.

(c) If negotiation fails, either party may invoke the dispute resolution procedures of Section 17.

7.4 Emergency Release

Notwithstanding the foregoing, Escrow Agent may grant interim read-only access upon demonstration of emergency circumstances, subject to supplemental confidentiality agreements and notification to Licensor. If the Release Request is subsequently denied, Beneficiary shall return or destroy all copies.

7.5 Delivery of Deposit Materials

Upon valid release, Escrow Agent shall deliver complete copies within [____] business days via the secure method specified in Schedule A.

8. POST-RELEASE LICENSE RIGHTS

8.1 License Grant

Upon valid release, Licensor hereby grants Beneficiary a non-exclusive, non-transferable, irrevocable, royalty-free license to use, reproduce, compile, build, deploy, operate, maintain, modify, and create derivative works of the Deposit Materials solely to continue Beneficiary's use of the Product as permitted under the Underlying Agreement and to maintain, support, update, and fix the Product for Beneficiary's internal business operations.

8.2 Restrictions

Beneficiary shall not use the Deposit Materials to compete with Licensor; shall not sell, sublicense, distribute, or publish the Deposit Materials; shall not reverse engineer portions not included in the release; shall comply with Underlying Agreement usage limits; and shall comply with all Third-Party Component license terms.

8.3 Limited Sublicense Rights

Beneficiary may engage qualified third-party contractors to assist with maintenance, provided each contractor executes a confidentiality agreement, Beneficiary remains responsible for contractors' acts, and contractors do not retain copies after engagement.

8.4 Post-Release Obligations

Beneficiary shall maintain confidentiality, maintain records of copies, implement security measures, and promptly notify Licensor of unauthorized access.

8.5 Duration

The post-release license shall remain in effect for the duration Beneficiary would have been entitled to use the Product under the Underlying Agreement, had the Release Event not occurred.

9. FEES AND PAYMENT

9.1 Fee Schedule

Fees for escrow services shall be as set forth in Schedule A, including: Initial Setup Fee, Annual Escrow Storage Fee, Deposit Processing Fee, Verification Fees (Levels 1-3), Release Processing Fee, and Additional Services Fees.

9.2 Payment Responsibility

Unless otherwise agreed: Setup and Storage Fees shall be paid by [Licensor / Beneficiary / shared] (select one); Deposit Processing Fees by Licensor; Verification Fees by Beneficiary (Licensor bears costs of supplemental Verifications due to deficiencies); and Release Processing Fee by Beneficiary.

9.3 Payment Terms

(a) All fees payable within [____] days after receipt of invoice.

(b) Late payments shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted under Oklahoma law. Pursuant to 15 Okl. St. § 266, the legal rate of interest in Oklahoma is six percent (6%) per annum unless a different rate is agreed to in writing. Under Article XIV, Section 2 of the Oklahoma Constitution, any person taking interest greater than allowed by law shall forfeit the entire interest, and the borrower may recover double the amount of usurious interest paid.

(c) The parties agree that the interest rate specified herein does not exceed the maximum rate permitted under Oklahoma usury law and is a lawful contractual rate.

(d) Escrow Agent shall have a lien on the Deposit Materials for unpaid fees, provided such lien shall not impede a valid release except for Beneficiary fees more than [____] days past due.

9.4 Fee Adjustments

Escrow Agent may increase fees annually upon [____] days' notice, provided no annual increase exceeds [____] percent without written consent.

10. CONFIDENTIALITY AND SECURITY

10.1 Confidentiality Obligations

Each party shall hold in strict confidence all Confidential Information of the other parties, shall use it solely for purposes of this Agreement, shall protect it with no less than a reasonable degree of care, and shall limit access to those with a need to know who are bound by equivalent confidentiality obligations.

10.2 Exceptions

Confidential Information excludes information that was publicly available, becomes publicly available through no fault of the receiving party, was already in the receiving party's possession, was received from a third party without restriction, or was independently developed.

10.3 Permitted Disclosures

Disclosure is permitted to the extent required by applicable law or court order, provided the receiving party provides prompt notice (if legally permitted), cooperates in obtaining protective treatment, and discloses only the minimum necessary.

10.4 Security Requirements for Escrow Agent

Escrow Agent shall implement and maintain: physical security with access controls; AES-256 encryption at rest and TLS 1.2+ in transit; multi-factor authentication for all access; detailed audit logging retained for [____] years; geographically redundant storage in at least two locations; annual security assessments; and compliance with SOC 2 Type II or equivalent standards.

10.5 Data Breach Notification

(a) In the event of a security breach affecting the Deposit Materials or personal information, Escrow Agent shall notify Licensor and Beneficiary without unreasonable delay.

(b) In compliance with the Oklahoma Security Breach Notification Act (24 Okl. St. §§ 161 et seq., as amended by SB 626 effective January 1, 2026), Escrow Agent shall provide notice to affected Oklahoma residents as required by law. The 2026 amendments broadened notification obligations and added a regulator notification requirement along with safe harbor protections for entities implementing certain security measures.

(c) Escrow Agent shall cooperate in investigating and mitigating the breach and shall take immediate steps to prevent further unauthorized access.

11. TRADE SECRET PROTECTIONS

11.1 Acknowledgment of Trade Secret Status

The parties acknowledge that the Deposit Materials may constitute trade secrets under the Oklahoma Uniform Trade Secrets Act (78 Okl. St. §§ 85-94) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.).

11.2 Trade Secret Definition Under Oklahoma Law

Under 78 Okl. St. § 86, a "trade secret" means information, including a formula, pattern, compilation, program, device, method, technique, or process, 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.

11.3 Reasonable Measures

Each party shall take reasonable measures to protect the trade secret status of the Deposit Materials, including marking with confidentiality legends, limiting access, implementing security measures, promptly investigating unauthorized access, and maintaining access records.

11.4 Injunctive Relief

In the event of actual or threatened misappropriation, the aggrieved party shall be entitled to seek injunctive relief pursuant to 78 Okl. St. § 87, which provides that actual or threatened misappropriation may be enjoined. The parties acknowledge that monetary damages may be inadequate and injunctive relief is appropriate.

11.5 Damages

A party whose trade secrets have been misappropriated may recover actual damages including unjust enrichment, or a reasonable royalty in lieu thereof. If willful and malicious misappropriation is shown, exemplary damages not exceeding twice the amount awarded may be imposed under 78 Okl. St. § 88.

11.6 Attorney's Fees

The court may award reasonable attorney's fees to the prevailing party if willful and malicious misappropriation exists, if a claim of misappropriation is made in bad faith, or if a motion to terminate an injunction is made or resisted in bad faith, per 78 Okl. St. § 89.

11.7 Statute of Limitations

Actions for misappropriation must be brought within three (3) years after the misappropriation is discovered or should have been discovered through reasonable diligence, per 78 Okl. St. § 90.

11.8 Federal DTSA Notice

Pursuant to 18 U.S.C. § 1833(b), an individual shall not be held liable under any trade secret law for disclosures made in confidence to government officials or attorneys solely for reporting or investigating suspected violations of law, or in sealed court filings.

12. INTELLECTUAL PROPERTY

12.1 Ownership

Nothing in this Agreement transfers Intellectual Property Rights from Licensor. Licensor retains all rights in the Deposit Materials. Modifications by Beneficiary after release shall be owned by Beneficiary, subject to Licensor's underlying rights.

12.2 No Implied Licenses

No license is granted by implication, estoppel, or otherwise, except as expressly set forth herein.

12.3 Third-Party Intellectual Property

Licensor represents it has obtained necessary third-party licenses and shall provide copies of all Third-Party Component license agreements.

12.4 Open Source Components

Licensor shall identify all open source components and applicable licenses, and represents that inclusion does not impose copyleft obligations on Beneficiary unless clearly disclosed.

13. WARRANTIES AND DISCLAIMERS

13.1 Licensor's Warranties

Licensor warrants that: it has legal authority to enter into this Agreement and deposit the materials; execution does not violate other agreements; Deposit Materials are complete, accurate, and sufficient; materials contain no intentional malicious code; Licensor owns or has valid licenses to all IP; materials do not infringe third-party rights; and Licensor has taken reasonable measures to protect trade secrets.

13.2 Beneficiary's Warranties

Beneficiary warrants it has authority to enter this Agreement, will use released materials solely as permitted, and will maintain confidentiality.

13.3 Escrow Agent's Warranties

Escrow Agent warrants it has authority, will perform with reasonable care per industry standards, and maintains described security infrastructure.

13.4 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 13, THE DEPOSIT MATERIALS ARE PROVIDED "AS IS" UPON RELEASE. LICENSOR DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ESCROW AGENT MAKES NO WARRANTY REGARDING THE COMPLETENESS, ACCURACY, OR FUNCTIONALITY OF THE DEPOSIT MATERIALS.

14. INDEMNIFICATION

14.1 Indemnification by Licensor

Licensor shall defend, indemnify, and hold harmless Beneficiary and Escrow Agent from third-party claims arising from: IP infringement of the Deposit Materials; breach of Licensor's warranties or obligations; intentional malicious code; or failure to obtain necessary third-party licenses.

14.2 Indemnification by Beneficiary

Beneficiary shall defend, indemnify, and hold harmless Licensor and Escrow Agent from third-party claims arising from: misuse of Deposit Materials; modifications by Beneficiary; breach of Beneficiary's warranties or obligations; or failure to maintain confidentiality.

14.3 Indemnification by Escrow Agent

Escrow Agent shall defend, indemnify, and hold harmless Licensor and Beneficiary from third-party claims arising from: Escrow Agent's gross negligence or willful misconduct; or material breach of security obligations resulting in unauthorized access or loss.

14.4 Procedures

The Indemnified Party shall provide prompt notice, grant the Indemnifying Party sole control of defense and settlement (subject to consent requirements for settlements imposing obligations on the Indemnified Party), and provide reasonable cooperation at the Indemnifying Party's expense.

15. LIMITATION OF LIABILITY

15.1 Consequential Damages Exclusion

EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, TRADE SECRET MISAPPROPRIATION, AND WILLFUL MISCONDUCT, NO PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, REGARDLESS OF THEORY OF LIABILITY.

15.2 Aggregate Liability Cap

(a) Licensor's and Beneficiary's aggregate liability shall not exceed the greater of fees paid under this Agreement or the Underlying Agreement during the preceding twelve (12) months.

(b) Escrow Agent's aggregate liability shall not exceed fees paid to Escrow Agent during the preceding twelve (12) months.

15.3 Exceptions

The foregoing limitations shall not apply to willful misconduct or fraud, gross negligence, trade secret misappropriation, IP infringement, or unauthorized release by Escrow Agent.

15.4 Essential Basis

THE PARTIES ACKNOWLEDGE THESE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THE BARGAIN AND SHALL APPLY NOTWITHSTANDING FAILURE OF ANY LIMITED REMEDY'S ESSENTIAL PURPOSE.

16. TERM AND TERMINATION

16.1 Term

This Agreement shall continue for an initial term of [____] year(s), with automatic renewal for successive [____]-year terms unless any party provides [____] days' written notice of non-renewal.

16.2 Coterminous Option

☐ If checked, the Term shall be coterminous with the Underlying Agreement.

16.3 Termination for Cause

Any party may terminate upon [____] days' written notice of material uncured breach. This Agreement terminates automatically upon mutual written agreement, expiration of the Underlying Agreement (if coterminous), or Escrow Agent's cessation of escrow services.

16.4 Escrow Agent Resignation

Escrow Agent may resign upon [____] days' notice. Escrow Agent shall cooperate in transferring materials to a successor or returning them to Licensor.

16.5 Effect of Termination

Upon termination (absent a valid release), Escrow Agent shall return, transfer, or destroy Deposit Materials as directed by Licensor. Post-release license rights survive per Section 8.5. Each party shall return or destroy other parties' Confidential Information.

16.6 Survival

Sections 2, 8 (if release occurred), 10, 11, 12, 13 (as applicable), 14, 15, 17, and 19 shall survive termination.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law

This Agreement shall be governed by the laws of the State of Oklahoma, 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 consent to exclusive jurisdiction and venue in the state and federal courts located in [Oklahoma County (Oklahoma City) / Tulsa County (Tulsa)] (select one), Oklahoma. Each party waives any objection to venue and any claim of inconvenient forum.

17.3 Jury Waiver

TO THE FULLEST EXTENT PERMITTED BY OKLAHOMA LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE OTHER PARTIES TO ENTER INTO THIS AGREEMENT, THAT EACH HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, AND THAT EACH UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER.

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

17.4 Arbitration (Optional)

☐ If checked, disputes not resolved through good-faith negotiation within [____] days shall be submitted to binding arbitration administered by [AAA / JAMS] in [________________________________], Oklahoma. The arbitrator(s) shall apply Oklahoma substantive law. The award shall be final, binding, and entered in any court of competent jurisdiction.

17.5 Injunctive Relief

Notwithstanding any dispute resolution provision, any party may seek equitable relief from any court of competent jurisdiction in Oklahoma to protect IP rights, trade secrets, or Confidential Information.

17.6 Prevailing Party Fees

The substantially prevailing party shall be entitled to recover reasonable attorney's fees, expert fees, and costs from the non-prevailing party.

18. OKLAHOMA-SPECIFIC PROVISIONS

18.1 Electronic Signatures

This Agreement may be executed electronically in accordance with the Oklahoma Uniform Electronic Transactions Act (12A Okl. St. §§ 15-101 to 15-121) and the federal E-SIGN Act (15 U.S.C. § 7001 et seq.). Electronic signatures shall be legally binding and enforceable to the same extent as original signatures.

18.2 Oklahoma Consumer Protection Act

The parties acknowledge that the Oklahoma Consumer Protection Act (15 Okl. St. §§ 751 et seq.) prohibits deceptive trade practices and may apply to transactions under this Agreement. Nothing in this Agreement is intended to waive or limit any non-waivable rights under the Oklahoma Consumer Protection Act.

18.3 Oklahoma Constitutional Usury Protections

Pursuant to Article XIV, Section 2 of the Oklahoma Constitution, any person or entity that takes, receives, or charges a rate of interest greater than that allowed by law shall forfeit the entire interest, and the aggrieved party may recover double the amount of usurious interest paid. The parties acknowledge that the interest rates specified in this Agreement comply with Oklahoma usury law.

18.4 Statute of Limitations

(a) The statute of limitations for breach of written contract in Oklahoma is five (5) years from the date of breach, pursuant to 12 Okl. St. § 95.

(b) The statute of limitations for trade secret misappropriation is three (3) years from discovery, per 78 Okl. St. § 90.

18.5 Oklahoma UCC Applicability

To the extent this Agreement involves transactions in goods within the scope of the Oklahoma Uniform Commercial Code (12A Okl. St.), the specific terms of this Agreement shall control over conflicting UCC provisions to the extent permitted by law.

18.6 Bankruptcy Considerations

In the event of Licensor's bankruptcy, Beneficiary's rights under this Agreement shall be subject to the protections of 11 U.S.C. § 365(n) regarding intellectual property licenses.

18.7 Oklahoma Data Privacy Compliance

The parties shall comply with all applicable Oklahoma data privacy and security laws, including but not limited to the Oklahoma Computer Crimes Act (21 Okl. St. §§ 1951 et seq.) and applicable provisions of federal law, with respect to any personal information contained in or associated with the Deposit Materials.

18.8 Forum Selection Clause Enforceability

The parties acknowledge that Oklahoma courts generally enforce forum selection clauses in commercial contracts when freely negotiated by the parties, and the venue provisions of this Agreement represent a valid and enforceable forum selection clause.

19. MISCELLANEOUS

19.1 Notices

All notices shall be in writing and deemed given when delivered by hand, received by overnight courier, on the date sent by email during business hours (next business day if sent after hours), or on the third business day after mailing by certified mail. Notices shall be sent to the addresses in Section 1.1.

19.2 Entire Agreement

This Agreement, the Schedules, and the Underlying Agreement constitute the entire agreement and supersede all prior agreements and communications.

19.3 Order of Precedence

In case of conflict, this Agreement controls escrow matters and the Underlying Agreement controls other matters.

19.4 Amendments

Amendments require a written instrument signed by all three parties. No waiver is effective unless in writing.

19.5 Assignment

No party may assign without written consent of the other parties, except in connection with a merger or asset sale where the assignee assumes all obligations in writing. Purported assignments in violation of this Section are void.

19.6 Force Majeure

No party shall be liable for failures caused by Force Majeure Events, provided prompt notice, reasonable mitigation, and resumption of performance when practicable.

19.7 Severability

Invalid provisions shall be modified to the minimum extent necessary; if modification is not possible, the provision shall be severed and remaining provisions shall continue in full force.

19.8 Waiver

Failure to enforce any provision is not a waiver of future enforcement. No waiver is effective unless in writing.

19.9 Counterparts

This Agreement may be executed in counterparts, each an original, all constituting one instrument. Electronic delivery is equally effective.

19.10 Relationship of Parties

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

19.11 No Third-Party Beneficiaries

This Agreement benefits only the parties and their permitted successors and assigns.

19.12 Construction

This Agreement shall be construed without presumption against any drafting party. Headings are for reference only.

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: [__/__/____]

21. SCHEDULES

SCHEDULE A — FEE SCHEDULE

Payment Terms: Net [____] days. Late Payment Rate: [____]% per month (not exceeding the maximum permitted under Oklahoma law).

SCHEDULE B — DEPOSIT MATERIALS INVENTORY

Deposit Date: [__/__/____] Product: [________________________________] Version: [________________________________]

(Attach additional pages as necessary.)

Deposit Certification:

I certify that the materials listed above are complete and accurate, sufficient for a competent professional to compile and operate the Product, and free of malicious code.

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

SCHEDULE C — VERIFICATION LEVELS AND PROCEDURES

Level 1 — Inventory Verification
☐ Verify file presence per inventory
☐ Confirm file sizes and hash values
☐ Confirm file accessibility and integrity

Level 2 — Technical Review and Compilation
☐ All Level 1 steps
☐ Review Build Environment documentation
☐ Attempt Source Code compilation/build
☐ Verify executable artifact production
☐ Review Third-Party Component compliance

Level 3 — Full Build and Functional Verification
☐ All Level 1 and Level 2 steps
☐ Deploy in test environment
☐ Execute test suites
☐ Verify functionality per Documentation
☐ Confirm database initialization
☐ Test API endpoints (if applicable)
☐ Verify deployment scripts

SCHEDULE D — RELEASE REQUEST AND OBJECTION FORMS

RELEASE REQUEST FORM

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

Agreement Number: [________________________________] Product: [________________________________]

Release Event(s):
☐ 6.1(a) — Bankruptcy or Insolvency
☐ 6.1(b) — Cessation of Business
☐ 6.1(c) — Material Breach of Support Obligations
☐ 6.1(d) — SaaS Service Unavailability
☐ 6.1(e) — Failure to Make Deposits
☐ 6.1(f) — Breach of Escrow Obligations

Description: [________________________________]

Date(s): [__/__/____] Notice Sent to Licensor: [__/__/____] Cure Period Expires: [__/__/____]

Attached Documentation:
☐ Copy of notice(s) to Licensor
☐ Evidence of Release Event
☐ Proof of delivery
☐ Other: [________________________________]

SWORN DECLARATION: I declare under penalty of perjury under the laws of the State of Oklahoma and the United States that the foregoing is true and correct.

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

OBJECTION NOTICE FORM

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

Grounds for Objection: [________________________________]

Attached Documentation:
☐ Evidence refuting Release Event
☐ Proof of cure
☐ Other: [________________________________]

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

END OF AGREEMENT

Document Reference: OK-SCEA-[________________________________]
Template Version: 2.0 — Effective 2026-02-27