SOURCE CODE ESCROW AGREEMENT

Commonwealth of Pennsylvania

Governed by the Laws of the Commonwealth of Pennsylvania

Agreement Number: [________________________________]

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

1. PARTIES AND RECITALS

THIS SOURCE CODE ESCROW AGREEMENT (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and among:

LICENSOR:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
State of Organization: [________________________________]
Entity Type: ☐ Corporation ☐ LLC ☐ Partnership ☐ Sole Proprietor ☐ Other: [____]
Authorized Representative: [________________________________]
Title: [________________________________]
Email: [________________________________]
Phone: [________________________________]

BENEFICIARY:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
State of Organization: [________________________________]
Entity Type: ☐ Corporation ☐ LLC ☐ Partnership ☐ Sole Proprietor ☐ Other: [____]
Authorized Representative: [________________________________]
Title: [________________________________]
Email: [________________________________]
Phone: [________________________________]

ESCROW AGENT:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Authorized Representative: [________________________________]
Title: [________________________________]
Email: [________________________________]
Phone: [________________________________]

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

RECITALS

WHEREAS, Licensor is the owner or authorized licensor of certain proprietary software known as [________________________________] (the "Software Product") and the associated source code, build environments, documentation, and related materials;

WHEREAS, Beneficiary has entered into or contemporaneously herewith enters into a software license agreement, software-as-a-service agreement, or other technology agreement dated [__/__/____] (the "Underlying Agreement") with Licensor;

WHEREAS, Beneficiary desires to ensure continuity of access to the Software Product in the event of certain triggering events;

WHEREAS, Licensor agrees to deposit source code and related materials with Escrow Agent for the benefit of Beneficiary;

WHEREAS, Escrow Agent agrees to accept, hold, and release the deposited materials in accordance with this Agreement;

WHEREAS, the Parties intend this Agreement to be governed by the laws of the Commonwealth of Pennsylvania; and

WHEREAS, the Deposit Materials may constitute trade secrets under the Pennsylvania Uniform Trade Secrets Act (12 Pa.C.S. §§ 5301-5308) and the federal Defend Trade Secrets Act (18 U.S.C. §§ 1836-1839).

NOW, THEREFORE, in consideration of the mutual covenants 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 any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than fifty percent (50%) of the voting securities.

2.2 "Bankruptcy Event" means the filing of a voluntary or involuntary petition under the Bankruptcy Code, appointment of a receiver or trustee, or a general assignment for the benefit of creditors with respect to Licensor.

2.3 "Build Environment" means all hardware specifications, operating system requirements, compilers, interpreters, libraries, frameworks, and tools necessary to compile, build, and deploy the Software Product from the Source Code.

2.4 "Business Day" means any day other than Saturday, Sunday, or a day on which banking institutions in Pennsylvania are authorized or required by law to close.

2.5 "Confidential Information" means all non-public information disclosed by one Party to another in connection with this Agreement, including Deposit Materials, financial information, business plans, and technical data.

2.6 "Deposit Materials" means the Source Code, Build Environment specifications, Documentation, Third-Party Components, and all other materials deposited by Licensor with Escrow Agent.

2.7 "Documentation" means all technical documentation, user manuals, system administration guides, API documentation, database schemas, architecture diagrams, installation procedures, and deployment guides.

2.8 "Force Majeure Event" means any event beyond reasonable control of a Party, including acts of God, fire, flood, earthquake, epidemic, pandemic, war, terrorism, government action, labor strikes, or power failures.

2.9 "Intellectual Property Rights" means all worldwide intellectual property rights, including patents, copyrights, trademarks, trade secrets, know-how, and moral rights.

2.10 "Major Release" means a version designated with a new whole number or introducing substantial new features.

2.11 "Minor Release" means a version designated with a new decimal number introducing incremental improvements or bug fixes.

2.12 "Personal Information" means personal information as defined under the Pennsylvania Breach of Personal Information Notification Act (73 P.S. § 2302).

2.13 "Release Conditions" means the conditions set forth in Section 6 triggering Beneficiary's entitlement to Deposit Materials.

2.14 "Source Code" means the human-readable programming code for the Software Product, including all modules, subroutines, scripts, comments, and related materials.

2.15 "Third-Party Components" means software libraries, frameworks, or components developed by parties other than Licensor incorporated into or required for the Software Product.

2.16 "Underlying Agreement" means the software license, SaaS, or technology agreement between Licensor and Beneficiary identified in the Recitals.

3. DEPOSIT MATERIALS

3.1 Scope of Deposit Materials. Licensor shall deposit with Escrow Agent:

(a) Complete Source Code for the Software Product, including all modules, libraries, and scripts for the current production version and two (2) preceding versions;

(b) All Build Environment specifications with version numbers for hardware, OS, compilers, libraries, frameworks, dependencies, build scripts, and deployment configurations;

(c) Complete Documentation as defined in Section 2.7;

(d) Third-Party Components with licenses, or where prohibited, a complete identification list with version, license type, and obtaining instructions;

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

(f) Configuration files, environment variables, and parameter settings for production deployment;

(g) A complete file inventory with names, sizes, hash values (SHA-256), directory structures, and descriptions; and

(h) Additional materials identified in Schedule B.

3.2 Format Requirements. Materials shall be in industry-standard, machine-readable formats on commonly available media, provided in at least two (2) formats, organized with a top-level README.

3.3 Completeness Obligation. Licensor warrants the Deposit Materials are sufficiently complete for reasonably skilled developers to compile, build, deploy, operate, maintain, and modify the Software Product.

4. DEPOSIT AND UPDATE PROCEDURES

4.1 Initial Deposit. Licensor shall deliver the Initial Deposit within [____] calendar days of the Effective Date.

4.2 Update Deposits. Licensor shall deliver updates: (a) within [____] days of each Major Release; (b) within [____] days of each Minor Release; (c) no less than every [____] months; and (d) within [____] days of material Build Environment or dependency changes.

4.3 Deposit Confirmation. Upon receipt, Escrow Agent shall within five (5) Business Days: (a) acknowledge receipt to both Parties; (b) verify physical integrity and readability; (c) maintain a deposit log; (d) assign a unique deposit ID; and (e) store per Section 10.

4.4 Rejected Deposits. Escrow Agent shall notify both Parties of unreadable or incomplete deposits within five (5) Business Days. Licensor shall submit replacements within ten (10) Business Days.

4.5 Supplemental Deposits. Beneficiary may request additional materials for completeness; Licensor shall comply within thirty (30) calendar days.

5. VERIFICATION AND TESTING

5.1 Verification Levels.

Tier 1 — Inventory Verification: File count, hash value verification, readability, directory structure review, and README confirmation.

Tier 2 — Technical Review and Compilation: All Tier 1 plus compilation or interpretation attempts, dependency verification, documentation review, broken reference identification, and database schema testing.

Tier 3 — Full Build and Functional Verification: All Tier 1 and 2 plus complete clean-environment build, automated test execution, functional verification, deployment testing, performance comparison, and detailed reporting.

5.2 Verification Requests. Beneficiary may request up to [____] Verifications per level per year. Escrow Agent shall commence within fifteen (15) Business Days.

5.3 Verification Reports. Written report to both Parties within ten (10) Business Days of completion.

5.4 Deficiency Remediation. Licensor shall cure deficiencies within [____] calendar days. First follow-up verification at no cost to Beneficiary.

5.5 Verification Costs. ☐ Beneficiary; ☐ Licensor; ☐ Shared equally; ☐ Per Schedule A. If material deficiencies found, Licensor reimburses costs.

6. RELEASE CONDITIONS

6.1 Release Events. Beneficiary shall be entitled to Deposit Materials upon:

(a) Bankruptcy Event with Licensor's failure to continue obligations for [____] consecutive Business Days, subject to 11 U.S.C. § 365(n);

(b) Cessation of Business generally or for the Software Product, without successor designation within [____] calendar days;

(c) Material Breach of maintenance, support, or update obligations uncured for [____] calendar days after written notice;

(d) Extended Service Unavailability for [____] consecutive or [____] cumulative calendar days within [____] months, not from Force Majeure or Beneficiary;

(e) Failure to Deposit or Update continuing [____] calendar days after written notice;

(f) Assignment Without Consent where assignee fails to assume obligations;

(g) Dissolution or Liquidation of Licensor;

(h) Regulatory Action prohibiting performance for [____] consecutive calendar days;

(i) Failure to Cure Verification Deficiencies that materially impair usefulness; and

(j) Additional Triggers per Schedule D or written agreement.

6.2 Exclusions. Mergers, acquisitions, or changes of control where successors assume obligations are not Release Conditions.

6.3 Bankruptcy Protections. Rights consistent with 11 U.S.C. § 365(n). Source Code constitutes "intellectual property" under 11 U.S.C. § 101(35A).

7. RELEASE PROCEDURES

7.1 Release Request. Written request to Escrow Agent with copy to Licensor, including: (a) Release Conditions identified; (b) factual description with evidence; (c) sworn statement; and (d) Licensor notification confirmation.

7.2 Notice to Licensor. Escrow Agent transmits within two (2) Business Days.

7.3 Licensor Objection. Objection within [____] Business Days with grounds, evidence, and sworn statement.

7.4 Release Without Objection. If no objection, release within five (5) Business Days after the objection period expires.

7.5 Disputed Release. Escrow Agent holds pending resolution. Parties negotiate fifteen (15) Business Days, then expedited arbitration or court proceedings per Section 17.

7.6 Emergency Interim Access. For catastrophic outages of [____] or more consecutive Business Days, read-only access within twenty-four (24) hours, subject to confidentiality.

7.7 Partial Release. Permitted upon agreement of Licensor and Beneficiary.

8. POST-RELEASE LICENSE RIGHTS

8.1 License Grant. Upon valid release, Beneficiary receives a non-exclusive, non-transferable (except per Section 8.3), irrevocable, perpetual, royalty-free license to use, copy, compile, modify, maintain, and create derivative works solely to: (a) operate the Software Product; (b) fix bugs and vulnerabilities; (c) make necessary modifications; (d) compile and build; and (e) create backup copies.

8.2 Restrictions. Beneficiary shall NOT: (a) exceed permitted purposes; (b) distribute, sublicense, or sell the Source Code; (c) create competing products; (d) remove proprietary markings; or (e) reverse engineer other products.

8.3 Permitted Third-Party Access. Employees, Affiliates, and contractors under NDA no less restrictive than Section 10. Beneficiary responsible for third-party compliance.

8.4 Third-Party Component Licenses. Beneficiary shall comply with and independently obtain required licenses.

8.5 Duration. Perpetual unless release determined improper by a court or Beneficiary materially breaches without cure within thirty (30) calendar days.

9. FEES AND PAYMENT

9.1 Fee Schedule. Per Schedule A, covering setup, maintenance, deposit processing, verification, release, and emergency access fees.

9.2 Fee Responsibility. ☐ Beneficiary; ☐ Licensor; ☐ Split equally; ☐ Per Schedule A.

9.3 Payment Terms. Due within [____] calendar days of invoice in United States dollars.

9.4 Late Payment. Unpaid amounts bear interest at the lesser of: (a) one percent (1%) per month (twelve percent (12%) per annum); or (b) the maximum rate permitted under Pennsylvania law. Under 42 Pa.C.S. § 8101, the statutory rate of interest on judgments in Pennsylvania is six percent (6%) per annum unless otherwise provided by statute. Pennsylvania does not have a general usury statute applicable to all transactions, but certain statutory provisions limit interest rates for specific types of transactions. If any rate herein exceeds the maximum permitted, it shall automatically be reduced.

9.5 Fee Adjustments. Once per twelve (12) months with sixty (60) calendar days' notice. Increases shall not exceed five percent (5%) or the CPI-U increase for the Philadelphia-Camden-Wilmington area.

9.6 Taxes. Fees exclude applicable taxes. The paying Party is responsible for all sales, use, or similar taxes.

10. CONFIDENTIALITY AND SECURITY

10.1 Confidentiality Obligations. Each Receiving Party shall hold Confidential Information strictly confidential, limit disclosure, use it only for Agreement purposes, and protect it with reasonable care.

10.2 Escrow Agent Security. Escrow Agent shall implement:

(a) Physical Security. Secure, access-controlled facilities with surveillance and restricted access;

(b) Electronic Security. AES-256 encryption at rest and in transit, multi-factor authentication;

(c) Access Controls. Documented, logged access limited to authorized personnel;

(d) Backup and Redundancy. Geographically separate backup meeting same standards;

(e) Disaster Recovery. Plan ensuring availability within [____] Business Days; and

(f) Security Audits. Annual audits with summary results available to Parties.

10.3 Data Breach Notification — PA BPINA. In the event of a breach of security of the system affecting personal information in connection with this Agreement, Escrow Agent shall:

(a) Comply with the Pennsylvania Breach of Personal Information Notification Act (73 P.S. §§ 2301-2329), including notification to affected Pennsylvania residents without unreasonable delay;

(b) Where the breach impacts more than five hundred (500) Pennsylvania residents, notify the Pennsylvania Attorney General concurrently with individual notices, as required by 73 P.S. § 2303;

(c) Where Social Security numbers, driver's license numbers, state ID numbers, or bank account numbers are affected, make credit monitoring services available for twelve (12) months, as required by the 2023 amendments;

(d) Notify Licensor and Beneficiary promptly and provide a detailed written report; and

(e) Cooperate fully in investigation and mitigation. A violation of the BPINA constitutes an unfair or deceptive act under the Unfair Trade Practices and Consumer Protection Law (73 P.S. §§ 201-1 et seq.).

10.4 Exceptions. Standard exceptions: publicly available, prior possession, independent development, third-party source without restriction, and legal compulsion with notice.

10.5 Return or Destruction. Upon termination or request, return or destroy Confidential Information, subject to legal retention obligations.

11. TRADE SECRET PROTECTIONS

11.1 Pennsylvania Uniform Trade Secrets Act. The Deposit Materials may constitute trade secrets under the Pennsylvania Uniform Trade Secrets Act (12 Pa.C.S. §§ 5301-5308), enacted February 19, 2004. Under 12 Pa.C.S. § 5302, a "trade secret" means information, including a formula, drawing, pattern, compilation including a customer list, program, device, method, technique, or process that: (a) 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 (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. "Improper means" includes theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means. All Parties agree to maintain the confidentiality of the Deposit Materials and take reasonable measures to protect their trade secret status.

11.2 Injunctive Relief. Pursuant to 12 Pa.C.S. § 5303, actual or threatened misappropriation of the Deposit Materials may be enjoined. Upon application to the court, an injunction shall be terminated when the trade secret has ceased to exist, but may be continued for a reasonable period to eliminate commercial advantage from the misappropriation. In exceptional circumstances, an injunction may condition future use upon payment of a reasonable royalty.

11.3 Damages. Pursuant to 12 Pa.C.S. § 5304, damages for misappropriation may include both actual loss and unjust enrichment not accounted for in computing actual loss. In lieu of damages measured by other methods, damages may be measured by the imposition of a reasonable royalty. If willful and malicious misappropriation exists, the court may award exemplary damages not exceeding twice any damages award.

11.4 Attorneys' Fees. Pursuant to 12 Pa.C.S. § 5305, a court may award reasonable attorneys' fees to the prevailing Party if: (a) a claim of misappropriation is made in bad faith; (b) a motion to terminate an injunction is made or resisted in bad faith; or (c) willful and malicious misappropriation exists.

11.5 Federal Trade Secret Protections — DTSA. The Deposit Materials may also be protected under the Defend Trade Secrets Act (18 U.S.C. §§ 1836-1839), providing federal remedies including injunctive relief, damages, ex parte seizure, and exemplary damages.

11.6 Reasonable Measures. Each Party shall implement reasonable measures to protect trade secret status, including access limitations, written confidentiality acknowledgments, security measures, markings, and prompt notification of unauthorized disclosure.

11.7 Whistleblower Immunity. Pursuant to 18 U.S.C. § 1833(b), an individual shall not be held liable for trade secret disclosure made in confidence to a government official or attorney for reporting or investigating suspected violations of law.

11.8 Statute of Limitations. Under 12 Pa.C.S. § 5306, an action for misappropriation must be brought within three (3) years after the misappropriation is discovered or should have been discovered by exercise of reasonable diligence.

11.9 Preservation of Secrecy. Escrow Agent shall implement commercially reasonable measures including encryption, access controls, secure storage, and access logging to preserve the trade secret status of the Deposit Materials.

12. INTELLECTUAL PROPERTY

12.1 Ownership. Licensor retains all right, title, and interest in the Deposit Materials and all Intellectual Property Rights therein.

12.2 Escrow Agent's Role. Escrow Agent holds the Deposit Materials solely as custodian with no proprietary interest.

12.3 No Implied Licenses. No rights implied beyond those expressly granted herein.

13. WARRANTIES AND DISCLAIMERS

13.1 Licensor Warranties. Licensor warrants: (a) full authority to deposit and grant rights; (b) no third-party IP infringement to its knowledge; (c) no intentional malware; (d) correspondence to current production version; (e) no conflict with other agreements; and (f) accuracy of all information.

13.2 Beneficiary Warranties. Authority to enter the Agreement and commitment to use released materials per its terms.

13.3 Escrow Agent Warranties. Authority and capability, professional performance consistent with industry standards, and compliance with applicable laws.

13.4 Disclaimers. EXCEPT AS EXPRESSLY SET FORTH, DEPOSIT MATERIALS PROVIDED "AS IS" UPON RELEASE. NO WARRANTIES OF MERCHANTABILITY, FITNESS, OR NON-INFRINGEMENT. ESCROW AGENT MAKES NO FUNCTIONALITY REPRESENTATIONS.

14. INDEMNIFICATION

14.1 Licensor Indemnification. From Losses due to: (a) breach of warranties/obligations; (b) IP infringement claims; (c) malware; and (d) Licensor's breach of confidentiality.

14.2 Beneficiary Indemnification. From Losses due to: (a) breach of obligations; (b) use beyond scope; (c) Beneficiary's modifications; and (d) Beneficiary's breach of confidentiality.

14.3 Escrow Agent Indemnification. From Losses due to gross negligence or willful misconduct only.

14.4 Procedures. Prompt notice, control of defense, cooperation, and consent for settlements imposing obligations on indemnified Party.

15. LIMITATION OF LIABILITY

15.1 Consequential Damages Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY PENNSYLVANIA LAW, NO INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES.

15.2 Aggregate Cap. (a) Escrow Agent: fees paid in preceding twelve (12) months; (b) Licensor/Beneficiary: greater of Underlying Agreement fees for preceding twelve (12) months or $[________________________________].

15.3 Carve-Outs. Not applicable to: (a) indemnification; (b) gross negligence/willful misconduct; (c) confidentiality/trade secret breach; (d) use beyond scope; (e) IP warranty breach; and (f) personal injury.

16. TERM AND TERMINATION

16.1 Term. From the Effective Date until the earliest of: (a) termination of the Underlying Agreement; (b) mutual written agreement; or (c) termination under this Section.

16.2 Termination for Cause. Thirty (30) calendar days' written notice for uncured material breach.

16.3 Termination by Escrow Agent. Ninety (90) calendar days' notice for unpaid fees exceeding sixty (60) days or legal impediment.

16.4 Effect. Unreleased materials returned, destroyed, or transferred; unpaid fees due; Sections 10, 11, 12, 14, and 15 survive; accrued rights survive.

16.5 Transition. Sixty (60) calendar days of reasonable transition assistance.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws principles.

17.2 Exclusive Jurisdiction and Venue. The Parties consent to exclusive jurisdiction and venue in the state and federal courts located in [________________________________] County, Pennsylvania (including the Court of Common Pleas of [________________________________] County and the United States District Court for the [Eastern / Middle / Western] District of Pennsylvania).

17.3 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY PENNSYLVANIA LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THIS WAIVER IS KNOWING AND VOLUNTARY. Pennsylvania courts generally enforce jury waivers in commercial contracts where the waiver is knowing, voluntary, and intelligently made.

17.4 Injunctive Relief. Any Party may seek equitable relief in Pennsylvania courts to protect Intellectual Property Rights, trade secrets, or Confidential Information without posting a bond or proving actual damages, to the extent permitted.

17.5 Arbitration (Optional).

☐ Arbitration Elected. Binding arbitration in [________________________________] County, Pennsylvania under [________________________________] Commercial Arbitration Rules. [One (1) / Three (3)] arbitrator(s). Pennsylvania law applies.

☐ Arbitration Not Elected. Litigation per Section 17.2.

17.6 Attorneys' Fees. Each Party bears its own fees unless otherwise awarded by a court under applicable Pennsylvania law.

18. PENNSYLVANIA-SPECIFIC PROVISIONS

18.1 Electronic Signatures — UETA. This Agreement may be executed electronically pursuant to the Pennsylvania Uniform Electronic Transactions Act (73 P.S. §§ 2260.101-2260.5903). Electronic signatures shall have the same legal effect as original signatures. Records and signatures shall not be denied legal effect solely because they are in electronic form.

18.2 Unfair Trade Practices and Consumer Protection Law (UTPCPL). Nothing in this Agreement limits rights under the Pennsylvania UTPCPL (73 P.S. §§ 201-1 et seq.), which prohibits unfair methods of competition and unfair or deceptive acts or practices. The UTPCPL provides a private right of action with treble damages for ascertainable loss. The Parties acknowledge that violations of the BPINA also constitute violations of the UTPCPL, subjecting violators to injunctive relief, restitution, and penalties.

18.3 Breach of Personal Information Notification Act (BPINA). The Parties shall comply with the Pennsylvania BPINA (73 P.S. §§ 2301-2329) to the extent personal information is maintained in connection with this Agreement. Key requirements include:

(a) Notification to affected Pennsylvania residents without unreasonable delay upon discovery of a breach;

(b) Notification to the Pennsylvania Attorney General when the breach impacts more than five hundred (500) residents;

(c) Credit monitoring for twelve (12) months where Social Security numbers, driver's license numbers, state ID numbers, or bank account numbers are affected;

(d) Reasonable security measures to protect personal information; and

(e) Compliance with all record-keeping and reporting obligations.

18.4 Interest Rates. Post-judgment interest in Pennsylvania is six percent (6%) per annum under 42 Pa.C.S. § 8101. Pennsylvania does not have a comprehensive general usury statute applicable to all commercial transactions, but certain consumer lending and specific transaction types have statutory rate limitations. The Parties agree that any contractual interest rate specified herein shall not exceed the rate permitted under applicable Pennsylvania law.

18.5 Statute of Limitations. Under Pennsylvania law: (a) breach of contract actions must be commenced within four (4) years from the date of breach pursuant to 42 Pa.C.S. § 5525(a); (b) trade secret misappropriation actions must be commenced within three (3) years pursuant to 12 Pa.C.S. § 5306; and (c) UCC sale of goods actions must be commenced within four (4) years pursuant to 13 Pa.C.S. § 2725.

18.6 Bankruptcy Code Section 365(n). In the event of Licensor's bankruptcy, Beneficiary may retain rights under 11 U.S.C. § 365(n)(1)(B). Source Code constitutes "intellectual property" under 11 U.S.C. § 101(35A).

18.7 Forum Selection Enforceability. Pennsylvania courts generally enforce contractual forum selection clauses in commercial agreements unless enforcement would be unreasonable or unjust. The Parties acknowledge that the forum selection in Section 17.2 was freely and voluntarily negotiated.

18.8 Commercial Reasonableness. This Agreement was negotiated at arm's length between sophisticated parties with opportunity for independent counsel. All terms are commercially reasonable.

19. MISCELLANEOUS

19.1 Notices. Written, deemed given: (a) personally; (b) one (1) Business Day after overnight courier; (c) five (5) Business Days after certified mail; or (d) upon email with courier confirmation within one (1) Business Day.

19.2 Entire Agreement. This Agreement, Schedules, and the Underlying Agreement constitute the entire agreement, superseding all prior agreements.

19.3 Amendments. Written instrument signed by all three Parties required.

19.4 Waiver. Written and signed; no failure or delay operates as waiver.

19.5 Assignment. Consent required except: (a) Beneficiary to Affiliate or successor by merger/acquisition/asset sale; and (b) Licensor to successor. Assignees must assume all obligations.

19.6 Severability. Invalid provisions modified to minimum extent; remaining provisions continue.

19.7 Force Majeure. Excused performance with notice, mitigation, and resumption. Termination if continuing ninety (90) days.

19.8 Counterparts. Executed in counterparts, each an original. Electronic execution valid under UETA.

19.9 Headings. For convenience only.

19.10 Relationship. Independent contractors. No partnership, joint venture, or agency.

19.11 Third-Party Beneficiaries. None except indemnitees under Section 14.

19.12 Order of Precedence. This Agreement controls escrow matters; Underlying Agreement controls otherwise.

19.13 Construction. No presumption against drafter. "Including" means "without limitation."

19.14 Cumulative Remedies. Rights and remedies are cumulative, not exclusive.

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

Payment Terms: Net [____] days.
Late Payment Interest Rate: [____]% per annum (subject to Pennsylvania law limitations).

SCHEDULE B — DEPOSIT MATERIALS INVENTORY

(Attach additional pages as necessary.)

Software Product Version: [________________________________]
Date of Deposit: [__/__/____]
Total Files: [____] | Total Size: [____] GB/MB

Licensor Certification: I certify the above inventory is complete and accurate and the Deposit Materials are sufficient to compile, build, and maintain the Software Product.

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

SCHEDULE C — VERIFICATION LEVELS AND PROCEDURES

Tier 1 — Inventory: File count, hash verification, readability, directory structure, README. Estimated: [____] Business Days.

Tier 2 — Technical Review: Tier 1 plus compilation, dependencies, documentation, database schemas. Estimated: [____] Business Days.

Tier 3 — Full Build: Tiers 1-2 plus complete build, testing, functional verification, deployment, detailed report. Estimated: [____] Business Days.

Deficiency Classification: Critical | Major | Minor.

Remediation Deadlines: Critical: [____] days | Major: [____] days | Minor: [____] days.

SCHEDULE D — RELEASE REQUEST AND OBJECTION FORMS

RELEASE REQUEST FORM

To: Escrow Agent — [________________________________]
From: Beneficiary — [________________________________]
Date: [__/__/____]
Agreement Number: [________________________________]

Release Condition(s):

☐ Section 6.1(a) — Bankruptcy Event
☐ Section 6.1(b) — Cessation of Business
☐ Section 6.1(c) — Material Breach
☐ Section 6.1(d) — Service Unavailability
☐ Section 6.1(e) — Failure to Deposit/Update
☐ Section 6.1(f) — Assignment Without Consent
☐ Section 6.1(g) — Dissolution/Liquidation
☐ Section 6.1(h) — Regulatory Action
☐ Section 6.1(i) — Verification Deficiency
☐ Section 6.1(j) — Additional Trigger: [________________________________]

Factual Description: [________________________________]

Evidence: ☐ Attached ([____] exhibits) ☐ To follow within [____] Business Days

Sworn Statement: I declare under penalty of perjury under the laws of the Commonwealth of Pennsylvania that the foregoing is true and correct.

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

OBJECTION NOTICE FORM

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

Grounds: [________________________________]

Evidence: ☐ Attached ([____] exhibits)

Sworn Statement: I declare under penalty of perjury under the laws of the Commonwealth of Pennsylvania that the foregoing is true and correct.

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

This template is for informational purposes only. Consult a qualified Pennsylvania attorney before use. Verify all statutory citations.

Prepared for use on the ezel.ai platform.

Sources and References

• 12 Pa.C.S. §§ 5301-5308 (PA Uniform Trade Secrets Act)
• 73 P.S. §§ 2260.101-2260.5903 (PA UETA)
• 73 P.S. §§ 2301-2329 (Breach of Personal Information Notification Act)
• 73 P.S. §§ 201-1 et seq. (UTPCPL)
• 42 Pa.C.S. § 5525 (Statute of Limitations)
• 42 Pa.C.S. § 8101 (Interest on Judgments)
• 18 U.S.C. §§ 1833, 1836-1839 (Defend Trade Secrets Act)
• 11 U.S.C. §§ 101(35A), 365(n) (Bankruptcy Code)