SOURCE CODE ESCROW AGREEMENT

State of Rhode Island

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. Rhode Island-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 set forth above by and among:

LICENSOR: [________________________________] ("Licensor"), a [________________________________] organized and existing under the laws of the [________________________________], with its principal place of business at [________________________________];

BENEFICIARY: [________________________________] ("Beneficiary"), a [________________________________] organized and existing under the laws of the [________________________________], with its principal place of business at [________________________________]; and

ESCROW AGENT: [________________________________] ("Escrow Agent"), a [________________________________] organized and existing under the laws of the [________________________________], with its principal place of business at [________________________________].

Licensor, Beneficiary, and Escrow Agent are each a "Party" and collectively the "Parties."

WHEREAS, Licensor and Beneficiary have entered into that certain Software License Agreement (or SaaS Agreement) dated [__/__/____] (the "License Agreement") pursuant to which Licensor has granted Beneficiary certain rights to use the software product known as [________________________________] (the "Product");

WHEREAS, Beneficiary desires to ensure continued access to the source code and related materials for the Product in the event that Licensor is unable or unwilling to continue to support and maintain the Product as contemplated under the License Agreement;

WHEREAS, Licensor agrees to deposit the source code and related materials for the Product with the Escrow Agent under the terms and conditions set forth herein;

WHEREAS, the Escrow Agent is in the business of providing technology escrow services and has agreed to accept, hold, and release the deposited materials in accordance with this Agreement;

WHEREAS, this Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island, including but not limited to the Rhode Island Uniform Trade Secrets Act (R.I. Gen. Laws §§ 6-41-1 to 6-41-11); and

WHEREAS, the Parties intend this Agreement to be enforceable and to protect the intellectual property and proprietary rights of all Parties;

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 "Acceptance Certificate" means the written acknowledgment issued by the Escrow Agent confirming receipt and cataloging of Deposit Materials.

2.2 "Authorized Representative" means an individual designated by a Party with authority to bind that Party, as identified in Schedule 4.

2.3 "Business Day" means any day other than a Saturday, Sunday, or legal holiday in the State of Rhode Island.

2.4 "Confidential Information" means all non-public information disclosed by any Party to another in connection with this Agreement, including the Deposit Materials, trade secrets, business plans, customer data, technical specifications, financial information, and all derivatives thereof.

2.5 "Cure Period" means the period of [____] ([____]) Business Days following written notice of a Release Condition during which Licensor may cure the condition giving rise to the release request.

2.6 "Deposit Materials" means the source code, object code, build scripts, compilation instructions, configuration files, databases, data schemas, third-party components and associated licenses, technical documentation, installation guides, user manuals, system architecture documents, API specifications, test suites, and all other materials necessary to build, compile, deploy, operate, maintain, and modify the Product, as described in Schedule 2.

2.7 "Deposit Update" means any supplemental or replacement deposit of materials reflecting new versions, updates, patches, or modifications to the Product.

2.8 "Effective Date" means the date first written above.

2.9 "Escrow Fee" means the fees payable to the Escrow Agent as set forth in Schedule 1.

2.10 "Force Majeure Event" means any event beyond the reasonable control of a Party, including acts of God, natural disasters, war, terrorism, pandemic, epidemic, government orders, power outages, telecommunications failures, and labor disputes, but excluding a Party's financial inability to perform.

2.11 "Hash Value" means the cryptographic hash (SHA-256 or equivalent) generated for each Deposit Material to verify data integrity.

2.12 "Insolvency Event" means (a) a voluntary Bankruptcy Code petition by Licensor; (b) an involuntary petition not dismissed within sixty (60) days; (c) appointment of a receiver, trustee, or custodian for substantially all of Licensor's assets; (d) assignment for the benefit of creditors; or (e) Licensor's admission of inability to pay debts as they become due.

2.13 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, know-how, and all other intellectual property rights recognized under the laws of the United States, the State of Rhode Island, or any other applicable jurisdiction.

2.14 "License Agreement" has the meaning set forth in the Recitals.

2.15 "Objection Notice" means the written notice submitted by Licensor disputing a Release Request.

2.16 "Personal Information" means information as defined under the Rhode Island Identity Theft Protection Act of 2015 (R.I. Gen. Laws § 11-49.3-3), including an individual's first name or first initial and last name in combination with one or more of the following: Social Security number, driver's license number, state identification card number, account number, credit or debit card number with any required security code, medical or health insurance information, or email address with any associated password or security question.

2.17 "Product" has the meaning set forth in the Recitals.

2.18 "Release Conditions" means the conditions described in Section 6.

2.19 "Release Request" means the written request submitted by Beneficiary, in the form set forth in Schedule 4.

2.20 "Technical Verification" means the process described in Section 5.

2.21 "Verification Report" means the written report following Technical Verification.

3. DEPOSIT MATERIALS

3.1 Scope of Deposit. Licensor shall deposit with the Escrow Agent the complete Deposit Materials as described in Schedule 2, including without limitation:

(a) All source code files for the Product, including all modules, libraries, components, and frameworks;

(b) All build scripts, makefiles, configuration files, and compilation instructions;

(c) All third-party software components, libraries, and dependencies, with applicable third-party license agreements;

(d) All database schemas, data dictionaries, seed data, and migration scripts;

(e) All technical documentation, including system architecture, API specifications, and data flow diagrams;

(f) All installation guides, deployment instructions, and system requirements;

(g) All test suites, test scripts, test data, and quality assurance documentation;

(h) All user manuals, administrator guides, and operational documentation; and

(i) A complete inventory list with version numbers, file names, Hash Values, and dates.

3.2 Format Requirements. All Deposit Materials shall be in industry-standard, machine-readable formats, accessible without proprietary tools. Licensor shall provide all passwords, encryption keys, and access credentials.

3.3 Completeness Warranty. Licensor warrants the Deposit Materials are sufficient to enable a reasonably skilled developer to build, compile, deploy, and maintain the Product without Licensor's assistance.

4. DEPOSIT AND UPDATE PROCEDURES

4.1 Initial Deposit. Licensor shall deliver the initial Deposit Materials within [____] ([____]) Business Days following the Effective Date. The Escrow Agent shall issue an Acceptance Certificate within five (5) Business Days.

4.2 Deposit Updates. Licensor shall deliver Deposit Updates:

(a) Within [____] ([____]) Business Days following each major release;

(b) Within [____] ([____]) Business Days following each minor release;

(c) In no event less frequently than (select one: ☐ Quarterly ☐ Semi-Annually); and

(d) Promptly upon reasonable request, not more than once per calendar quarter.

4.3 Update Procedures. Each Update shall include an updated inventory list. The Escrow Agent shall issue an updated Acceptance Certificate within five (5) Business Days.

4.4 Integrity Verification. The Escrow Agent shall compute Hash Values upon receipt and compare upon subsequent access. Discrepancies shall be reported immediately.

4.5 Failure to Deposit. Failure to deliver a required Deposit Update, uncured for [____] ([____]) Business Days after written notice, constitutes a material breach.

5. VERIFICATION AND TESTING

5.1 Verification Levels. Beneficiary may request Technical Verification at:

☐ Level 1 -- Inventory Verification: Verify all items, file readability, and Hash Values.

☐ Level 2 -- Compilation Verification: Level 1 plus compilation and build attempt.

☐ Level 3 -- Full Build and Functional Verification: Levels 1 and 2 plus deployment and functional testing in a test environment.

5.2 Verification Frequency. Upon each deposit, annually, or at other reasonable times (not more than twice yearly without Licensor's consent).

5.3 Verification Costs. Borne by: ☐ Beneficiary ☐ Licensor ☐ Split equally (select one), per Schedule 1.

5.4 Verification Reports. Delivered to both Parties within [____] ([____]) Business Days.

5.5 Cure of Deficiencies. Licensor shall cure deficiencies within [____] ([____]) Business Days. Uncured deficiencies constitute a material breach.

5.6 Licensor Cooperation. Licensor shall provide reasonable cooperation and make technical personnel available.

6. RELEASE CONDITIONS

6.1 Release Triggers. The Escrow Agent shall release the Deposit Materials upon:

(a) Insolvency Event. An Insolvency Event has occurred and Licensor has failed to continue performance under the License Agreement;

(b) Cessation of Business. Licensor has ceased business, wound down, or discontinued the Product without assigning to an acceptable successor;

(c) Material Breach of Maintenance. A material breach uncured for [____] ([____]) days following written notice;

(d) Extended Service Unavailability. Unavailability for [____] ([____]) consecutive calendar days, not attributable to Force Majeure, Beneficiary's acts, or scheduled maintenance;

(e) Failure to Escrow. Failure to deliver deposits, uncured for [____] ([____]) Business Days;

(f) Regulatory Action. Government action preventing Licensor's performance for [____] ([____]) consecutive days; or

(g) Mutual Agreement. Joint written instruction by Licensor and Beneficiary.

6.2 Exclusions. Change of control with assumption, assignment to a creditworthy successor, or temporary interruptions below the specified duration are not Release Conditions.

6.3 Bankruptcy Code Protections. This Agreement constitutes a license of intellectual property under 11 U.S.C. § 365(n). Beneficiary retains all rights thereunder, including the right to obtain the Deposit Materials from the Escrow Agent upon Licensor's bankruptcy.

7. RELEASE PROCEDURES

7.1 Release Request. Beneficiary submits a Release Request per Schedule 4, with a sworn declaration and supporting documentation.

7.2 Notice to Licensor. The Escrow Agent delivers the Release Request to Licensor within two (2) Business Days.

7.3 Licensor's Objection. Licensor may deliver an Objection Notice within [____] ([____]) Business Days, stating grounds and providing documentation.

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

7.5 Dispute Resolution. If Licensor objects:

(a) Negotiation. Good faith negotiation for [____] ([____]) Business Days.

(b) Mediation. Mediation in Providence, Rhode Island, before a mutually agreed mediator, completed within thirty (30) days.

(c) Binding Resolution. Resolution under Section 17.

7.6 Emergency Release. Upon demonstration of imminent, irreparable harm from catastrophic failure, the Escrow Agent shall provide supervised, read-only access within twenty-four (24) hours, pending final resolution.

7.7 Escrow Agent's Role. The Escrow Agent acts as neutral custodian and shall not make determinations regarding the validity of Release Requests or Objection Notices.

8. POST-RELEASE LICENSE RIGHTS

8.1 License Grant. Upon valid release, Beneficiary receives a non-exclusive, non-transferable, irrevocable (except per Section 8.5), royalty-free license to use, copy, compile, build, deploy, maintain, modify, and create derivative works of the Deposit Materials solely for continuing Beneficiary's licensed use of the Product.

8.2 Scope Limitations. No right to: (a) commercialize; (b) sublicense, except to contractors bound by equivalent confidentiality obligations; (c) use for non-Product purposes; or (d) reverse engineer non-deposited portions.

8.3 Third-Party Components. Subject to applicable third-party license agreements.

8.4 Confidentiality. Beneficiary maintains confidentiality per Section 10.

8.5 Termination of Post-Release License. Terminates upon: (a) Beneficiary's written election; (b) final judicial or arbitral determination that the Release Condition was invalid; or (c) mutual agreement.

9. FEES AND PAYMENT

9.1 Fee Schedule. Per Schedule 1:

(a) Initial Setup Fee: $[________________________________];

(b) Annual Storage and Maintenance Fee: $[________________________________];

(c) Deposit Update Fee: $[________________________________] per update;

(d) Verification Fees: Per Schedule 1;

(e) Release Processing Fee: $[________________________________]; and

(f) Additional Services: At agreed rates.

9.2 Payment Responsibility. ☐ Licensor ☐ Beneficiary ☐ Split: [________________________________] (select one).

9.3 Payment Terms. All invoices payable within thirty (30) days. Late payments shall accrue interest at the rate of twelve percent (12%) per annum, or the maximum rate permitted under Rhode Island law, whichever is less. Rhode Island law (R.I. Gen. Laws § 6-26-2) prohibits interest rates exceeding twenty-one percent (21%) per annum on loans; the twelve percent (12%) rate specified herein is well within this limit. Any usurious contract shall be void under R.I. Gen. Laws § 6-26-4.

9.4 Fee Adjustments. The Escrow Agent may adjust fees upon sixty (60) days' notice, effective on the next anniversary, with no single annual increase exceeding five percent (5%).

9.5 Taxes. All fees exclude applicable taxes. The responsible Party pays all applicable taxes.

10. CONFIDENTIALITY AND SECURITY

10.1 Confidentiality Obligations. Each Party shall maintain confidentiality and shall not disclose, use, or permit access to Confidential Information except as authorized. The Escrow Agent shall protect Deposit Materials with no less than reasonable care.

10.2 Security Measures. The Escrow Agent shall implement and maintain:

(a) Physical security controls at all storage locations, including restricted access and environmental controls;

(b) AES-256 encryption (or equivalent) for all Deposit Materials at rest and in transit;

(c) Access controls with multi-factor authentication, limited to authorized personnel;

(d) Regular security assessments and vulnerability scans, no less than annually;

(e) Redundant, geographically separated backup copies, tested annually;

(f) Comprehensive audit trails recording all access; and

(g) An incident response plan for identification, containment, eradication, recovery, and notification.

10.3 Information Security Program. The Escrow Agent shall implement and maintain a risk-based information security program that contains reasonable security procedures and practices appropriate to the size and scope of the organization, the nature of the information, and the purpose for which the information was collected, as required by the Rhode Island Identity Theft Protection Act (R.I. Gen. Laws § 11-49.3-2) to protect Personal Information from unauthorized access, use, modification, destruction, or disclosure.

10.4 Data Breach Notification. In the event of unauthorized access to, acquisition of, or disclosure of Personal Information:

(a) Notify all Parties within twenty-four (24) hours of discovery;

(b) Comply with the Rhode Island Identity Theft Protection Act (R.I. Gen. Laws § 11-49.3-4), which requires notification to affected Rhode Island residents no later than forty-five (45) calendar days after confirmation of the breach for non-governmental entities (thirty (30) days for government agencies);

(c) If more than five hundred (500) Rhode Island residents are affected, notify the Rhode Island Attorney General and major credit reporting agencies as to the timing, content, and distribution of notices;

(d) Include in the notification: a description of the incident, type of personal information, steps taken, and contact information; and

(e) Provide a written incident report within seventy-two (72) hours.

10.5 Permitted Disclosures. Disclosure is permitted when required by law, regulation, or court order, with prompt notice and cooperation toward protective orders.

11. TRADE SECRET PROTECTIONS

11.1 Acknowledgment of Trade Secret Status. The Parties acknowledge that the Deposit Materials may contain trade secrets as defined under the Rhode Island Uniform Trade Secrets Act, R.I. Gen. Laws §§ 6-41-1 to 6-41-11 (the "RI UTSA"). Under R.I. Gen. Laws § 6-41-1(d), 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.

11.2 Preservation of Trade Secret Status. The deposit with the Escrow Agent and any subsequent release in accordance with the Release Conditions shall not constitute a failure to maintain secrecy and shall not diminish the trade secret status of the Deposit Materials under the RI UTSA.

11.3 Protective Measures. All Parties shall take reasonable measures to preserve trade secret status:

(a) Limiting disclosure to individuals with a need to know who are bound by written confidentiality obligations;

(b) Marking materials with appropriate confidentiality legends;

(c) Implementing physical and electronic security measures;

(d) Maintaining records of all persons who access the Deposit Materials; and

(e) Promptly notifying the Licensor of any actual or suspected unauthorized access.

11.4 Injunctive Relief. In the event of actual or threatened misappropriation, the aggrieved Party may seek injunctive relief pursuant to R.I. Gen. Laws § 6-41-3, including temporary restraining orders, preliminary injunctions, and permanent injunctions. Under Section 6-41-3, a court may enjoin actual or threatened misappropriation, and in exceptional circumstances may condition future use upon payment of a reasonable royalty. The aggrieved Party need not prove actual damages as a condition to obtaining injunctive relief.

11.5 Damages. The aggrieved Party may recover damages for actual loss and unjust enrichment under R.I. Gen. Laws § 6-41-4. If willful and malicious misappropriation exists, the court may award exemplary damages in an amount not exceeding twice the amount of actual damages.

11.6 Attorneys' Fees. A court may award reasonable attorneys' fees if a claim is made in bad faith, a motion to terminate an injunction is made or resisted in bad faith, or misappropriation was willful and malicious (R.I. Gen. Laws § 6-41-5).

11.7 Preservation of Secrecy. In any proceeding, the court may take reasonable measures to preserve the secrecy of alleged trade secrets, including protective orders, in camera proceedings, and sealing records (R.I. Gen. Laws § 6-41-6).

11.8 Statute of Limitations. An action for misappropriation must be brought within three (3) years after the misappropriation is discovered or should have been discovered through reasonable diligence (R.I. Gen. Laws § 6-41-7).

12. INTELLECTUAL PROPERTY

12.1 Ownership. Licensor retains all ownership rights. No transfer except the express license granted herein.

12.2 No Implied Licenses. No license is granted except as expressly stated.

12.3 Moral Rights. Licensor waives or agrees not to assert moral rights against Beneficiary or Escrow Agent.

12.4 Feedback. Feedback from Beneficiary is the exclusive property of Licensor.

13. WARRANTIES AND DISCLAIMERS

13.1 Licensor's Warranties. Licensor represents and warrants:

(a) Full right, power, and authority to enter into this Agreement and deposit the materials;

(b) No infringement of third-party Intellectual Property Rights, to Licensor's knowledge;

(c) No intentionally introduced malicious code, viruses, trojans, or backdoors;

(d) Sufficient for a reasonably skilled developer to build, compile, deploy, and maintain the Product;

(e) All necessary third-party licenses obtained; and

(f) No conflict with existing obligations.

13.2 Escrow Agent's Warranties. Capacity, reasonable care, and insurance per Schedule 1.

13.3 Disclaimers. EXCEPT AS EXPRESSLY SET FORTH HEREIN, DEPOSIT MATERIALS ARE PROVIDED "AS IS" UPON RELEASE. LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED UNDER RHODE ISLAND LAW.

14. INDEMNIFICATION

14.1 Licensor's Indemnification. Licensor shall defend, indemnify, and hold harmless Beneficiary and the Escrow Agent from claims arising from: (a) breach of Licensor's warranties; (b) claims that Deposit Materials infringe third-party IP; or (c) Licensor's negligence or willful misconduct.

14.2 Beneficiary's Indemnification. Beneficiary shall indemnify from claims arising from: (a) use beyond the license scope; (b) breach of confidentiality; or (c) Beneficiary's negligence or willful misconduct.

14.3 Escrow Agent's Indemnification. The Escrow Agent shall indemnify from claims arising from its gross negligence, willful misconduct, or material breach.

14.4 Procedures. Prompt notice, sole defense control (with consent for settlements imposing obligations on the Indemnified Party), and reasonable cooperation.

15. LIMITATION OF LIABILITY

15.1 Aggregate Cap. EXCEPT FOR CONFIDENTIALITY BREACH, TRADE SECRET MISAPPROPRIATION, OR INDEMNIFICATION, EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF (A) FEES PAID OR PAYABLE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT, OR (B) $[________________________________].

15.2 Escrow Agent Cap. THE ESCROW AGENT'S TOTAL LIABILITY SHALL NOT EXCEED FEES PAID DURING THE PRECEDING TWELVE (12) MONTHS, EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

15.3 Consequential Damages. NO PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, REGARDLESS OF THEORY OF LIABILITY.

15.4 Carve-Outs. Limitations do not apply to: (a) willful misconduct or gross negligence; (b) confidentiality or trade secret breach; (c) IP indemnification; or (d) liability that cannot be limited under Rhode Island law.

15.5 Essential Basis. These limitations are an essential part of the bargain and apply to the fullest extent permitted by Rhode Island law.

16. TERM AND TERMINATION

16.1 Term. Commences on the Effective Date and continues coterminous with the License Agreement, with automatic annual renewal unless ninety (90) days' prior written notice of non-renewal.

16.2 Termination for Cause. Immediate termination upon material breach uncured for thirty (30) days after written notice.

16.3 Mutual Termination. By mutual written agreement of all Parties.

16.4 License Agreement Termination. This Agreement continues for [____] ([____]) days after the License Agreement terminates to determine whether a Release Condition has occurred.

16.5 Effect of Termination. Without a release, the Escrow Agent returns or destroys Deposit Materials at Licensor's direction. Post-release rights under Section 8 survive.

16.6 Survival. Sections 2, 8 (if release occurred), 10, 11, 12, 13.3, 14, 15, 17, and 19 survive expiration or termination.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law. This Agreement shall be governed by the laws of the State of Rhode Island, without regard to conflict of laws principles. Rhode Island's UCC (R.I. Gen. Laws Title 6A) applies as applicable.

17.2 Exclusive Jurisdiction and Venue. The Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Providence County, Rhode Island. Each Party waives any objection to such jurisdiction and venue, including objections based on inconvenient forum.

17.3 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY RHODE ISLAND LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL OF THE MEANING AND CONSEQUENCES OF THIS WAIVER.

17.4 Optional Arbitration.

☐ Arbitration Elected. Disputes shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in Providence, Rhode Island, before a single arbitrator with technology and intellectual property expertise. The decision shall be final and binding. Rhode Island has adopted the Uniform Arbitration Act (R.I. Gen. Laws §§ 10-3-1 to 10-3-21), and awards shall be confirmed, vacated, or modified as provided therein.

17.5 Injunctive Relief. Any Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect Intellectual Property Rights, trade secrets, or Confidential Information, without the necessity of proving actual damages, posting a bond, or exhausting alternative dispute resolution procedures.

17.6 Prevailing Party. The prevailing Party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing Party.

18. RHODE ISLAND-SPECIFIC PROVISIONS

18.1 Rhode Island Deceptive Trade Practices Act. Nothing in this Agreement shall limit rights under the Rhode Island Deceptive Trade Practices Act (R.I. Gen. Laws §§ 6-13.1-1 et seq.). This act prohibits deceptive trade practices, including misrepresentation in the course of a business, vocation, or occupation, and provides for injunctive relief, damages, and attorneys' fees. The Rhode Island Attorney General may bring enforcement actions, and private actions are available to persons who suffer loss as a result of deceptive practices.

18.2 Rhode Island Identity Theft Protection Act of 2015. The Parties acknowledge the requirements of the Rhode Island Identity Theft Protection Act of 2015 (R.I. Gen. Laws §§ 11-49.3-1 to 11-49.3-6). Any person that stores, owns, collects, processes, maintains, acquires, uses, or licenses data containing Personal Information shall implement and maintain a risk-based information security program as described in Section 10.3. In the event of a breach, notification must be provided no later than forty-five (45) calendar days after confirmation of the breach for non-governmental entities. If more than five hundred (500) Rhode Island residents are affected, notification must also be provided to the Rhode Island Attorney General and major credit reporting agencies.

18.3 Rhode Island Data Transparency and Privacy Protection Act. The Parties acknowledge the Rhode Island Data Transparency and Privacy Protection Act (R.I. Gen. Laws ch. 6-48.1), effective January 1, 2026, which creates consumer data privacy rights and imposes obligations on controllers and processors of personal data of Rhode Island residents. To the extent any personal data subject to this Act is included in the Deposit Materials, the Parties shall comply with all applicable requirements, including the right of consumers to access, correct, delete, and obtain a copy of their personal data. The Escrow Agent, to the extent it processes personal data on behalf of a controller, shall act only in accordance with documented instructions and shall implement appropriate technical and organizational measures.

18.4 Electronic Signatures. This Agreement may be executed by electronic signature in accordance with the Rhode Island Uniform Electronic Transactions Act (R.I. Gen. Laws §§ 42-127.1-1 to 42-127.1-21). Electronic signatures shall have the same legal effect, validity, and enforceability as manually executed original signatures.

18.5 Usury and Interest. Rhode Island law (R.I. Gen. Laws § 6-26-2) prohibits interest rates exceeding twenty-one percent (21%) per annum. Any contract made in violation of this prohibition is usurious and void under R.I. Gen. Laws § 6-26-4. A regulated financial institution knowingly charging usurious interest shall forfeit all interest on the debt, and the borrower may recover twice the amount of usurious interest paid (R.I. Gen. Laws § 6-26-6). The interest rate provisions of this Agreement comply with Rhode Island usury law.

18.6 Statute of Limitations. The statute of limitations for actions on written contracts in Rhode Island is ten (10) years (R.I. Gen. Laws § 9-1-13). The UCC statute of limitations for contracts for sale is four (4) years (R.I. Gen. Laws § 6A-2-725). Actions under the Rhode Island Uniform Trade Secrets Act must be brought within three (3) years (R.I. Gen. Laws § 6-41-7).

18.7 Forum Selection Clause. Rhode Island courts generally enforce forum selection clauses in commercial agreements where the clause is reasonable and the selected forum has a connection to the parties or the transaction. The Parties acknowledge that Providence County, Rhode Island, has a substantial connection to this Agreement.

18.8 Bankruptcy Protections. Beneficiary's rights under this Agreement are protected by 11 U.S.C. § 365(n). In the event of Licensor's bankruptcy, Beneficiary may elect to retain its rights, including the right to the Deposit Materials.

19. MISCELLANEOUS

19.1 Notices. All notices shall be in writing and deemed given: (a) upon personal delivery; (b) one (1) Business Day after overnight courier; (c) three (3) Business Days after mailing certified mail, return receipt requested; or (d) upon confirmed receipt by email. Notices to:

To Licensor: [________________________________]
Attention: [________________________________]
Email: [________________________________]

To Beneficiary: [________________________________]
Attention: [________________________________]
Email: [________________________________]

To Escrow Agent: [________________________________]
Attention: [________________________________]
Email: [________________________________]

19.2 Assignment. No assignment without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations. The Escrow Agent may not assign without consent of both Licensor and Beneficiary.

19.3 Force Majeure. No liability for failure due to Force Majeure, subject to prompt notice, mitigation, and resumption. Termination permitted if the event continues for ninety (90) or more consecutive days.

19.4 Entire Agreement. This Agreement, with the Schedules and License Agreement, constitutes the entire agreement and supersedes all prior agreements and understandings.

19.5 Amendments. Only by written instrument signed by all three Parties.

19.6 Waiver. No waiver effective unless in writing signed by the waiving Party.

19.7 Severability. Invalid provisions shall be modified to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

19.8 Counterparts. This Agreement may be executed in counterparts.

19.9 Relationship. The Parties are independent contractors. No partnership, joint venture, employment, or agency relationship is created.

19.10 Order of Precedence. This Agreement controls escrow matters; the License Agreement controls other matters.

19.11 Headings. Section headings are for convenience only.

20. SIGNATURES

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

LICENSOR:

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

BENEFICIARY:

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

ESCROW AGENT:

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

21. SCHEDULES

SCHEDULE 1: FEE SCHEDULE

Insurance Requirements for Escrow Agent:
- Professional Liability (E&O): $[________________________________] minimum
- Cyber Liability: $[________________________________] minimum
- Commercial General Liability: $[________________________________] minimum

SCHEDULE 2: DEPOSIT MATERIALS INVENTORY

(Attach additional pages as necessary.)

Third-Party Components:

SCHEDULE 3: VERIFICATION LEVELS AND PROCEDURES

Level 1 -- Inventory Verification:
- Confirm all items in Schedule 2
- Verify readability and format
- Compute and compare Hash Values
- Timeline: [____] Business Days

Level 2 -- Compilation Verification:
- All Level 1 procedures
- Compile using specified tools
- Document errors or warnings
- Timeline: [____] Business Days

Level 3 -- Full Build and Functional Verification:
- All Level 1 and 2 procedures
- Deploy in isolated test environment
- Execute test suites
- Verify core functionality
- Timeline: [____] Business Days

SCHEDULE 4: RELEASE REQUEST FORM AND OBJECTION PROCEDURE

RELEASE REQUEST FORM

Date: [__/__/____]

To: [________________________________] (Escrow Agent)
From: [________________________________] (Beneficiary)
Re: Release Request under Source Code Escrow Agreement dated [__/__/____]

The undersigned certifies under penalty of perjury:

1. Release Condition(s):

☐ Insolvency Event (Section 6.1(a))
☐ Cessation of Business (Section 6.1(b))
☐ Material Breach of Maintenance (Section 6.1(c))
☐ Extended Service Unavailability (Section 6.1(d))
☐ Failure to Escrow (Section 6.1(e))
☐ Regulatory Action (Section 6.1(f))
☐ Mutual Agreement (Section 6.1(g))

2. Factual basis: [________________________________]

3. Documentation attached: ☐ Yes ☐ No

☐ Emergency Release Requested (Section 7.6)

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

OBJECTION NOTICE FORM

Date: [__/__/____]

To: [________________________________] (Escrow Agent)
Copy to: [________________________________] (Beneficiary)
From: [________________________________] (Licensor)

1. Grounds for objection: [________________________________]

2. Documentation attached: ☐ Yes ☐ No

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

This Source Code Escrow Agreement template is provided for informational purposes only and does not constitute legal advice. This template must be reviewed and customized by a qualified attorney licensed in Rhode Island before use. Laws and regulations change frequently; verify all statutory citations before reliance.