SOURCE CODE ESCROW AGREEMENT

State of South Carolina

Governed by the Laws of the State of South Carolina

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. South Carolina-Specific Provisions
19. Miscellaneous
20. Signatures
21. Schedules

1. PARTIES AND RECITALS

1.1 Parties. This Source Code Escrow Agreement (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and among:

(a) Licensor:

Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________], South Carolina [____]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

(b) Beneficiary:

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

(c) Escrow Agent:

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

Each may be referred to as a "Party" and collectively as the "Parties."

1.2 Recitals.

WHEREAS, Licensor is the owner and developer of certain proprietary software known as [________________________________] (the "Software") and possesses all rights, title, and interest in the source code and related materials;

WHEREAS, Beneficiary has entered into a separate software license, subscription, or SaaS agreement with Licensor dated [__/__/____] (the "Underlying Agreement");

WHEREAS, Beneficiary desires to ensure continuity of access to the Software in the event Licensor is unable or unwilling to continue support, maintenance, or availability;

WHEREAS, the Parties desire to establish an escrow arrangement for the conditional release of source code and related materials;

WHEREAS, the Escrow Agent has agreed to serve as neutral custodian;

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

2. DEFINITIONS

2.1 "Affiliate" means any entity controlling, controlled by, or under common control with a Party, where "control" means ownership of more than fifty percent (50%) of voting securities.

2.2 "Build Environment" means the complete specifications for compiling, building, and deploying the Software from the Deposit Materials.

2.3 "Business Day" means any day other than Saturday, Sunday, or days banking institutions in South Carolina are authorized to be closed.

2.4 "Confidential Information" means information disclosed in connection with this Agreement designated as confidential, or that by its nature should be understood as confidential, including the Deposit Materials and agreement terms.

2.5 "Deposit Materials" means all source code, object code, build scripts, configuration files, database schemas, API documentation, technical documentation, user manuals, third-party licenses, dependency lists, Build Environment specifications, encryption keys, credentials, test suites, test data, and all other materials deposited by Licensor pursuant to this Agreement and Schedule B.

2.6 "Force Majeure Event" means events beyond a Party's reasonable control, including acts of God, natural disasters, hurricanes, epidemics, pandemics, war, terrorism, government actions, fire, flood, power failures, or cyberattacks.

2.7 "Insolvency Event" means: (a) voluntary bankruptcy petition; (b) assignment for creditors; (c) appointment of receiver or trustee; (d) involuntary bankruptcy not dismissed in sixty (60) days; or (e) written admission of inability to pay debts.

2.8 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights.

2.9 "Personal Information" means an individual's name combined with identifying data as defined in S.C. Code Ann. § 39-1-90.

2.10 "Release Conditions" means the events in Section 6.

2.11 "Trade Secret" has the meaning in S.C. Code Ann. § 39-8-20(5), being information that derives independent economic value from not being generally known or readily ascertainable and is the subject of reasonable secrecy efforts.

2.12 "Underlying Agreement" has the meaning in Recital 1.2.

3. DEPOSIT MATERIALS

3.1 Scope. Licensor shall deposit with the Escrow Agent complete and accurate copies of:

(a) All human-readable source code, including all modules, components, libraries, and subroutines;

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

(c) Complete Build Environment specifications;

(d) All third-party components and dependencies with applicable licenses;

(e) All database schemas, data models, migration scripts, and seed data;

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

(g) Complete technical documentation, architecture documents, design specifications, and developer guides;

(h) User manuals, installation guides, and deployment procedures;

(i) All encryption keys, certificates, passwords, and credentials;

(j) All test suites, test scripts, test data, and QA procedures;

(k) A complete inventory list with version numbers and dates; and

(l) Additional materials specified in Schedule B.

3.2 Format. Industry-standard, non-proprietary digital formats. Source code in plain text. All media clearly labeled with Software name, version, date, and unique identifier.

3.3 Completeness. Sufficiently complete for a competent developer to compile, build, deploy, test, maintain, and modify the Software without additional Licensor resources.

4. DEPOSIT AND UPDATE PROCEDURES

4.1 Initial Deposit. Within [____] calendar days of the Effective Date, including all materials for the current production version.

4.2 Update Deposits.

(a) Within [____] calendar days following each major release;
(b) Within [____] calendar days following each minor release;
(c) Not less than once every [____] months; and
(d) Within [____] calendar days after material Build Environment or dependency changes.

4.3 Deposit Procedures. Each deposit shall include: (a) Deposit Confirmation Form (Schedule D); (b) written inventory; (c) SHA-256 hash values; (d) authorized certification; and (e) changelog.

4.4 Acknowledgment. Written acknowledgment within five (5) Business Days.

4.5 Rejection. Notification within five (5) Business Days if incomplete; cure within ten (10) Business Days.

5. VERIFICATION AND TESTING

5.1 General. Beneficiary may request Verification at any time during the term, at its cost unless otherwise specified.

5.2 Level 1: Inventory and Inspection. Confirm items, verify readability, validate hashes. Report within fifteen (15) Business Days.

5.3 Level 2: Compilation and Build. Level 1 plus attempted compilation and build. Report within thirty (30) Business Days.

5.4 Level 3: Full Functional Testing. Levels 1 and 2 plus test suite execution and functional testing. Report within forty-five (45) Business Days.

5.5 Deficiency Cure. Licensor shall cure within [____] calendar days. Re-verification costs for Licensor-caused Deficiencies borne by Licensor.

5.6 Verification Costs.

☐ Beneficiary pays all costs
☐ Licensor pays all costs
☐ Costs shared equally
☐ Other: [________________________________]

5.7 Confidentiality. Secure environment. Third-party consultants shall execute NDAs acceptable to Licensor.

6. RELEASE CONDITIONS

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

(a) Insolvency or Bankruptcy. Licensor experiences an Insolvency Event and fails to perform support obligations. Beneficiary's rights are protected under 11 U.S.C. § 365(n).

(b) Cessation of Business. Licensor ceases business with respect to the Software for [____] consecutive calendar days.

(c) Material Breach. Licensor materially breaches support, maintenance, or service obligations, uncured for [____] calendar days after written notice.

(d) Extended Unavailability. For SaaS/hosted Software, unavailability for [____] consecutive calendar days not caused by Force Majeure, scheduled maintenance, or Beneficiary acts.

(e) Failure to Deposit. Failure to make a required deposit continuing [____] calendar days after notice.

(f) Unauthorized Assignment. Assignment in violation of the Underlying Agreement; assignee fails to assume obligations within [____] calendar days.

(g) Mutual Agreement. Written mutual agreement.

6.2 Exclusions. Standing alone, the following are not Release Conditions: change of control where successor assumes obligations; Force Majeure Events where performance resumes; scheduled maintenance; or fee disputes not constituting material breach.

7. RELEASE PROCEDURES

7.1 Release Request. Written request (copy to Licensor), form per Schedule D, including: (a) identification of Release Conditions; (b) factual statement with evidence; (c) sworn declaration; (d) copies of prior notices.

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

7.3 Objection. Licensor has [____] Business Days to object. Failure to object is deemed consent.

7.4 Emergency Release. (a) Transmit within one (1) Business Day; (b) five (5) Business Day objection period; (c) release within two (2) Business Days if no objection; (d) expedited arbitration if objection; (e) interim supervised access possible.

7.5 Release. Following consent, objection withdrawal, or favorable resolution, release within five (5) Business Days.

7.6 Disputed Release. Resolution per Section 17 procedures. Escrow Agent holds pending resolution.

8. POST-RELEASE LICENSE RIGHTS

8.1 License Grant. Upon valid release, Beneficiary receives a non-exclusive, non-transferable, royalty-free license to use, copy, compile, execute, maintain, modify, and create derivative works solely for: (a) authorized use under the Underlying Agreement; (b) maintenance for internal business; (c) error correction and security patching; and (d) deployment on Beneficiary's or authorized hosting systems.

8.2 Restrictions. No sublicensing, selling, or distributing; no competing products; no reverse engineering of excluded portions; no removal of proprietary markings.

8.3 Third-Party Components. Beneficiary shall comply with third-party licenses and obtain additional licenses as needed.

8.4 Surviving Obligations. Confidentiality obligations continue after release.

8.5 Permitted Contractors. Contractors permitted under appropriate confidentiality agreements.

9. FEES AND PAYMENT

9.1 Fee Schedule. Per Schedule A:

(a) Initial Deposit Fee: $[________________________________];
(b) Annual Storage Fee: $[________________________________];
(c) Update Deposit Fee: $[________________________________] per deposit;
(d) Verification Fees: Level 1: $[________________________________]; Level 2: $[________________________________]; Level 3: $[________________________________];
(e) Release Fee: $[________________________________].

9.2 Payment Responsibility.

☐ All fees paid by Beneficiary
☐ All fees paid by Licensor
☐ Split: [________________________________]

9.3 Payment Terms. Due within thirty (30) calendar days of invoice, in United States Dollars.

9.4 Late Payment. Overdue payments bear interest at the lesser of (a) one and one-half percent (1.5%) per month, or (b) the maximum rate permitted under South Carolina law. Pursuant to S.C. Code Ann. § 37-10-106, the legal rate of interest in South Carolina is eight and three-quarters percent (8.75%) per annum. Parties may contract for a higher rate, but rates exceeding the lawful maximum may be unenforceable. Interest accrues from the date due until paid.

9.5 Fee Adjustments. The Escrow Agent may adjust fees upon sixty (60) days' notice, not exceeding five percent (5%) per annum.

9.6 Taxes. Fees exclude applicable taxes.

10. CONFIDENTIALITY AND SECURITY

10.1 Confidentiality. Each Party shall maintain confidentiality using commercially reasonable measures. Obligations survive for five (5) years after termination or as long as Trade Secret status is maintained, whichever is longer.

10.2 Security. The Escrow Agent shall maintain: (a) secure physical storage with restricted access; (b) AES-256 encryption at rest and in transit; (c) access controls with audit trails; (d) geographically separate redundant storage; (e) disaster recovery procedures; and (f) annual third-party security audits.

10.3 Data Breach Notification. In the event of unauthorized access to Deposit Materials or Personal Information, the Escrow Agent shall:

(a) Notify Licensor and Beneficiary within forty-eight (48) hours of discovery;

(b) Cooperate in investigation and mitigation;

(c) Comply with S.C. Code Ann. § 39-1-90, which requires disclosure in the most expedient time possible and without unreasonable delay to any South Carolina resident whose unencrypted personal identifying information was or is reasonably believed to have been acquired by an unauthorized person;

(d) If more than one thousand (1,000) persons are notified, simultaneously notify the Consumer Protection Division of the South Carolina Department of Consumer Affairs pursuant to S.C. Code Ann. § 39-1-90(K); and

(e) Take all commercially reasonable steps to prevent recurrence.

10.4 South Carolina Data Breach Penalties. A person who knowingly and willfully violates the breach notification requirements is subject to an administrative fine of One Thousand Dollars ($1,000.00) for each South Carolina resident whose information was accessible by reason of the breach, pursuant to S.C. Code Ann. § 39-1-90(H). Residents injured by a violation may also pursue civil actions for damages and attorney's fees.

11. TRADE SECRET PROTECTIONS

11.1 Acknowledgment. The Deposit Materials may contain Trade Secrets under the South Carolina Trade Secrets Act (S.C. Code Ann. §§ 39-8-10 to 39-8-130). Under S.C. Code Ann. § 39-8-20(5), a trade secret is information that derives independent economic value 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 Reasonable Measures. The escrow arrangement and confidentiality obligations constitute reasonable measures. Access shall be strictly limited and all persons with access bound by written confidentiality obligations.

11.3 Injunctive Relief. Under S.C. Code Ann. § 39-8-50, actual or threatened misappropriation may be enjoined. The aggrieved Party may seek temporary restraining orders, preliminary injunctions, and permanent injunctions without posting a bond to the maximum extent permitted by law.

11.4 Damages. Under S.C. Code Ann. § 39-8-60, a Party may recover damages for actual loss and unjust enrichment not addressed in actual loss. In lieu of other damage measures, a reasonable royalty may be assessed. If willful and malicious misappropriation exists, exemplary damages not exceeding twice the compensatory award may be granted.

11.5 Attorney's Fees. Under S.C. Code Ann. § 39-8-80, the court may award reasonable attorney's fees if willful and malicious misappropriation exists, a motion to terminate an injunction is made or resisted in bad faith, or a claim of misappropriation is made in bad faith.

11.6 Statute of Limitations. Under S.C. Code Ann. § 39-8-90, an action for misappropriation must be brought within three (3) years after the misappropriation is discovered or by reasonable diligence should have been discovered.

11.7 Preservation. The Parties shall seek protective orders in judicial and arbitral proceedings, consistent with S.C. Code Ann. § 39-8-70.

11.8 Federal Protections. The Deposit Materials are also protected under the Defend Trade Secrets Act (18 U.S.C. §§ 1836-1839). Remedies are cumulative.

11.9 Whistleblower Immunity. Per 18 U.S.C. § 1833(b), individuals are immune from liability for confidential disclosures to government officials or attorneys for reporting suspected legal violations, or in sealed court filings.

12. INTELLECTUAL PROPERTY

12.1 Ownership. Licensor retains all rights. Nothing transfers ownership.

12.2 No Implied Licenses. No license implied except as expressly stated.

12.3 Escrow Agent's Rights. Custodian only; no ownership or license rights.

12.4 Infringement Notice. Prompt notification; Licensor has first right to enforce.

13. WARRANTIES AND DISCLAIMERS

13.1 Licensor's Warranties. Licensor warrants: (a) ownership or necessary rights; (b) no known infringement; (c) no intentional malware; (d) completeness and accuracy; (e) authority; and (f) no conflicts.

13.2 Escrow Agent's Warranties. Authority, reasonable care, and adequate insurance.

13.3 Beneficiary's Warranties. Authority to enter this Agreement.

13.4 DISCLAIMER. EXCEPT AS IN SECTION 13.2, THE ESCROW AGENT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY.

13.5 RELEASE DISCLAIMER. UPON RELEASE, DEPOSIT MATERIALS ARE "AS IS" AND "WHERE IS."

14. INDEMNIFICATION

14.1 Licensor. Indemnifies Beneficiary and Escrow Agent against (a) IP infringement, (b) warranty breach, and (c) negligence or willful misconduct.

14.2 Beneficiary. Indemnifies Licensor and Escrow Agent against (a) unauthorized use, (b) warranty breach, and (c) negligence or willful misconduct.

14.3 Escrow Agent. Indemnifies against gross negligence or willful misconduct.

14.4 Procedures. Prompt notice, sole control, cooperation, no unauthorized settlement.

15. LIMITATION OF LIABILITY

15.1 Consequential Damages. EXCEPT FOR INDEMNIFICATION, CONFIDENTIALITY BREACHES, OR TRADE SECRET MISAPPROPRIATION, NO PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES.

15.2 Cap.

(a) Escrow Agent: total fees paid during the preceding twelve (12) months;
(b) Licensor: $[________________________________]; and
(c) Beneficiary: $[________________________________].

15.3 Essential Purpose. Limitations apply even if a remedy fails of its essential purpose.

16. TERM AND TERMINATION

16.1 Term. Commences on the Effective Date and continues until: (a) expiration of the Underlying Agreement; (b) mutual agreement; (c) termination upon [____] days' notice; or (d) expiration of the initial term of [________________________________].

16.2 Renewal. Automatic one (1) year renewals unless sixty (60) days' notice.

16.3 Escrow Agent Termination. Upon ninety (90) days' notice for nonpayment (sixty (60) days overdue) or cessation of services.

16.4 Effect. If no release, return and destruction within thirty (30) days. If released, Section 8 rights survive. Sections 2, 8, 10, 11, 12, 13, 14, 15, 17, and 18 survive.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law. This Agreement shall be governed by South Carolina law without conflict of laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

17.2 Venue. Exclusive jurisdiction in state and federal courts in:

☐ Richland County (Columbia), South Carolina
☐ Charleston County, South Carolina
☐ Other: [________________________________]

17.3 JURY WAIVER. TO THE FULLEST EXTENT PERMITTED BY SOUTH CAROLINA LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT SOUTH CAROLINA COURTS ENFORCE CONTRACTUAL JURY WAIVERS WHERE THE CONSENT IS KNOWING AND VOLUNTARY, BUT CONSTRUE SUCH WAIVERS STRICTLY. THE RIGHT TO A JURY TRIAL IS FUNDAMENTAL AND HIGHLY FAVORED UNDER SOUTH CAROLINA LAW. ACCORDINGLY, THE PARTY SEEKING TO ENFORCE THIS WAIVER MUST DEMONSTRATE THAT CONSENT WAS KNOWING AND VOLUNTARY. THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY'S AGREEMENT. EACH PARTY CERTIFIES THAT IT HAS READ AND UNDERSTANDS THIS WAIVER AND HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL.

17.4 Mediation. Before litigation or arbitration, the Parties shall attempt mediation administered by AAA or JAMS in [________________________________], South Carolina. Costs shared equally. Duration not to exceed thirty (30) calendar days.

17.5 Arbitration. If mediation fails within thirty (30) days, either Party may elect binding arbitration under AAA Commercial Arbitration Rules. Single arbitrator experienced in technology and IP, in [________________________________], South Carolina. The award shall be final and binding.

17.6 Injunctive Relief. Any Party may seek injunctive or equitable relief in any court to protect IP Rights, Trade Secrets, or Confidential Information without first resorting to mediation or arbitration.

17.7 Attorney's Fees. The prevailing party may recover reasonable attorney's fees and costs.

18. SOUTH CAROLINA-SPECIFIC PROVISIONS

18.1 South Carolina UETA. This Agreement may be executed electronically pursuant to the South Carolina Uniform Electronic Transactions Act (S.C. Code Ann. §§ 26-6-10 to 26-6-210). Electronic signatures have the same legal effect as original signatures.

18.2 South Carolina Unfair Trade Practices Act. The Parties acknowledge the South Carolina Unfair Trade Practices Act (S.C. Code Ann. §§ 39-5-10 et seq.), which prohibits unfair or deceptive acts or practices in trade or commerce. Nothing in this Agreement authorizes conduct violating this statute. Under S.C. Code Ann. § 39-5-140, a prevailing plaintiff may recover treble damages and reasonable attorney's fees. The Parties acknowledge that this is a commercial transaction between sophisticated entities and the terms herein are fair and reasonable.

18.3 Statute of Limitations. The Parties acknowledge:

(a) Written contract breach: three (3) years, pursuant to S.C. Code Ann. § 15-3-530(1);

(b) Trade secret misappropriation: three (3) years from discovery, pursuant to S.C. Code Ann. § 39-8-90; and

(c) Unfair trade practices: three (3) years, pursuant to S.C. Code Ann. § 15-3-530.

18.4 Bankruptcy Protections. The Deposit Materials constitute "intellectual property" under 11 U.S.C. § 101(35A), and Beneficiary's rights are protected under 11 U.S.C. § 365(n).

18.5 South Carolina Uniform Arbitration Act. Arbitration provisions are enforceable under the South Carolina Uniform Arbitration Act (S.C. Code Ann. §§ 15-48-10 to 15-48-240) and the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

18.6 South Carolina Computer Crime Act. Unauthorized access to, use of, or damage to computer systems or data may violate the South Carolina Computer Crime Act (S.C. Code Ann. §§ 16-16-10 to 16-16-40). The Parties acknowledge that criminal penalties and civil remedies may apply. Under S.C. Code Ann. § 16-16-30, violations are classified as felonies or misdemeanors depending on the value involved and may result in imprisonment and fines.

18.7 Hurricane and Disaster Preparedness. Given South Carolina's coastal exposure, the Escrow Agent shall maintain disaster recovery measures including off-site backup copies of the Deposit Materials at a geographically separate facility.

19. MISCELLANEOUS

19.1 Notices. Written delivery by personal service, overnight courier, certified mail, or email with confirmation.

19.2 Entire Agreement. This Agreement and the Underlying Agreement constitute the entire agreement on escrow matters. This Agreement controls on escrow conflicts.

19.3 Amendments. Written, signed by all Parties.

19.4 Assignment. No assignment without consent, except to Affiliates or successors assuming all obligations. Unauthorized assignment is void.

19.5 Force Majeure. No liability for delay from Force Majeure (excluding payments). Prompt notice, mitigation, and resumption required. Termination right after ninety (90) days.

19.6 Severability. Invalid provisions modified to minimum extent.

19.7 Counterparts. May be executed in counterparts.

19.8 No Third-Party Beneficiaries.

19.9 Independent Contractor. The Escrow Agent is an independent contractor.

19.10 Construction. No presumption against drafter. "Including" means "including without limitation."

20. SIGNATURES

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

LICENSOR

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Entity Name: [________________________________]

BENEFICIARY

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Entity Name: [________________________________]

ESCROW AGENT

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Entity Name: [________________________________]

21. SCHEDULES

SCHEDULE A: FEE SCHEDULE

SCHEDULE B: DEPOSIT MATERIALS INVENTORY

SCHEDULE C: VERIFICATION LEVELS AND PROCEDURES

Level 1: Inventory and Inspection — Confirm receipt, verify integrity, validate hashes. Timeframe: [____] Business Days.

Level 2: Compilation and Build — All Level 1 plus compile and build. Timeframe: [____] Business Days.

Level 3: Full Functional Testing — All Level 1 and 2 plus test execution and functional testing. Timeframe: [____] Business Days.

SCHEDULE D: RELEASE REQUEST FORM AND OBJECTION PROCEDURE

RELEASE REQUEST FORM

Date: [__/__/____]
To: [________________________________] (Escrow Agent)
From: [________________________________] (Beneficiary)
Re: Release Request — Agreement No. [________________________________]

Release Condition(s):

☐ Section 6.1(a): Insolvency or Bankruptcy
☐ Section 6.1(b): Cessation of Business
☐ Section 6.1(c): Material Breach
☐ Section 6.1(d): Extended Unavailability
☐ Section 6.1(e): Failure to Deposit
☐ Section 6.1(f): Unauthorized Assignment
☐ Section 6.1(g): Mutual Agreement

Factual Basis: [________________________________]

Supporting Documentation:

☐ Written notices to Licensor
☐ Cure period evidence
☐ Court filings or public records
☐ Service level reports
☐ Other: [________________________________]

Emergency Release: ☐ Yes ☐ No

Declaration: I declare under penalty of perjury under South Carolina law that the foregoing is true and correct.

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

This template is for informational purposes only and does not constitute legal advice. Review by a qualified South Carolina attorney is required.

South Carolina Jurisdiction — Last Updated: 2026-02-27