SOURCE CODE ESCROW AGREEMENT

State of South Dakota

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

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

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

Licensor, Beneficiary, and Escrow Agent are each referred to herein individually as a "Party" and collectively as the "Parties."

WHEREAS, Licensor and Beneficiary have entered into that certain Software License Agreement dated [__/__/____] (the "License Agreement") pursuant to which Licensor has licensed to Beneficiary certain proprietary software known as [________________________________] (the "Software");

WHEREAS, Beneficiary desires to ensure continued access to the source code and related materials for the Software in the event that Licensor is unable or unwilling to continue to support, maintain, or make available the Software;

WHEREAS, Licensor is willing to deposit the source code and related materials for the Software with Escrow Agent pursuant to the terms and conditions set forth herein;

WHEREAS, Escrow Agent is willing to accept, hold, and release the Deposit Materials (as defined below) in accordance with the terms and conditions of this Agreement;

WHEREAS, this Agreement is governed by and shall be construed in accordance with the laws of the State of South Dakota, and the Parties acknowledge that South Dakota protects trade secrets under the South Dakota Uniform Trade Secrets Act (SDCL Ch. 37-29) and recognizes electronic transactions under the South Dakota Uniform Electronic Transactions Act (SDCL Ch. 53-12);

WHEREAS, the Parties intend that the Deposit Materials shall be treated as trade secrets and confidential information entitled to the highest degree of protection under South Dakota law; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the escrow of such materials.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

(a) "Acceptance Confirmation" means the written confirmation issued by Escrow Agent acknowledging receipt and acceptance of a Deposit or Deposit Update in conformity with this Agreement.

(b) "Beneficiary" has the meaning set forth in Section 1 of this Agreement.

(c) "Business Day" means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of South Dakota are authorized or required by law to remain closed.

(d) "Confidential Information" means all non-public information disclosed by any Party to another Party in connection with this Agreement, including without limitation the Deposit Materials, trade secrets, proprietary data, technical information, business plans, customer lists, financial information, and any other information that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

(e) "Cure Period" means the period of [____] ([____]) calendar days following receipt of written notice of a material breach during which the breaching party may cure such breach.

(f) "Deposit" or "Deposit Materials" means all source code, object code, build scripts, compilation instructions, configuration files, database schemas, API documentation, third-party component licenses, installation guides, user documentation, technical specifications, development environment requirements, test suites, and all other materials deposited by Licensor with Escrow Agent pursuant to this Agreement, as more particularly described in Schedule 2.

(g) "Deposit Update" means any update, revision, modification, enhancement, or new version of the Deposit Materials delivered by Licensor to Escrow Agent after the Initial Deposit.

(h) "Effective Date" means the date first written above.

(i) "Escrow Agent" has the meaning set forth in Section 1 of this Agreement.

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

(k) "Hash Value" means the SHA-256 cryptographic hash value computed for each file or archive included in the Deposit Materials, used for integrity verification purposes.

(l) "Initial Deposit" means the first complete deposit of the Deposit Materials by Licensor with Escrow Agent pursuant to Section 4 of this Agreement.

(m) "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, trade dress, moral rights, rights of publicity, and all other intellectual property rights of any kind, whether registered or unregistered, and all applications, renewals, extensions, and restorations thereof, now or hereafter in force and effect worldwide.

(n) "License Agreement" means the software license agreement between Licensor and Beneficiary referenced in the Recitals.

(o) "Licensor" has the meaning set forth in Section 1 of this Agreement.

(p) "Material Breach" means a breach of the License Agreement by Licensor that is material in nature, including but not limited to failure to provide maintenance, support, or updates as required thereunder.

(q) "Objection Notice" means a written notice from Licensor to Escrow Agent and Beneficiary objecting to a Release Request, as provided in Section 7(c).

(r) "Release Conditions" means the conditions that must be satisfied before Escrow Agent is authorized to release the Deposit Materials to Beneficiary, as set forth in Section 6.

(s) "Release Request" means a written request from Beneficiary to Escrow Agent requesting the release of the Deposit Materials, as set forth in Section 7(a).

(t) "Term" means the period during which this Agreement is in effect, as set forth in Section 16.

(u) "Verification" means the process of testing and inspecting the Deposit Materials to confirm their completeness, accuracy, and functionality, as set forth in Section 5.

(v) "Verification Report" means the written report prepared by Escrow Agent or its designated independent technical expert documenting the scope, methodology, findings, and conclusions of a Verification conducted under Section 5.

(w) "South Dakota UTSA" means the South Dakota Uniform Trade Secrets Act, SDCL Sections 37-29-1 through 37-29-11, as amended from time to time.

(x) "South Dakota UETA" means the South Dakota Uniform Electronic Transactions Act, SDCL Sections 53-12-1 through 53-12-24, as amended from time to time.

(y) "Force Majeure Event" means any event beyond the reasonable control of a Party that prevents or delays performance of its obligations, as described more fully in Section 19(f).

(z) "Commercially Reasonable" means, with respect to security measures, those measures that are consistent with prevailing industry standards for the protection of source code and trade secret materials, taking into account the nature and sensitivity of the materials, the costs of implementation, and the potential consequences of a breach.

3. DEPOSIT MATERIALS

(a) Scope of Deposit. Licensor shall deposit with Escrow Agent a complete and accurate copy of all materials necessary to enable a reasonably skilled software developer to compile, build, install, configure, maintain, and operate the Software without reliance on Licensor. The Deposit Materials shall include, without limitation, the items described in Schedule 2 attached hereto.

(b) Source Code Requirements. The source code included in the Deposit Materials shall be the complete, current, compilable source code for the Software, including all modules, libraries, frameworks, and components necessary for a full build. The source code shall include inline comments sufficient for a qualified developer to understand the code structure and logic.

(c) Build Environment. The Deposit Materials shall include complete documentation of the build environment, including without limitation: (i) operating system and version requirements; (ii) compiler and interpreter versions; (iii) third-party library and dependency specifications with version numbers; (iv) environment variable configurations; (v) build scripts and makefiles; and (vi) step-by-step build instructions.

(d) Third-Party Components. Licensor shall include in the Deposit Materials a complete inventory of all third-party components, libraries, frameworks, and tools required to build and operate the Software, together with: (i) copies of all applicable license agreements for such third-party components; (ii) information regarding how to obtain such third-party components; and (iii) documentation of any restrictions or limitations on the use of such third-party components.

(e) Documentation. The Deposit Materials shall include comprehensive technical documentation, including without limitation: (i) system architecture documentation; (ii) database schemas and data dictionaries; (iii) API specifications; (iv) installation and configuration guides; (v) administrator guides; and (vi) any other documentation reasonably necessary for a skilled developer to maintain and support the Software.

(f) Media and Format. All Deposit Materials shall be delivered on media or through delivery mechanisms specified in Schedule 2, in industry-standard formats that are readable without proprietary tools not included in the Deposit Materials.

(g) Version Control Information. The Deposit Materials shall include a complete version history log identifying: (i) the current version number of the Software; (ii) the date of the most recent release or update; (iii) a summary of changes since the prior version; (iv) branch and tag information from the version control system; and (v) any known issues or bugs in the current version.

(h) Security and Cryptographic Materials. If the Software uses encryption, digital certificates, or other cryptographic materials, the Deposit Materials shall include: (i) all cryptographic keys, certificates, and signing credentials necessary to build, deploy, and operate the Software; (ii) documentation of the cryptographic algorithms and protocols used; and (iii) information regarding how to obtain or renew certificates from applicable certificate authorities.

4. DEPOSIT AND UPDATE PROCEDURES

(a) Initial Deposit. Licensor shall deliver the Initial Deposit to Escrow Agent within [____] ([____]) Business Days following the Effective Date. The Initial Deposit shall include all Deposit Materials identified in Schedule 2.

(b) Deposit Updates. Licensor shall deliver Deposit Updates to Escrow Agent: (i) within [____] ([____]) Business Days following each major or minor release of the Software; and (ii) in any event, no less frequently than [☐ quarterly / ☐ semi-annually / ☐ annually]. Each Deposit Update shall include all changes, modifications, additions, and enhancements to the Deposit Materials since the prior Deposit or Deposit Update.

(c) Delivery Method. All Deposits and Deposit Updates shall be delivered via [☐ secure electronic transfer / ☐ encrypted physical media / ☐ secure cloud repository] as specified in Schedule 2. Licensor shall use AES-256 encryption or equivalent for all electronic transmissions of Deposit Materials.

(d) Hash Value Verification. With each Deposit or Deposit Update, Licensor shall provide to Escrow Agent and Beneficiary a manifest listing all files included in the Deposit or Deposit Update, together with the SHA-256 Hash Value for each file and for the complete archive. Escrow Agent shall verify the Hash Values upon receipt and shall notify Licensor and Beneficiary of any discrepancies within five (5) Business Days.

(e) Acceptance Confirmation. Within ten (10) Business Days following receipt of a Deposit or Deposit Update, Escrow Agent shall issue an Acceptance Confirmation to both Licensor and Beneficiary, confirming: (i) the date of receipt; (ii) the items received; (iii) Hash Value verification results; and (iv) any discrepancies or deficiencies noted.

(f) Cure of Deficiencies. If Escrow Agent identifies any deficiencies in a Deposit or Deposit Update, Licensor shall cure such deficiencies within fifteen (15) Business Days following receipt of written notice of such deficiencies. Failure to cure deficiencies within such period shall constitute a material breach of this Agreement by Licensor.

(g) Retention of Prior Deposits. Escrow Agent shall retain at least the two (2) most recent complete Deposits or Deposit Updates, unless otherwise agreed by the Parties in writing.

5. VERIFICATION AND TESTING

(a) Verification Levels. Beneficiary may, at its sole expense (unless otherwise agreed), request that Escrow Agent perform Verification of the Deposit Materials at one or more of the following levels:

(i) Level 1 — Inventory Verification. Escrow Agent shall verify that all items listed in Schedule 2 have been deposited and that the files are readable and not corrupted. This verification shall include confirmation of file counts, file sizes, and Hash Values.

(ii) Level 2 — Compilation Verification. In addition to Level 1 verification, Escrow Agent or its designated independent technical expert shall attempt to compile and build the Software from the deposited source code using the build instructions and environment specifications included in the Deposit Materials.

(iii) Level 3 — Full Functional Verification. In addition to Levels 1 and 2, Escrow Agent or its designated independent technical expert shall attempt to install, configure, and operate the compiled Software and execute such test cases as may be provided with the Deposit Materials to verify basic functionality.

(b) Verification Schedule. Verification may be requested: (i) within thirty (30) days following the Initial Deposit; (ii) within thirty (30) days following any Deposit Update; or (iii) at any other time during the Term upon not less than thirty (30) days' prior written notice to Licensor and Escrow Agent.

(c) Verification Reports. Escrow Agent shall deliver a written verification report to both Licensor and Beneficiary within twenty (20) Business Days following completion of the requested verification level. Each report shall describe the scope of verification performed, the results of such verification, and any deficiencies identified.

(d) Licensor Cooperation. Licensor shall cooperate in good faith with any verification process, including by providing reasonable access to technical personnel and responding promptly to questions about the Deposit Materials. Licensor shall cure any deficiencies identified during verification within twenty (20) Business Days of receiving the verification report.

(e) Verification Costs. Unless otherwise agreed in writing or set forth in Schedule 1, the costs of verification shall be borne by the requesting party. If verification reveals material deficiencies attributable to Licensor's failure to comply with its deposit obligations, Licensor shall reimburse the requesting party for all verification costs incurred.

(f) Independent Expert. Any independent technical expert engaged for Level 2 or Level 3 verification shall be subject to confidentiality obligations no less restrictive than those set forth in Section 10 of this Agreement and shall execute a non-disclosure agreement prior to accessing the Deposit Materials.

6. RELEASE CONDITIONS

(a) Release Trigger Events. Escrow Agent shall be authorized to release the Deposit Materials to Beneficiary upon the occurrence of any one or more of the following Release Conditions, subject to the procedures set forth in Section 7:

(i) Insolvency or Bankruptcy. Licensor files a voluntary petition in bankruptcy or is the subject of an involuntary petition in bankruptcy that is not dismissed within sixty (60) days of filing, makes a general assignment for the benefit of creditors, has a receiver or trustee appointed for all or substantially all of its assets, or is otherwise adjudicated as insolvent or bankrupt, provided that Licensor fails to provide Beneficiary with reasonable assurance within thirty (30) days that support and maintenance of the Software shall continue without material interruption.

(ii) Cessation of Business. Licensor ceases to conduct business in the ordinary course with respect to the Software, discontinues development or support of the Software, or announces that it will no longer support or maintain the Software.

(iii) Material Breach of Support or Maintenance. Licensor commits a Material Breach of its maintenance, support, or update obligations under the License Agreement and fails to cure such breach within the Cure Period after receiving written notice of such breach from Beneficiary.

(iv) Service Unavailability. If the Software is provided as a service (SaaS), the Software becomes unavailable or materially impaired for a period of [____] ([____]) consecutive calendar days, for reasons not attributable to force majeure events described in Section 19(f), and Licensor fails to restore availability within [____] ([____]) additional calendar days following written notice from Beneficiary.

(v) Failure to Deposit. Licensor fails to deliver a required Deposit or Deposit Update within thirty (30) days following written notice from Beneficiary that such delivery is overdue, and such failure continues for an additional fifteen (15) days following a second written notice.

(b) Exclusions. The following events shall not, standing alone, constitute Release Conditions: (i) a change of control, merger, acquisition, or reorganization of Licensor, provided the surviving entity assumes Licensor's obligations under the License Agreement and this Agreement; (ii) temporary service disruptions caused by scheduled maintenance or force majeure events; or (iii) disputes between the Parties regarding fees or payment obligations under the License Agreement that are subject to good-faith negotiation or dispute resolution.

(c) Federal Bankruptcy Protections. The Parties acknowledge that, in the event of Licensor's bankruptcy, Beneficiary's rights under this Agreement are subject to 11 U.S.C. Section 365(n). Beneficiary may elect to retain its rights under this Agreement as a licensee of intellectual property notwithstanding Licensor's rejection of the License Agreement in bankruptcy, subject to continued payment of royalties and compliance with the License Agreement. Nothing in this Agreement shall be construed to limit or impair Beneficiary's rights under 11 U.S.C. Section 365(n).

7. RELEASE PROCEDURES

(a) Release Request. Beneficiary shall initiate a release by delivering a Release Request to Escrow Agent and Licensor. The Release Request shall: (i) identify the specific Release Condition(s) that Beneficiary asserts have occurred; (ii) include a sworn statement or declaration executed by an authorized officer of Beneficiary certifying the facts supporting the claimed Release Condition(s); (iii) include such supporting documentation as is reasonably available to Beneficiary; and (iv) be substantially in the form attached as Schedule 4.

(b) Notice to Licensor. Escrow Agent shall promptly forward a copy of the Release Request to Licensor upon receipt. Licensor shall have [____] ([____]) Business Days from receipt of the Release Request (the "Objection Period") to deliver an Objection Notice to Escrow Agent and Beneficiary.

(c) Objection Notice. If Licensor delivers an Objection Notice within the Objection Period, the Objection Notice shall: (i) state the specific grounds for the objection; (ii) include a sworn statement or declaration executed by an authorized officer of Licensor setting forth the factual basis for the objection; and (iii) include such supporting documentation as is reasonably available to Licensor.

(d) No Objection. If Licensor does not deliver an Objection Notice within the Objection Period, Escrow Agent shall release the Deposit Materials to Beneficiary within ten (10) Business Days following expiration of the Objection Period.

(e) Disputed Release. If Licensor delivers a timely Objection Notice, the dispute shall be resolved as follows:

(i) The Parties shall first attempt to resolve the dispute through good-faith negotiations for a period of fifteen (15) Business Days.

(ii) If the Parties are unable to resolve the dispute through negotiation, either Party may submit the dispute to binding arbitration or judicial resolution in accordance with Section 17 of this Agreement.

(iii) Escrow Agent shall not release the Deposit Materials until the dispute is resolved by agreement of the Parties, by order of a court of competent jurisdiction, or by an arbitral award, except as provided in Section 7(f).

(f) Expedited Release. Notwithstanding the foregoing, if the Release Request is based on a Release Condition under Section 6(a)(i) (Insolvency or Bankruptcy) or Section 6(a)(ii) (Cessation of Business), and Beneficiary provides evidence reasonably satisfactory to Escrow Agent that immediate and irreparable harm will result from delay, Escrow Agent may release the Deposit Materials on an expedited basis, subject to Beneficiary's execution of an indemnification agreement holding Escrow Agent harmless from any claims arising from such expedited release.

(g) Escrow Agent Liability. Escrow Agent shall have no liability to any Party for releasing or refusing to release Deposit Materials in good faith in accordance with the procedures set forth in this Section 7, except to the extent of Escrow Agent's own gross negligence or willful misconduct.

8. POST-RELEASE LICENSE RIGHTS

(a) License Grant. Upon a valid release of the Deposit Materials pursuant to Section 7, Beneficiary shall receive a non-exclusive, non-transferable (except as provided in Section 8(d)), irrevocable, royalty-bearing license to use, copy, modify, compile, and create derivative works of the Deposit Materials solely to the extent necessary for Beneficiary to: (i) continue to use the Software in the manner and to the extent permitted under the License Agreement; (ii) maintain, support, and fix errors in the Software; and (iii) create modifications and enhancements to the Software for Beneficiary's internal use.

(b) Restrictions. Beneficiary shall not: (i) sublicense, distribute, sell, or otherwise make the Deposit Materials or any derivative works available to any third party, except to third-party contractors engaged by Beneficiary solely to provide maintenance and support services for Beneficiary's use of the Software; (ii) use the Deposit Materials for any purpose other than the purposes set forth in Section 8(a); (iii) reverse engineer, decompile, or disassemble any portion of the Software that is not included in the Deposit Materials; or (iv) remove, alter, or obscure any proprietary notices, labels, or markings on the Deposit Materials.

(c) Ongoing Obligations. Following a release, Beneficiary shall: (i) continue to comply with all confidentiality obligations set forth in Section 10; (ii) comply with all third-party license agreements applicable to third-party components included in the Deposit Materials; (iii) pay any ongoing royalties or license fees as required under the License Agreement; and (iv) maintain records of all persons who access the Deposit Materials.

(d) Limited Transfer Right. Beneficiary may transfer its rights under this Section 8 to a successor in interest to Beneficiary's business (whether by merger, acquisition, or sale of substantially all assets), provided that such successor agrees in writing to be bound by all of the terms and conditions of this Agreement applicable to Beneficiary.

(e) Duration. The license granted under this Section 8 shall continue for the remaining term of the License Agreement or, if the License Agreement has been terminated, for a period of [____] ([____]) years following the date of release, unless earlier terminated by mutual written agreement of Licensor and Beneficiary.

9. FEES AND PAYMENT

(a) Fee Schedule. Beneficiary shall pay to Escrow Agent the fees set forth in Schedule 1, which shall include, without limitation: (i) an annual escrow maintenance fee; (ii) deposit and deposit update processing fees; (iii) verification fees (at the applicable level); and (iv) release processing fees.

(b) Payment Terms. All fees shall be due and payable within thirty (30) days of the date of invoice. Escrow Agent shall submit invoices in writing to the address designated by the paying Party.

(c) Fee Allocation. Unless otherwise agreed by Licensor and Beneficiary in writing, the following fee allocation shall apply: (i) annual escrow maintenance fees shall be paid by [☐ Licensor / ☐ Beneficiary / ☐ split equally]; (ii) deposit processing fees shall be paid by Licensor; (iii) verification fees shall be paid by the requesting party; and (iv) release processing fees shall be paid by Beneficiary.

(d) Late Payment. Any amount not paid when due shall accrue interest at the rate of twelve percent (12%) per annum, which is the legal maximum interest rate under SDCL Section 54-3-4 in the absence of a written agreement fixing a different rate. The Parties acknowledge that under SDCL Section 54-3-1.1, there is no maximum interest rate or usury restriction between persons, corporations, limited liability companies, estates, fiduciaries, associations, or any other entities when the interest rate is established by written agreement. Notwithstanding the foregoing, the late payment interest rate under this Agreement shall not exceed [____]% per annum.

(e) Fee Adjustments. Escrow Agent may adjust the fees set forth in Schedule 1 no more than once per calendar year, upon not less than sixty (60) days' prior written notice to Licensor and Beneficiary. Any fee increase shall not exceed the greater of: (i) three percent (3%) of the prior year's fees; or (ii) the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) over the preceding twelve-month period.

(f) Taxes. All fees set forth in this Agreement are exclusive of any applicable sales, use, value-added, withholding, or other taxes. The paying Party shall be responsible for all such taxes (other than taxes on Escrow Agent's net income).

10. CONFIDENTIALITY AND SECURITY

(a) Confidentiality Obligations. Each Party agrees to hold in strict confidence all Confidential Information of the other Parties received in connection with this Agreement. No Party shall disclose, publish, or disseminate Confidential Information to any third party without the prior written consent of the disclosing Party, except: (i) to its employees, agents, contractors, and advisors who have a need to know and who are bound by written confidentiality obligations at least as restrictive as those set forth herein; (ii) as required by applicable law, regulation, or court order, provided that the receiving Party gives prompt written notice to the disclosing Party and cooperates with the disclosing Party's efforts to obtain protective orders; or (iii) to the extent necessary to enforce the receiving Party's rights under this Agreement.

(b) Escrow Agent Security Requirements. Escrow Agent shall maintain commercially reasonable physical, technical, and administrative security measures to protect the Deposit Materials, including without limitation: (i) AES-256 encryption or equivalent for all stored Deposit Materials; (ii) access controls limiting physical and electronic access to authorized personnel only; (iii) intrusion detection and prevention systems; (iv) regular security audits conducted at least annually; (v) off-site backup of all Deposit Materials; and (vi) documented disaster recovery and business continuity plans.

(c) Data Breach Notification — South Dakota. In the event of a breach of security affecting the Deposit Materials or any personal information contained therein, Escrow Agent shall comply with the notification requirements of SDCL Sections 22-40-19 through 22-40-26 (South Dakota data breach notification law), including without limitation: (i) conducting an investigation to determine the scope of the breach; (ii) notifying affected South Dakota residents no later than sixty (60) days after discovery of the breach; (iii) if the breach affects more than two hundred fifty (250) South Dakota residents, notifying the South Dakota Attorney General; and (iv) providing notice to the Parties within twenty-four (24) hours of discovery of any breach of security that may affect the Deposit Materials. The Parties acknowledge that under SDCL Section 22-40-25, failure to comply with the breach notification requirements may result in civil penalties of up to ten thousand dollars ($10,000) per day per violation.

(d) Return or Destruction. Upon termination of this Agreement, Escrow Agent shall, at the direction of Licensor, either return or destroy all Deposit Materials and copies thereof, and shall certify such return or destruction in writing. Destruction shall be accomplished by means of secure data destruction that renders the Deposit Materials unrecoverable.

(e) Survival. The confidentiality obligations set forth in this Section 10 shall survive the expiration or termination of this Agreement for a period of five (5) years; provided, however, that with respect to any information that constitutes a trade secret under SDCL Chapter 37-29, the confidentiality obligations shall survive for so long as such information remains a trade secret.

11. TRADE SECRET PROTECTIONS

(a) Trade Secret Status. The Parties acknowledge and agree that the Deposit Materials may constitute trade secrets as defined in SDCL Section 37-29-1(4), which defines a trade secret as information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (i) 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 (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. The Parties acknowledge that South Dakota adopted the Uniform Trade Secrets Act in 1994, codified at SDCL Sections 37-29-1 through 37-29-11.

(b) Reasonable Measures. Each Party shall take reasonable measures to maintain the trade secret status of the Deposit Materials, including without limitation: (i) limiting access to the Deposit Materials to only those individuals who have a demonstrated need to access such materials; (ii) requiring all individuals who access the Deposit Materials to execute written confidentiality agreements; (iii) maintaining physical and electronic security measures designed to prevent unauthorized access; (iv) marking all Deposit Materials with appropriate proprietary legends; and (v) implementing and enforcing internal policies regarding the handling of trade secret materials.

(c) Injunctive Relief. The Parties acknowledge that any unauthorized disclosure or use of the Deposit Materials may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in the event of any actual or threatened misappropriation of trade secrets, the aggrieved party shall be entitled to seek injunctive relief pursuant to SDCL Section 37-29-2, in addition to any other remedies available at law or in equity, without the necessity of posting a bond or other security (to the extent permitted by law).

(d) Damages. In addition to injunctive relief, a party injured by misappropriation of trade secrets may recover damages pursuant to SDCL Section 37-29-3, including: (i) the actual loss caused by misappropriation; and (ii) the unjust enrichment caused by misappropriation that is not taken into account in computing actual loss. In lieu of measuring damages by other methods, the damaged party may recover a reasonable royalty for the misappropriator's unauthorized use. If willful and malicious misappropriation exists, the court may award exemplary damages in an amount not exceeding twice the award of compensatory damages.

(e) Attorney's Fees. Pursuant to SDCL Section 37-29-5, a court may award reasonable attorney's fees to the prevailing party if: (i) a claim of misappropriation is made in bad faith; (ii) a motion to terminate an injunction is made or resisted in bad faith; or (iii) willful and malicious misappropriation exists.

(f) Statute of Limitations. The Parties acknowledge that under SDCL Section 37-29-6, an action for misappropriation must be brought within three (3) years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered. A continuing misappropriation constitutes a single claim.

(g) Preservation of Secrecy in Litigation. In any proceeding arising under this Agreement, the court shall preserve the secrecy of an alleged trade secret by reasonable means pursuant to SDCL Section 37-29-7, which may include granting protective orders, holding in-camera hearings, sealing records, and ordering persons involved in the litigation not to disclose trade secrets without prior court approval.

12. INTELLECTUAL PROPERTY

(a) Ownership. Nothing in this Agreement shall be construed to transfer, assign, or convey any ownership interest in the Deposit Materials or in any Intellectual Property Rights therein from Licensor to Beneficiary or Escrow Agent. Licensor shall retain all right, title, and interest in and to the Deposit Materials and all Intellectual Property Rights therein.

(b) Licensor Representations. Licensor represents and warrants that: (i) Licensor is the owner of, or has sufficient rights in, the Deposit Materials to enter into this Agreement and to grant the rights contemplated herein; (ii) the Deposit Materials do not infringe, misappropriate, or violate any Intellectual Property Rights of any third party; and (iii) Licensor has not previously granted any rights in the Deposit Materials that conflict with the rights granted to Beneficiary under this Agreement.

(c) No Implied Rights. Except as expressly set forth in this Agreement, no license or other right in or to the Deposit Materials or any Intellectual Property Rights therein is granted or implied under this Agreement.

(d) Third-Party Components. To the extent that the Deposit Materials include third-party components, Licensor represents and warrants that: (i) Licensor has all necessary rights and licenses to include such third-party components in the Deposit Materials; (ii) the inclusion of such third-party components does not violate any applicable license agreements; and (iii) the licenses for such third-party components permit Beneficiary's use of such components upon a valid release as contemplated by Section 8.

13. WARRANTIES AND DISCLAIMERS

(a) Licensor Warranties. Licensor warrants and represents that: (i) the Deposit Materials deposited with Escrow Agent are complete and accurate copies of the source code and related materials for the current version of the Software; (ii) the Deposit Materials, when used in accordance with the included build instructions, are sufficient to enable a reasonably skilled software developer to compile, build, and operate the Software; (iii) the Deposit Materials do not contain any viruses, malware, trojan horses, backdoors, time bombs, or other harmful code intentionally inserted by Licensor; (iv) Licensor has the full legal right and authority to deposit the Deposit Materials with Escrow Agent; and (v) Licensor shall maintain the Deposit Materials current and consistent with the production version of the Software.

(b) Escrow Agent Warranties. Escrow Agent warrants and represents that: (i) Escrow Agent shall maintain the Deposit Materials in accordance with commercially reasonable security standards; (ii) Escrow Agent shall not access, use, copy, or disclose the Deposit Materials except as expressly authorized by this Agreement; (iii) Escrow Agent maintains adequate insurance coverage for the services provided under this Agreement; and (iv) Escrow Agent shall perform its obligations under this Agreement in a professional and workmanlike manner.

(c) Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ESCROW AGENT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. ESCROW AGENT DOES NOT WARRANT THE COMPLETENESS, ACCURACY, OR FUNCTIONALITY OF THE DEPOSIT MATERIALS. UPON RELEASE, THE DEPOSIT MATERIALS ARE PROVIDED TO BENEFICIARY "AS IS" AND "AS AVAILABLE," AND BENEFICIARY ASSUMES ALL RISK ASSOCIATED WITH THE USE OF THE DEPOSIT MATERIALS.

14. INDEMNIFICATION

(a) Licensor Indemnification. Licensor shall indemnify, defend, and hold harmless Beneficiary and Escrow Agent and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or in connection with: (i) any breach of Licensor's representations or warranties set forth in this Agreement; (ii) any claim that the Deposit Materials infringe, misappropriate, or violate the Intellectual Property Rights of any third party; (iii) Licensor's negligence or willful misconduct in connection with the preparation, delivery, or maintenance of the Deposit Materials; or (iv) any breach by Licensor of its obligations under this Agreement.

(b) Beneficiary Indemnification. Beneficiary shall indemnify, defend, and hold harmless Licensor and Escrow Agent and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or in connection with: (i) Beneficiary's use of the Deposit Materials in any manner not authorized by this Agreement; (ii) any modification of the Deposit Materials by Beneficiary following a release that causes damage to a third party; or (iii) any breach by Beneficiary of its obligations under this Agreement.

(c) Escrow Agent Indemnification. Escrow Agent shall indemnify, defend, and hold harmless Licensor and Beneficiary and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or in connection with Escrow Agent's gross negligence or willful misconduct in performing its obligations under this Agreement.

(d) Indemnification Procedures. The Party seeking indemnification (the "Indemnified Party") shall: (i) promptly notify the indemnifying Party (the "Indemnifying Party") in writing of any claim for which indemnification is sought; (ii) grant the Indemnifying Party sole control over the defense and settlement of such claim (provided that the Indemnifying Party shall not settle any claim in a manner that imposes liability or obligations on the Indemnified Party without the Indemnified Party's prior written consent, which shall not be unreasonably withheld); and (iii) provide the Indemnifying Party with reasonable cooperation and assistance, at the Indemnifying Party's expense, in the defense of such claim.

(e) Failure to Notify. Failure by the Indemnified Party to provide prompt notice shall not relieve the Indemnifying Party of its indemnification obligations, except to the extent that such failure materially prejudices the Indemnifying Party's ability to defend the claim.

15. LIMITATION OF LIABILITY

(a) Aggregate Cap. EXCEPT FOR CLAIMS ARISING FROM BREACH OF CONFIDENTIALITY OBLIGATIONS (SECTION 10), MISAPPROPRIATION OF TRADE SECRETS (SECTION 11), OR INDEMNIFICATION OBLIGATIONS (SECTION 14), IN NO EVENT SHALL ANY PARTY'S AGGREGATE LIABILITY TO ANY OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID OR PAYABLE TO ESCROW AGENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

(b) Exclusion of Consequential Damages. EXCEPT FOR CLAIMS ARISING FROM BREACH OF CONFIDENTIALITY OBLIGATIONS (SECTION 10), MISAPPROPRIATION OF TRADE SECRETS (SECTION 11), OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) Escrow Agent Limitation. THE LIABILITY OF ESCROW AGENT UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL FEES ACTUALLY PAID TO ESCROW AGENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, EXCEPT IN THE CASE OF ESCROW AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

(d) South Dakota Enforceability. The limitations of liability set forth in this Section 15 shall be enforceable to the fullest extent permitted under South Dakota law. The Parties acknowledge that these limitations of liability represent a reasonable allocation of risk and form an essential basis of the bargain between the Parties. South Dakota courts generally enforce contractual limitation of liability provisions that are freely negotiated between commercial parties.

(e) Essential Purpose. The limitations of liability set forth in this Section 15 shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and shall survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

16. TERM AND TERMINATION

(a) Term. This Agreement shall commence on the Effective Date and shall continue in effect for an initial term of [____] ([____]) years (the "Initial Term"). Thereafter, this Agreement shall automatically renew for successive one (1) year periods (each, a "Renewal Term") unless any Party provides written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term. The Initial Term and any Renewal Terms are collectively referred to as the "Term."

(b) Termination for Convenience. Any Party may terminate this Agreement for convenience upon not less than ninety (90) days' prior written notice to the other Parties.

(c) Termination for Cause. Any Party may terminate this Agreement immediately upon written notice if: (i) another Party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach; (ii) another Party becomes insolvent, files for bankruptcy, or has a receiver appointed for its assets; or (iii) the License Agreement is terminated for any reason.

(d) Effect of Termination. Upon termination of this Agreement: (i) Escrow Agent shall, at the written direction of Licensor (or Beneficiary, if Licensor is unavailable), either return the Deposit Materials to Licensor or destroy the Deposit Materials and certify such destruction in writing; (ii) all accrued payment obligations shall survive and become immediately due and payable; and (iii) the provisions of Sections 2, 8, 10, 11, 12, 13, 14, 15, 17, 18, and 19 shall survive any termination or expiration of this Agreement.

(e) Pending Release. If a Release Request has been submitted and is pending at the time of termination, the termination shall not take effect with respect to the Deposit Materials until the Release Request has been finally resolved in accordance with Section 7.

17. GOVERNING LAW AND DISPUTE RESOLUTION

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota, without regard to its conflict of laws principles. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

(b) Venue and Jurisdiction. The Parties consent to the exclusive jurisdiction and venue of the state courts located in [☐ Hughes County (Pierre) / ☐ Minnehaha County (Sioux Falls)], South Dakota, and the United States District Court for the District of South Dakota, for any action arising out of or relating to this Agreement. Each Party irrevocably waives any objection to the laying of venue in such courts, including any objection based on inconvenient forum.

(c) Arbitration (Optional). In lieu of litigation, the Parties may elect to resolve disputes arising under this Agreement through binding arbitration administered by [☐ the American Arbitration Association / ☐ JAMS / ☐ other: [________________________________]] in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in [☐ Pierre / ☐ Sioux Falls], South Dakota. The arbitrator's award shall be final and binding on the Parties and may be entered as a judgment in any court of competent jurisdiction. The South Dakota Uniform Arbitration Act (SDCL Ch. 21-25A) shall apply to any such arbitration.

(d) JURY WAIVER. TO THE FULLEST EXTENT PERMITTED BY SOUTH DAKOTA LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THIS WAIVER. EACH PARTY ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS WAIVER PROVISION AND THAT IT HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING ITS RIGHTS.

(e) Injunctive Relief. Notwithstanding any dispute resolution provisions set forth in this Section 17, any Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights, trade secrets, or Confidential Information, without the necessity of proving actual damages or posting a bond or other security (to the extent permitted by South Dakota law).

(f) Prevailing Party Attorney's Fees. In any action or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs from the non-prevailing party, to the extent permitted by South Dakota law and applicable court rules.

18. SOUTH DAKOTA-SPECIFIC PROVISIONS

(a) Electronic Signatures. This Agreement may be executed by electronic signature in accordance with the South Dakota Uniform Electronic Transactions Act (SDCL Ch. 53-12). Pursuant to SDCL Section 53-12-7, a record or signature shall not be denied legal effect or enforceability solely because it is in electronic form. A contract shall not be denied legal effect or enforceability solely because an electronic record was used in its formation. The Parties consent to conducting the transactions contemplated by this Agreement by electronic means.

(b) Consumer Protection. Nothing in this Agreement shall be construed to limit any rights a Party may have under the South Dakota Deceptive Trade Practices and Consumer Protection Act (SDCL Ch. 37-24), to the extent applicable. The Parties acknowledge that SDCL Section 37-24-6 prohibits deceptive acts or practices in the conduct of any trade or commerce, and that violations may give rise to civil remedies under SDCL Section 37-24-31, allowing recovery of actual damages.

(c) UCC Applicability. To the extent the transactions contemplated by this Agreement are deemed to involve the sale of goods, the Uniform Commercial Code as adopted in South Dakota (SDCL Title 57A) shall apply to such transactions. The Parties acknowledge that to the extent the License Agreement involves a license of software rather than a sale of goods, Article 2 of the UCC may not apply, and the common law of contracts shall govern.

(d) South Dakota Privacy and Data Protection. The Parties shall comply with all applicable South Dakota privacy and data protection laws. If any personal information is included within the Deposit Materials, the Parties shall handle such information in accordance with SDCL Sections 22-40-19 through 22-40-26 (data breach notification) and any other applicable state and federal privacy laws.

(e) Usury Provisions. The Parties acknowledge that under SDCL Section 54-3-1.1, when the rate of interest is set by written agreement, there is no maximum or usury restriction between persons, corporations, limited liability companies, estates, fiduciaries, associations, or any other entities in South Dakota. Notwithstanding this provision, the interest rates set forth in this Agreement are intended to be commercially reasonable.

(f) Statute of Limitations. The Parties acknowledge that the statute of limitations for breach of written contract claims in South Dakota is six (6) years pursuant to SDCL Section 15-2-13. Actions for misappropriation of trade secrets must be brought within three (3) years under SDCL Section 37-29-6. Nothing in this Agreement shall be construed to extend or limit any applicable statute of limitations.

(g) Forum Selection Clause Enforceability. The Parties acknowledge that South Dakota courts generally enforce forum selection clauses that are freely negotiated and not unreasonable or unjust. The forum selection clause in Section 17(b) is intended to be enforceable under South Dakota law.

(h) South Dakota Assignment Law. The Parties acknowledge that under South Dakota law, contractual anti-assignment provisions are generally enforceable between commercial parties. Assignment restrictions in this Agreement are intended to be valid and enforceable to the fullest extent permitted under South Dakota law. Any attempted assignment in violation of this Agreement shall be void and of no effect.

(i) Compliance with South Dakota Consumer Protection Laws. The Parties shall conduct their activities under this Agreement in compliance with all applicable South Dakota consumer protection statutes, including SDCL Chapter 37-24 (Deceptive Trade Practices and Consumer Protection). The Parties acknowledge that the South Dakota Attorney General has authority to investigate and bring enforcement actions for violations of SDCL Section 37-24-6, and that actual damages may be recovered by affected persons under SDCL Section 37-24-31.

(j) South Dakota Arbitration. The Parties acknowledge that the South Dakota Uniform Arbitration Act (SDCL Ch. 21-25A) governs arbitration agreements and proceedings in South Dakota. Any arbitration clause in this Agreement shall be interpreted and enforced in accordance with that Act. The Parties further acknowledge that the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.) may also apply to arbitration agreements involving interstate commerce.

19. MISCELLANEOUS

(a) Entire Agreement. This Agreement, including all Schedules attached hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to such subject matter.

(b) Amendments. This Agreement may not be modified, amended, or supplemented except by a written instrument signed by all Parties or by electronic signatures in accordance with SDCL Chapter 53-12.

(c) Assignment. No Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Parties, except that Beneficiary may assign its rights under this Agreement to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets, provided that such successor agrees in writing to be bound by all terms and conditions of this Agreement.

(d) Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when: (i) delivered personally; (ii) sent by registered or certified mail, return receipt requested, postage prepaid; (iii) sent by a nationally recognized overnight courier; or (iv) sent by email with confirmation of receipt. Notices shall be sent to the addresses set forth below or to such other address as a Party may designate by written notice:

To Licensor: [________________________________]

To Beneficiary: [________________________________]

To Escrow Agent: [________________________________]

(e) Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall remain in full force and effect.

(f) Force Majeure. No Party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent that such delay or failure is caused by circumstances beyond the Party's reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, civil unrest, government actions, embargoes, fire, flood, earthquakes, power outages, telecommunications failures, or cyberattacks.

(g) Waiver. The failure of any Party to enforce any provision of this Agreement shall not constitute a waiver of such Party's right to enforce such provision or any other provision in the future.

(h) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery by electronic means shall be valid and effective.

(i) Headings. The section headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

(j) Relationship of Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship among the Parties.

(k) Order of Precedence. In the event of a conflict between the terms of this Agreement and the terms of the License Agreement, the terms of this Agreement shall control with respect to the escrow of the Deposit Materials and the release thereof.

(l) Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns.

(m) Cumulative Remedies. The rights and remedies of the Parties are cumulative and in addition to any other rights and remedies at law, in equity, or otherwise.

(n) Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction against the drafting Party. "Include," "includes," and "including" mean "including without limitation."

20. SIGNATURES

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

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

Late Payment Interest Rate: [____]% per annum (subject to SDCL Section 54-3-1.1)

SCHEDULE 2: DEPOSIT MATERIALS INVENTORY

☐ Complete source code for [________________________________] version [____]
☐ Build scripts and makefiles
☐ Compilation and build instructions
☐ Development environment specifications
☐ Third-party library source code or binaries (with applicable licenses)
☐ Database schemas and migration scripts
☐ API specifications and documentation
☐ Configuration files and templates
☐ Test suites and test data
☐ Installation and deployment guides
☐ System architecture documentation
☐ User and administrator documentation
☐ Cryptographic keys or certificates required for build (if applicable)
☐ Other: [________________________________]

Delivery Format: [☐ Encrypted ZIP archive / ☐ Git repository bundle / ☐ Encrypted physical media / ☐ Other: [________________________________]]

Encryption Standard: AES-256 or equivalent

SCHEDULE 3: VERIFICATION LEVELS AND PROCEDURES

Level 1 — Inventory Verification
☐ Confirm receipt of all items listed in Schedule 2
☐ Verify file integrity using SHA-256 Hash Values
☐ Confirm files are readable and not corrupted
☐ Verify media is in usable condition
☐ Document findings in verification report

Level 2 — Compilation Verification
☐ All Level 1 verification steps
☐ Set up build environment per included specifications
☐ Attempt compilation of source code
☐ Verify successful generation of executable software
☐ Document build process and any issues encountered

Level 3 — Full Functional Verification
☐ All Level 1 and Level 2 verification steps
☐ Install compiled software in test environment
☐ Execute included test suites
☐ Verify basic functionality and operational capability
☐ Document test results and any functional deficiencies

SCHEDULE 4: RELEASE REQUEST FORM AND OBJECTION PROCEDURE

RELEASE REQUEST FORM

To: [Escrow Agent Name and Address]
From: [Beneficiary Name and Address]
Date: [__/__/____]
Agreement Reference: Source Code Escrow Agreement dated [__/__/____]

The undersigned hereby requests the release of the Deposit Materials held pursuant to the above-referenced Agreement based on the following Release Condition(s):

☐ Section 6(a)(i) — Insolvency or Bankruptcy
☐ Section 6(a)(ii) — Cessation of Business
☐ Section 6(a)(iii) — Material Breach of Support or Maintenance
☐ Section 6(a)(iv) — Service Unavailability
☐ Section 6(a)(v) — Failure to Deposit

Statement of Facts:
[________________________________]
[________________________________]
[________________________________]

Supporting Documentation Attached:
☐ Yes — [describe]: [________________________________]
☐ No — explain: [________________________________]

I, the undersigned, hereby declare under penalty of perjury under the laws of the State of South Dakota that the foregoing is true and correct.

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

OBJECTION NOTICE FORM

To: [Escrow Agent Name and Address] and [Beneficiary Name and Address]
From: [Licensor Name and Address]
Date: [__/__/____]

The undersigned hereby objects to the Release Request dated [__/__/____] on the following grounds:

[________________________________]
[________________________________]
[________________________________]

Supporting Documentation Attached:
☐ Yes — [describe]: [________________________________]
☐ No — explain: [________________________________]

I, the undersigned, hereby declare under penalty of perjury under the laws of the State of South Dakota that the foregoing is true and correct.

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

This 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 South Dakota before use. Laws and regulations change frequently; verify all statutory citations before relying on this template. Do not use this template without professional legal review.

Prepared for use on the ezel.ai platform.