SOURCE CODE ESCROW AGREEMENT

Texas Jurisdiction

TABLE OF CONTENTS

1. Parties and Purpose
2. Deposit Materials
3. Deposits and Updates
4. Verification and Testing
5. Release Conditions
6. Release Procedures
7. Post-Release License Rights
8. Fees and Payment
9. Confidentiality and Security
10. Trade Secret Protections
11. Warranties and Disclaimers
12. Indemnities
13. Limitation of Liability
14. Term and Termination
15. Governing Law and Dispute Resolution
16. Texas-Specific Provisions
17. Miscellaneous
18. Schedules

1. PARTIES AND PURPOSE

• Licensor deposits source code and related materials for [PRODUCT] with Escrow Agent for the benefit of [BENEFICIARY] to ensure continuity upon defined trigger events.

2. DEPOSIT MATERIALS

• Source code, build scripts, configuration files, third-party dependencies (with licenses), documentation, and installation instructions.
• Include specific version/branch identifiers; machine-readable format requirements.

3. DEPOSITS AND UPDATES

• Initial deposit within [X] days of Effective Date; updates aligned to major/minor releases or at least [quarterly/biannually].
• Escrow Agent to confirm receipt and integrity; hash values recorded.

4. VERIFICATION AND TESTING

• Optional verification levels (inventory, compilation, full build) at Beneficiary's cost; Escrow Agent provides reports.
• Deficiencies cured by Licensor within [X] days.

5. RELEASE CONDITIONS

• Narrow triggers: (a) Licensor insolvency/bankruptcy with failure to continue support; (b) cessation of business for the Product; (c) material breach of maintenance/support with failure to cure [X] days; (d) failure to provide SaaS availability for [Y] consecutive days not due to force majeure.
• Exclusions: M&A or change of control alone is not a trigger.

6. RELEASE PROCEDURES

• Beneficiary submits sworn statement with evidence; Licensor notified and may object within [X] days; Escrow Agent follows objection/resolution process.
• Emergency interim access option for catastrophic outages (optional).

7. POST-RELEASE LICENSE RIGHTS

• Upon valid release, Beneficiary receives a non-exclusive, non-transferable license to use, maintain, and modify the Deposit Materials solely to support its licensed use of the Product; no right to commercialize or sublicense except to support vendors.
• Obligations to maintain confidentiality and comply with third-party licenses.

8. FEES AND PAYMENT

• Deposits, storage, verification, and release fees set in Schedule 1; paid by [Licensor/Beneficiary/split].

9. CONFIDENTIALITY AND SECURITY

• Escrow Agent confidentiality; secure storage requirements; restricted access; breach notification obligations.

10. TRADE SECRET PROTECTIONS

• Texas Trade Secrets Act: The Deposit Materials may constitute trade secrets under the Texas Uniform Trade Secrets Act (Tex. Civ. Prac. & Rem. Code Chapter 134A). All parties agree to maintain the confidentiality of the Deposit Materials and take reasonable measures to protect their trade secret status as required under Tex. Civ. Prac. & Rem. Code section 134A.002.
• Injunctive Relief: In the event of actual or threatened misappropriation of trade secrets, the aggrieved party shall be entitled to seek injunctive relief pursuant to Tex. Civ. Prac. & Rem. Code section 134A.003, in addition to damages and exemplary damages where willful and malicious misappropriation is proven.
• Whistleblower Immunity Notice: Pursuant to 18 U.S.C. section 1833(b) of the federal Defend Trade Secrets Act, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in confidence to a government official or attorney solely for the purpose of reporting or investigating a suspected violation of law.
• Preservation of Secrecy: The Escrow Agent shall implement commercially reasonable security measures to preserve the trade secret status of the Deposit Materials.

11. WARRANTIES AND DISCLAIMERS

• Licensor warrants it has rights to deposit materials; no malware intentionally inserted.
• Otherwise, materials provided "as is" upon release; no additional warranties.

12. INDEMNITIES

• Licensor indemnifies for third-party IP claims arising from Deposit Materials (subject to master agreement limitations).
• Beneficiary indemnifies for misuse beyond licensed rights.
• Escrow Agent indemnity limited to gross negligence/willful misconduct.

13. LIMITATION OF LIABILITY

• Caps consistent with master agreement; Escrow Agent typically limited to fees paid to it; carve-outs for willful misconduct/gross negligence.

14. TERM AND TERMINATION

• Term coterminous with maintenance/support term unless ended earlier by mutual agreement; termination procedures and return/destruction of deposits.

15. GOVERNING LAW AND DISPUTE RESOLUTION

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.
• Venue: The parties consent to exclusive jurisdiction and venue in the state and federal courts located in [Travis County (Austin) / Harris County (Houston) / Dallas County / Bexar County (San Antonio)], Texas. Each party waives any objection to venue in such courts and any claim of inconvenient forum.
• Jury Waiver: TO THE FULLEST EXTENT PERMITTED BY TEXAS LAW, EACH PARTY HEREBY 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. Each party acknowledges that this waiver is a material inducement for the other parties' agreement to this Agreement.
• Injunctive Relief: Notwithstanding any dispute resolution provisions, any party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or trade secrets.

16. TEXAS-SPECIFIC PROVISIONS

• Electronic Signatures: This Agreement may be executed electronically in accordance with the Texas Uniform Electronic Transactions Act (Tex. Bus. & Com. Code Chapter 322). Electronic signatures shall be legally binding and enforceable to the same extent as original signatures.
• Freedom of Contract: The parties acknowledge that Texas law strongly favors freedom of contract between commercial parties, and the terms of this Agreement represent a negotiated, arm's-length agreement.
• Waiver of Consumer Protections: To the extent any party is acting in a commercial capacity, such party waives any protections under the Texas Deceptive Trade Practices-Consumer Protection Act (Tex. Bus. & Com. Code Chapter 17, Subchapter E) to the extent permitted by section 17.49 thereof.
• Bankruptcy Considerations: In the event of Licensor's bankruptcy, Beneficiary's rights under this Agreement shall be subject to 11 U.S.C. section 365(n) regarding intellectual property licenses.
• Prevailing Party: In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs in accordance with Texas law.
• Statute of Limitations for Trade Secret Claims: Any action for misappropriation of trade secrets must be brought within three (3) years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered, as provided in Tex. Civ. Prac. & Rem. Code section 134A.006.

17. MISCELLANEOUS

• Notices, assignment, force majeure, amendments, counterparts; order of precedence relative to master agreement.

18. SCHEDULES

• Schedule 1: Fee Schedule.
• Schedule 2: Deposit Materials Inventory.
• Schedule 3: Verification Levels and Procedures.
• Schedule 4: Release Request Form and Objection Procedure.