SOURCE CODE ESCROW AGREEMENT

State of Utah

Effective Date: [__/__/____]

Agreement Number: [________________________________]

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. Utah-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: [________________________________]
State of Organization: [________________________________]
Principal Place of Business: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

(b) Beneficiary:

Name: [________________________________]
State of Organization: [________________________________]
Principal Place of Business: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

(c) Escrow Agent:

Name: [________________________________]
State of Organization: [________________________________]
Principal Place of Business: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

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

1.2 Recitals

WHEREAS, Licensor has developed, owns, or controls certain proprietary software known as [________________________________] (the "Product"), including source code, object code, documentation, and related materials;

WHEREAS, Licensor and Beneficiary have entered into that certain [________________________________] dated [__/__/____] (the "Underlying Agreement"), granting Beneficiary a license to use or access the Product;

WHEREAS, Beneficiary desires continued access to the Product if Licensor is unable or unwilling to provide maintenance, support, or access under the Underlying Agreement;

WHEREAS, the Parties wish to establish an escrow arrangement for the deposit and conditional release of Deposit Materials;

WHEREAS, Escrow Agent provides technology escrow services and agrees to accept, hold, and release the Deposit Materials;

WHEREAS, the Deposit Materials may constitute trade secrets under the Utah Uniform Trade Secrets Act (Utah Code §§ 13-24-1 to 13-24-9); and

WHEREAS, the Parties desire to set forth the governing terms;

NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable consideration, the Parties agree:

2. DEFINITIONS

2.1 "Affiliate" means any entity controlling, controlled by, or under common control with a Party.

2.2 "Beneficiary" has the meaning in Section 1.1(b).

2.3 "Business Day" means any day other than Saturday, Sunday, or a day on which Utah banking institutions are authorized to close.

2.4 "Confidential Information" means all non-public information disclosed in connection with this Agreement, including Deposit Materials, terms, trade secrets, and business information marked or reasonably understood as confidential.

2.5 "Deposit Materials" means the Source Code, Documentation, Build Environment, Third-Party Components, and all materials deposited per Section 3 and Schedule B.

2.6 "Build Environment" means tools, compilers, libraries, scripts, configuration files, container definitions, and components needed to compile, build, test, and deploy the Product.

2.7 "Documentation" means technical documentation, manuals, API docs, architecture diagrams, schemas, deployment guides, and materials to understand, maintain, and operate the Product.

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

2.9 "Escrow Agent" has the meaning in Section 1.1(c).

2.10 "Escrow Agent Fees" means fees per Schedule A.

2.11 "Force Majeure Event" means events beyond reasonable control, excluding financial difficulties or insolvency.

2.12 "Intellectual Property Rights" means patents, copyrights, trademarks, trade secrets, and all IP rights.

2.13 "Licensor" has the meaning in Section 1.1(a).

2.14 "Losses" means damages, losses, liabilities, costs, and expenses including reasonable attorneys' fees.

2.15 "Objection Notice" means Licensor's written dispute of a Release Request.

2.16 "Personal Data" means data that identifies or is linked to an identifiable individual, as defined under the Utah Consumer Privacy Act (Utah Code § 13-61-101).

2.17 "Personal Information" means data as defined under Utah's data breach notification law (Utah Code § 13-44-102).

2.18 "Product" means the software in the Recitals and Schedule B.

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

2.20 "Release Request" means a written request for release.

2.21 "Source Code" means human-readable programming instructions with comments, annotations, and revision history.

2.22 "Third-Party Components" means third-party software incorporated into or required for the Product, with applicable licenses.

2.23 "Underlying Agreement" means the agreement in the Recitals.

2.24 "Update Deposit" means any deposit after the Initial Deposit.

2.25 "Verification" means inspection or testing per Section 5.

3. DEPOSIT MATERIALS

3.1 Required Deposit Materials

Licensor shall deposit:

(a) Complete Source Code including all modules, components, developed libraries, and files for compilation and operation;

(b) Build Environment: (i) build scripts; (ii) compiler specifications with versions; (iii) configuration files; (iv) container definitions; (v) CI/CD configurations;

(c) Third-Party Components: (i) identification by name, version, license; (ii) license agreements; (iii) procurement instructions for non-depositable items; (iv) confirmation of release-compatible licensing;

(d) Documentation: (i) architecture documents; (ii) database schemas and data dictionaries; (iii) API documentation; (iv) deployment guides; (v) administrator manuals; (vi) test plans; (vii) known issues;

(e) Database scripts, seed data, migration scripts, stored procedures;

(f) Encryption keys, certificates, and credentials with enhanced security; and

(g) Additional materials per Schedule B or necessary for a competent developer to build, deploy, and maintain the Product.

3.2 Format Requirements

Machine-readable, non-proprietary formats. Native Source Code with version control. Documentation in PDF, HTML, or Markdown. New, functional media.

3.3 UCPA Compliance

(a) To the extent Deposit Materials contain Personal Data as defined by the Utah Consumer Privacy Act (Utah Code §§ 13-61-101 et seq.), Licensor shall identify the categories of Personal Data, confirm lawful collection, and limit inclusion to what is strictly necessary.

(b) Escrow Agent shall process Personal Data only as needed to perform its obligations, functioning as a processor under the UCPA framework.

3.4 Completeness Certification

Signed certification with each deposit confirming completeness, accuracy, and sufficiency.

4. DEPOSIT AND UPDATE PROCEDURES

4.1 Initial Deposit

(a) Within [____] calendar days of the Effective Date via:

☐ Secure electronic upload ☐ Encrypted physical media ☐ SFTP ☐ Other: [________________________________]

(b) With certification and Schedule B.

(c) Escrow Agent acknowledges within five (5) Business Days with date, format, SHA-256 hashes, and deficiency notes.

4.2 Update Deposits

Per schedule (select one):

☐ Within [____] Business Days of each major release ☐ Within [____] Business Days of each minor release
☐ Quarterly ☐ Semi-annually ☐ Other: [________________________________]

Each includes updated materials, certification, and change log.

4.3 Deposit Verification by Escrow Agent

(a) Integrity, readability, SHA-256 hashes, Schedule B comparison, notification within five (5) Business Days.

(b) Deficiencies reported within ten (10) Business Days; Licensor cures within [____] Business Days.

4.4 Storage and Maintenance

Secure U.S. facility. At least [____] geographically separate backups. Integrity checks every [____] months.

5. VERIFICATION AND TESTING

5.1 Verification Options

(a) Level 1 — Inventory Verification. Presence, counts, structures, readability, hash verification, report.

(b) Level 2 — Technical Verification. Level 1 plus build attempt, dependency analysis, error documentation, report.

(c) Level 3 — Full Functional Verification. Levels 1-2 plus deployment, functional testing, conformity report.

5.2 Procedures

Written request; Escrow Agent provides timeline/cost within ten (10) Business Days. Secure environment. Licensor cooperates. Report within [____] Business Days.

5.3 Costs

☐ Beneficiary ☐ Licensor ☐ Split ☐ Other: [________________________________]

Licensor bears re-verification costs for its deficiencies.

5.4 Cure of Deficiencies

Cure within [____] Business Days. Material deficiencies: inability to compile, missing components, absent documentation, corrupted files. Failure to cure may be material breach.

6. RELEASE CONDITIONS

6.1 Release Trigger Events

(a) Bankruptcy or Insolvency. Voluntary petition, involuntary petition not dismissed within sixty (60) days, general assignment, receiver/trustee appointment, or adjudication of bankruptcy.

(b) Cessation of Business. Cessation of development, support, and maintenance; public discontinuation; or failure to maintain personnel.

(c) Material Breach. Uncured material breach of maintenance, support, or SLA obligations for [____] days after notice.

(d) Extended Unavailability. Product unavailable for [____] or more consecutive days, not from Force Majeure or Beneficiary.

(e) Deposit Failure. Failure continuing [____] Business Days after notice.

(f) Repudiation. Express written repudiation.

6.2 Bankruptcy Code — 11 U.S.C. § 365(n)

(a) The Underlying Agreement is a license of "intellectual property" under 11 U.S.C. § 101(35A).

(b) Beneficiary may retain rights under § 365(n) if the trustee rejects the Underlying Agreement.

(c) Retention requires continued royalty payments.

(d) This Agreement supplements § 365(n) rights.

6.3 Non-Release Events

Not triggers standing alone: (a) change of control with assumption; (b) assignment to creditworthy assignee; (c) temporary SLA interruptions; (d) good-faith disputes; (e) scheduled maintenance.

7. RELEASE PROCEDURES

7.1 Release Request

Schedule D form with Release Condition identification, facts, evidence, and officer's certification. Escrow Agent transmits to Licensor within two (2) Business Days.

7.2 Response Period

[____] Business Days to consent, object, or not respond. Consent or non-response triggers release in five (5) Business Days.

7.3 Objection

Objection Notice with grounds, evidence, certification. Escrow Agent holds pending resolution. Dispute resolution per Section 17. Release per agreement, court order, or arbitration award.

7.4 Expedited Release

Certification under penalty of perjury. Licensor has forty-eight (48) hours. Release within twenty-four (24) hours if no objection.

7.5 Partial Release

Available subject to objection procedures.

8. POST-RELEASE LICENSE RIGHTS

8.1 Grant of License

Non-exclusive, non-transferable, irrevocable license to use, copy, modify, compile, and create derivative works solely for maintaining, supporting, and operating the Product for internal business purposes.

Includes: compiling and building; deployment; bug fixes and patches; interfaces; contractor engagement.

8.2 Restrictions

No commercialization, resale, or sublicensing. No unrelated use. No reverse engineering beyond permitted purposes. No removal of notices. Contractors bound by NDAs.

8.3 Duration

Remainder of Underlying Agreement term (including renewals) or [____] years if the Underlying Agreement has terminated.

8.4 Confidentiality

Released materials remain Confidential Information. Need-to-know access with NDAs.

9. FEES AND PAYMENT

9.1 Escrow Agent Fees

Per Schedule A: (i) Setup: $[________________________________]; (ii) Annual: $[________________________________]; (iii) Deposit: $[________________________________]; (iv) Verification per Schedule A; (v) Release: $[________________________________]; (vi) Additional as quoted.

9.2 Allocation

9.3 Payment Terms

Thirty (30) days from invoice. U.S. dollars. Fees exclude taxes.

9.4 Late Payment

(a) Past-due amounts bear interest at the lesser of: (i) one and one-half percent (1.5%) per month; or (ii) the maximum rate permitted under Utah law, which is ten percent (10%) per annum absent a different written agreement, as provided under Utah Code § 15-1-1. The Parties may agree in writing to a higher rate for commercial transactions per Utah Code § 15-1-4.

(b) After sixty (60) days, Escrow Agent may suspend services on thirty (30) days' notice without destroying or releasing materials.

9.5 Fee Adjustments

Annual adjustments with sixty (60) days' notice. No increase exceeding the greater of three percent (3%) or CPI-U increase for the Salt Lake City metropolitan area.

10. CONFIDENTIALITY AND SECURITY

10.1 Obligations

Strict confidence. Disclosure to need-to-know personnel with NDAs, as required by law with notice, or with written consent. Survives for five (5) years, or for trade secrets, as long as the information qualifies.

10.2 Escrow Agent Security

(a) Physical: restricted access, intrusion detection, surveillance (90-day retention), environmental controls.

(b) Technical: AES-256 at rest, TLS 1.2+ in transit, role-based access, multi-factor authentication.

(c) Personnel: background checks, individual NDAs.

(d) Audit: access logs retained three (3) years.

10.3 Data Breach Notification — Utah Law

(a) In the event of unauthorized access, Escrow Agent shall notify Licensor and Beneficiary within seventy-two (72) hours of discovery.

(b) Under Utah's Protection of Personal Information Act (Utah Code §§ 13-44-101 to 13-44-301), if the breach involves Personal Information, Escrow Agent must conduct a reasonable and prompt investigation and provide notification to affected individuals in the most expedient time possible.

(c) If the breach affects more than five hundred (500) Utah residents, Escrow Agent shall also notify the Utah Attorney General (Utah Code § 13-44-202(5)).

(d) Escrow Agent shall contain the breach, prevent further unauthorized access, and mitigate harm at its expense.

11. TRADE SECRET PROTECTIONS

11.1 Acknowledgment

(a) The Deposit Materials may constitute "trade secrets" under the Utah Uniform Trade Secrets Act (Utah Code §§ 13-24-1 to 13-24-9), deriving independent economic value from not being generally known or readily ascertainable (Utah Code § 13-24-2(4)).

(b) Each Party shall implement reasonable efforts to maintain secrecy.

11.2 Protective Measures

Trade secret markings, need-to-know access with records, NDAs referencing Utah Code §§ 13-24-1 to 13-24-9, and protective orders if compelled to disclose.

11.3 Remedies

(a) Injunctive relief per Utah Code § 13-24-3, including TROs, preliminary, and permanent injunctions.

(b) Damages for actual loss and unjust enrichment per Utah Code § 13-24-4, or reasonable royalty.

(c) Exemplary damages up to twice the award for willful and malicious misappropriation (Utah Code § 13-24-4(2)).

(d) Attorneys' fees if bad faith or willful misappropriation (Utah Code § 13-24-5).

(e) Three (3) year statute of limitations from discovery (Utah Code § 13-24-7).

12. INTELLECTUAL PROPERTY

12.1 Ownership

Licensor retains all rights. Escrow Agent's possession is custodial. Beneficiary acquires rights only upon valid release.

12.2 Representations

Licensor: (a) ownership or sufficient rights; (b) no known infringement; (c) compliant Third-Party Components; (d) no conflicting exclusives; (e) no pending claims.

12.3 Third-Party IP

Identified in Schedule B. Licensor assists with post-release licenses. Procurement instructions for non-depositable items.

13. WARRANTIES AND DISCLAIMERS

13.1 Licensor Warranties

Authority, no conflicts, completeness, no malicious code, current version, ongoing obligations.

13.2 Escrow Agent Warranties

Authority, reasonable care, legal compliance including Utah data security, adequate insurance.

13.3 Beneficiary Warranties

Authority and proper use.

13.4 Disclaimer

EXCEPT AS SET FORTH HEREIN, NO WARRANTIES. MERCHANTABILITY, FITNESS, TITLE, AND NON-INFRINGEMENT DISCLAIMED. "AS IS" UPON RELEASE. Enforceable under Utah Code §§ 70A-2-316 and 70A-2a-214.

14. INDEMNIFICATION

14.1 By Licensor

For Losses from breach, third-party IP claims, gross negligence or willful misconduct, and improperly included Personal Information.

14.2 By Beneficiary

For Losses from breach, excess use, gross negligence or willful misconduct, and modification claims except original defects.

14.3 By Escrow Agent

For Losses from gross negligence or willful misconduct, unauthorized release/disclosure/loss, and breach of representations.

14.4 Procedures

Prompt notice, defense assumption, participation rights, settlement consent.

15. LIMITATION OF LIABILITY

15.1 Cap

EACH PARTY: FEES PAID/PAYABLE IN TWELVE (12) MONTHS. ESCROW AGENT: ESCROW AGENT FEES PAID IN TWELVE (12) MONTHS.

15.2 Consequential Damages Exclusion

NO INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES.

15.3 Carve-Outs

Indemnification, gross negligence/willful misconduct, confidentiality/trade secret breach, unauthorized release, excess license use, non-limitable liability under Utah law.

15.4 Essential Purpose

Limitations reflect fair risk allocation.

16. TERM AND TERMINATION

16.1 Term

[____] year(s). Auto-renews for [____]-year periods unless [____] days' notice. Terminates with Underlying Agreement unless agreed otherwise.

16.2 Early Termination

Breach (thirty days' cure), joint notice, Escrow Agent on ninety days' notice, immediate upon bankruptcy.

16.3 Effect

Return or destroy per Licensor. Post-release license survives. Surviving sections: 2, 8, 10, 11, 14, 15, 17, 19.

16.4 Wind-Down

Orderly completion. Escrow Agent maintains security.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law

Utah law, without conflict of laws. UN CISG does not apply.

17.2 Venue

Exclusive jurisdiction in state and federal courts in [________________________________] County, Utah (select one):

☐ Salt Lake County (Salt Lake City) — District of Utah (Central Division)
☐ Utah County (Provo) — District of Utah (Central Division)

Parties waive venue objections.

17.3 Jury Waiver

TO THE FULLEST EXTENT PERMITTED BY UTAH LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THIS WAIVER IS A MATERIAL INDUCEMENT AND IS MADE KNOWINGLY AND VOLUNTARILY.

Licensor Initials: [____] Beneficiary Initials: [____] Escrow Agent Initials: [____]

17.4 Escalation

Step 1: Contacts meet within ten (10) Business Days. Step 2: Senior management within twenty (20) Business Days. Step 3: Mediation if agreed, costs shared.

17.5 Arbitration (Optional)

☐ If checked, unresolved disputes shall be resolved by binding JAMS arbitration in [________________________________], Utah, before a single arbitrator. Utah law applies. Award final. Judgment in any Utah court. Injunctive relief for trade secrets available. The Utah Uniform Arbitration Act (Utah Code §§ 78B-11-101 to 78B-11-131) governs procedural matters.

17.6 Injunctive Relief

Available at any time for trade secrets, Confidential Information, or IP rights.

17.7 Attorneys' Fees

Prevailing Party recovers reasonable fees, costs, and expenses.

17.8 Statute of Limitations

Written contracts: six (6) years (Utah Code § 78B-2-309). Trade secret misappropriation: three (3) years from discovery (Utah Code § 13-24-7).

18. UTAH-SPECIFIC PROVISIONS

18.1 Electronic Signatures

(a) This Agreement may be executed electronically per the Utah Uniform Electronic Transactions Act (Utah Code §§ 46-4-101 to 46-4-503). Electronic signatures have the same legal effect as original signatures.

(b) Records and signatures are not denied effect solely because they are electronic (Utah Code § 46-4-107).

(c) Parties agree to conduct transactions electronically.

18.2 Utah Consumer Privacy Act (UCPA)

(a) To the extent Deposit Materials contain Personal Data subject to the Utah Consumer Privacy Act (Utah Code §§ 13-61-101 et seq., effective December 31, 2023), the Parties shall comply with all applicable requirements.

(b) Escrow Agent shall act as a "processor" under the UCPA with respect to any Personal Data in the Deposit Materials and shall: (i) process Personal Data only as directed by the controller; (ii) implement reasonable security measures; (iii) assist with consumer rights requests; and (iv) maintain confidentiality.

(c) Licensor shall identify any Personal Data in the Deposit Materials and ensure its inclusion is consistent with applicable privacy notices and the UCPA's requirements.

(d) Upon release, Beneficiary assumes UCPA compliance obligations for any Personal Data received, including honoring consumer opt-out rights for targeted advertising and sale of Personal Data (Utah Code § 13-61-302).

18.3 Consumer Protection

(a) Nothing herein limits rights under the Utah Consumer Sales Practices Act (Utah Code §§ 13-11-1 et seq.).

(b) The Act prohibits deceptive and unconscionable practices by suppliers of consumer goods and services.

(c) The Utah Division of Consumer Protection has enforcement authority.

18.4 Bankruptcy Considerations

Beneficiary's rights protected under 11 U.S.C. § 365(n). Automatic stay shall not prevent § 365(n) election.

18.5 Utah Technology Corridor Considerations

(a) The Parties acknowledge Utah's significant technology industry. To the extent the Product was developed by employees in Utah, the Parties should ensure that employment agreements regarding invention assignment comply with Utah law.

(b) Utah follows common law principles regarding employee inventions and work-for-hire doctrine. Licensor represents that it has obtained all necessary assignments from its employees and contractors for the Deposit Materials.

18.6 Business Entity Compliance

Each Party represents it is duly organized, validly existing, and in good standing, and qualified to do business in Utah as required.

19. MISCELLANEOUS

19.1 Notices

Written; personal delivery, one (1) Business Day after overnight courier, three (3) Business Days after certified mail, confirmed email with courier copy. To Section 1.1 addresses or as updated.

19.2 Assignment

No assignment without consent, except: Licensor to Product-business acquirer; Beneficiary to Affiliate or business acquirer. Void if unauthorized. Binds successors.

19.3 Force Majeure

No liability for delays with prompt notice and mitigation. Termination after [____] consecutive days.

19.4 Amendments

Written, signed by all Parties. No oral modifications. Written waivers only.

19.5 Severability

Invalid provisions reformed; remaining provisions continue.

19.6 Entire Agreement

Complete agreement with the Underlying Agreement. Supersedes prior agreements.

19.7 Counterparts

Executed in counterparts. Electronic execution valid.

19.8 No Third-Party Beneficiaries

Benefits only Parties and permitted assigns, except indemnification.

19.9 Independent Contractors

No partnership, joint venture, agency, or employment.

19.10 Precedence

Underlying Agreement controls license scope; this Agreement controls escrow.

20. SIGNATURES

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

LICENSOR:

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

BENEFICIARY:

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

ESCROW AGENT:

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

21. SCHEDULES

SCHEDULE A — FEE SCHEDULE

SCHEDULE B — DEPOSIT MATERIALS INVENTORY

Product Name: [________________________________]
Product Version: [________________________________]
Date: [__/__/____]
Type: ☐ Initial ☐ Update

Third-Party Components:

UCPA Personal Data Disclosure:

☐ Deposit Materials do NOT contain Personal Data under UCPA.
☐ Deposit Materials contain Personal Data: [________________________________]

Certification: I certify completeness, accuracy, and sufficiency.

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

SCHEDULE C — VERIFICATION PROCEDURES

Level 1: ☐ Inventory ☐ Hash ☐ Readability ☐ Report
Level 2: ☐ Level 1 ☐ Build ☐ Dependencies ☐ Errors ☐ Report
Level 3: ☐ Level 2 ☐ Deploy ☐ Functional test ☐ Report

SCHEDULE D — RELEASE AND OBJECTION FORMS

Release Request: To Escrow Agent from Beneficiary. Date: [__/__/____]

Conditions: ☐ Bankruptcy (6.1(a)) ☐ Cessation (6.1(b)) ☐ Breach (6.1(c)) ☐ Unavailability (6.1(d)) ☐ Deposit Failure (6.1(e)) ☐ Repudiation (6.1(f))

Facts: [________________________________]
Type: ☐ Standard ☐ Expedited ☐ Partial: [________________________________]

Certified under penalty of perjury under the laws of Utah.

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

Objection Notice: To Escrow Agent from Licensor. Date: [__/__/____]

Grounds: [________________________________]

Certified under penalty of perjury under the laws of Utah.

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

Sources and References

• Utah Uniform Trade Secrets Act: Utah Code §§ 13-24-1 to 13-24-9
• Utah UETA: Utah Code §§ 46-4-101 to 46-4-503
• Utah Consumer Privacy Act: Utah Code §§ 13-61-101 et seq.
• Utah Data Breach Notification: Utah Code §§ 13-44-101 to 13-44-301
• Utah Consumer Sales Practices Act: Utah Code §§ 13-11-1 et seq.
• Utah Interest Rate: Utah Code § 15-1-1
• Utah Statute of Limitations (Written Contracts): Utah Code § 78B-2-309
• Utah Uniform Arbitration Act: Utah Code §§ 78B-11-101 to 78B-11-131
• Federal Bankruptcy Code: 11 U.S.C. § 365(n)
• Federal Defend Trade Secrets Act: 18 U.S.C. §§ 1836-1839