SOURCE CODE ESCROW AGREEMENT

State of West Virginia

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. West Virginia-Specific Provisions
19. Miscellaneous
20. Signatures
21. Schedules

1. PARTIES AND RECITALS

This Source Code Escrow Agreement ("Agreement") is entered into as of the Effective Date set forth above, by and among:

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

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

ESCROW AGENT:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]
State of Organization: [________________________________]

RECITALS

WHEREAS, Licensor has developed, owns, and maintains certain proprietary software known as [________________________________] (the "Software Product") and has licensed or is licensing the Software Product to Beneficiary pursuant to that certain [________________________________] dated [__/__/____] (the "Underlying Agreement");

WHEREAS, the Software Product includes valuable source code, build environments, documentation, and related materials that constitute proprietary trade secrets of Licensor under the West Virginia Uniform Trade Secrets Act, W.Va. Code section 47-22-1 et seq.;

WHEREAS, Beneficiary has a legitimate business interest in ensuring continued access to and use of the Software Product in the event Licensor is unable or unwilling to continue supporting, maintaining, or making the Software Product available;

WHEREAS, the parties desire to establish an escrow arrangement whereby Licensor shall deposit copies of the source code and related materials with Escrow Agent, to be held in trust and released to Beneficiary only upon the occurrence of certain specified conditions;

WHEREAS, Escrow Agent is in the business of providing technology escrow services and has agreed to serve as the neutral third-party custodian of the Deposit Materials;

WHEREAS, all parties acknowledge that this Agreement is governed by the laws of the State of West Virginia and that the Deposit Materials may be afforded trade secret protection under W.Va. Code section 47-22-1 et seq. and applicable federal intellectual property laws;

WHEREAS, the parties intend that in the event of Licensor's bankruptcy, Beneficiary's rights shall be protected under 11 U.S.C. section 365(n); and

WHEREAS, the parties desire to set forth their rights and obligations herein;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

2. DEFINITIONS

2.1 "Affiliate" means any entity controlling, controlled by, or under common control with a party (fifty percent (50%) or more voting interest).

2.2 "Business Day" means any day other than Saturday, Sunday, or bank holidays in Charleston, West Virginia.

2.3 "Confidential Information" means all non-public information disclosed in connection with this Agreement, including the Deposit Materials, trade secrets, business plans, financial information, customer data, and technical specifications.

2.4 "Deposit Materials" means all source code, object code, build scripts, compilation instructions, configuration files, database schemas, API documentation, technical documentation, user manuals, third-party component listings, encryption keys, passwords, and all other materials deposited pursuant to Section 3 and Schedule B.

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

2.6 "Escrow Account" means the secure repository maintained by Escrow Agent.

2.7 "Force Majeure Event" means events beyond reasonable control including acts of God, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil unrest, strikes, governmental action, power failure, or Internet disruption.

2.8 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and all other IP rights under West Virginia, federal, or foreign law.

2.9 "Misappropriation" has the meaning under W.Va. Code section 47-22-1(b).

2.10 "Personal Information" has the meaning under W.Va. Code section 46A-2A-101(3).

2.11 "Release Conditions" means the conditions in Section 6.

2.12 "Release Request" means a written request per Schedule D.

2.13 "Software Product" means [________________________________] and all updates, upgrades, patches, and new versions.

2.14 "Trade Secret" has the meaning under W.Va. Code section 47-22-1(d), including information that derives independent economic value from not being generally known and is subject to reasonable secrecy efforts.

2.15 "Underlying Agreement" means that certain [________________________________] dated [__/__/____].

2.16 "Update Deposit" means any deposit after the Initial Deposit per Section 4.2.

2.17 "Verification" means the examination and testing process under Section 5.

2.18 "Verification Report" means the written report upon Verification completion.

3. DEPOSIT MATERIALS

3.1 Scope. Licensor shall deposit all materials necessary for a reasonably skilled developer to compile, build, deploy, and maintain the Software Product, including at a minimum: (a) complete source code; (b) build scripts and compilation instructions; (c) configuration and deployment files; (d) database schemas, data dictionaries, and migration scripts; (e) third-party component list with versions, licenses, and acquisition instructions; (f) API documentation and integration guides; (g) technical documentation including architecture and data flow diagrams; (h) user manuals and installation guides; (i) encryption keys and credentials as permitted; (j) version control history; and (k) additional materials per Schedule B.

3.2 Format. Industry-standard, machine-readable formats, free of viruses and malware.

3.3 Completeness. Licensor warrants the Deposit Materials are sufficient for compilation, build, and deployment.

4. DEPOSIT AND UPDATE PROCEDURES

4.1 Initial Deposit. Within [____] Business Days of the Effective Date.

4.2 Updates. (a) Within [____] Business Days of each major release; (b) within [____] Business Days of each minor release; (c) no less than every [____] months; (d) within [____] Business Days of material third-party changes.

4.3 Procedures. (a) Delivery via ☐ secure electronic transfer ☐ encrypted media ☐ other: [________________________________]; (b) completed Deposit Inventory Form (Schedule B); (c) SHA-256 hash values; (d) Escrow Agent verification; (e) written confirmation within five (5) Business Days.

4.4 Failure to Deposit. Written notice with fifteen (15) Business Day cure period; failure constitutes material breach.

4.5 Supplemental Deposits. Permitted at any time with revised Deposit Inventory Form.

5. VERIFICATION AND TESTING

5.1 Right. Beneficiary may request Verification at any time during the term.

5.2 Tiers.

Tier 1 — Inventory: (a) Compare against Deposit Inventory; (b) verify hash values; (c) confirm readable format; (d) Report within ten (10) Business Days.

Tier 2 — Compilation: (a) All Tier 1; (b) independent expert compiles source code; (c) document results; (d) Report within twenty (20) Business Days.

Tier 3 — Full Build: (a) All Tiers 1-2; (b) deploy and test in test environment; (c) test against agreed criteria; (d) Report within thirty (30) Business Days.

5.3 Costs. ☐ Beneficiary ☐ Licensor ☐ Split ☐ Other: [________________________________]. Licensor bears costs if deficiencies are attributable to Licensor.

5.4 Cure. Licensor cures deficiencies within [____] Business Days.

5.5 Expert Confidentiality. Expert shall execute confidentiality agreement before access.

6. RELEASE CONDITIONS

6.1 Release Events.

(a) Bankruptcy or Insolvency. Licensor files for bankruptcy, has involuntary petition not dismissed within sixty (60) days, makes assignment for creditors, has receiver appointed, or is adjudicated insolvent, materially impairing Licensor's performance under the Underlying Agreement;

(b) Cessation of Business. Permanent discontinuation of the Software Product;

(c) Material Breach. Licensor materially breaches support obligations and fails to cure within [____] days of notice;

(d) Service Availability Failure. SaaS unavailability for [____] consecutive days or [____] cumulative days within [____] days, not caused by Force Majeure or Beneficiary;

(e) Failure to Maintain Escrow. Uncured failure to deposit within thirty (30) days of notice;

(f) Licensor Dissolution. Dissolution under the West Virginia Uniform Limited Liability Company Act (W.Va. Code Chapter 31B) or West Virginia Business Corporation Act (W.Va. Code Chapter 31D) without a successor assuming obligations; and

(g) Other. [________________________________].

6.2 Exclusions. Not Release Conditions: (a) change of control with assumption; (b) permitted assignment; (c) Force Majeure disruptions; (d) non-material disputes; (e) good-faith discontinuation of non-material features.

6.3 Bankruptcy Protections. Beneficiary's rights protected by 11 U.S.C. section 365(n). Deposit Materials are "intellectual property" under 11 U.S.C. section 101(35A).

7. RELEASE PROCEDURES

7.1 Release Request. Submit per Schedule D with: (a) description of Release Conditions; (b) supporting documentation; (c) sworn statement under West Virginia law; (d) identification of requested materials; (e) certification of concurrent Licensor notice.

7.2 Notice to Licensor. Within two (2) Business Days with copy of Release Request.

7.3 Objection Period. [____] Business Days for Licensor to submit written objection.

7.4 Disputed Release. (a) Escrow Agent withholds release; (b) fifteen (15) Business Day negotiation; (c) mediation or arbitration per Section 17; (d) release upon mutual agreement, final court order, or arbitration award.

7.5 Undisputed Release. Within five (5) Business Days after Objection Period.

7.6 Emergency Release. Sworn emergency declaration; Escrow Agent provides access within forty-eight (48) hours subject to: (a) Licensor notice; (b) limited use; (c) Licensor objection right; (d) confidentiality restrictions.

7.7 Delivery. Via ☐ secure electronic transfer ☐ encrypted media ☐ other: [________________________________].

8. POST-RELEASE LICENSE RIGHTS

8.1 License. Non-exclusive, non-transferable, limited license to: (a) continue operations; (b) maintain and fix errors; (c) compile for deployment; (d) create necessary derivative works.

8.2 Sublicense. Only to employees, contractors, and service providers under equivalent confidentiality obligations.

8.3 Restrictions. No unauthorized use, commercialization, reverse engineering of non-deposited portions, removal of proprietary notices, or competing product development.

8.4 Third-Party Components. Beneficiary is responsible for third-party licenses.

9. FEES AND PAYMENT

9.1 Fee Schedule. Per Schedule A: (a) Setup: $[________________________________]; (b) Annual Storage: $[________________________________]; (c) Deposit: $[________________________________]; (d) Verification: Tier 1: $[________________________________]; Tier 2: $[________________________________]; Tier 3: $[________________________________]; (e) Release: $[________________________________]; (f) Additional Services as agreed.

9.2 Responsibility. ☐ Licensor ☐ Beneficiary ☐ Split ☐ Other: [________________________________].

9.3 Payment Terms. Invoices payable within thirty (30) days. Late payments accrue interest at six percent (6%) per annum, the legal rate under W.Va. Code section 47-6-5, or the maximum permitted rate, whichever is less. No person upon any contract other than a contract in writing shall take for the loan or forbearance of money above the legal rate, as provided in W.Va. Code section 47-6-5. For written contracts, the parties may agree in writing to a different rate not exceeding the maximum permitted by law.

9.4 Fee Adjustments. Sixty (60) days' notice; increase not exceeding the greater of five percent (5%) or the Midwest Region CPI-U percentage increase.

9.5 Taxes. All fees exclude taxes. Responsible party pays applicable taxes, excluding Escrow Agent's income taxes.

10. CONFIDENTIALITY AND SECURITY

10.1 Obligations. Each party maintains confidentiality and uses Confidential Information only for this Agreement's purposes. Escrow Agent shall not access, use, copy, or disclose Deposit Materials except as authorized. Access restricted to those with need to know under written confidentiality obligations.

10.2 Security. Escrow Agent shall maintain: (a) AES-256 encryption at rest; (b) TLS 1.2+ in transit; (c) multi-factor authentication; (d) physical security; (e) annual security audits; (f) geographically redundant backup; (g) incident response procedures; (h) background checks.

10.3 Data Breach Notification. In the event of a breach of security affecting Personal Information, Escrow Agent shall:

(a) Give notice of the breach to affected West Virginia residents without unreasonable delay, consistent with W.Va. Code section 46A-2A-102;

(b) If more than one thousand persons are to be notified, also notify all consumer reporting agencies that compile and maintain files on consumers on a nationwide basis, as required by W.Va. Code section 46A-2A-102(d);

(c) Notify Licensor and Beneficiary promptly upon discovery;

(d) Contain the breach and prevent further unauthorized access;

(e) Investigate and provide a written report; and

(f) Cooperate in remediation. The West Virginia Attorney General may impose penalties of up to one hundred fifty thousand dollars ($150,000) per breach for violations of W.Va. Code section 46A-2A-101 et seq.

10.4 Exceptions. Obligations do not apply to information: (a) publicly available through no fault of recipient; (b) previously known; (c) independently developed; or (d) required by law to be disclosed with prompt notice.

11. TRADE SECRET PROTECTIONS

11.1 Acknowledgment. The Deposit Materials may constitute trade secrets under the West Virginia Uniform Trade Secrets Act, W.Va. Code section 47-22-1 et seq. (the "WV UTSA"). All parties shall take reasonable measures to maintain trade secret status.

11.2 Measures. (a) Mark materials "CONFIDENTIAL — TRADE SECRET"; (b) limit access to authorized persons under confidentiality agreements; (c) maintain access logs; (d) protect all copies; (e) return or destroy upon termination.

11.3 Injunctive Relief. In the event of actual or threatened misappropriation, the aggrieved party may obtain injunctive relief per W.Va. Code section 47-22-3, including temporary restraining orders and preliminary and permanent injunctions. An injunction shall be terminated when the trade secret has ceased to exist, but the injunction may be continued for an additional reasonable period of time in order to eliminate commercial advantage that otherwise would be derived from the misappropriation, as provided in W.Va. Code section 47-22-3(a).

11.4 Damages. A party may recover damages for actual loss and unjust enrichment not duplicative of actual loss. In lieu of damages measured by other methods, damages may be measured by imposition of a reasonable royalty. If willful and malicious misappropriation exists, exemplary damages not exceeding twice actual damages may be awarded, per W.Va. Code section 47-22-4.

11.5 Statute of Limitations. Actions must be brought within three (3) years of discovery or when discovery should have occurred through reasonable diligence, per W.Va. Code section 47-22-6.

11.6 Attorney's Fees. Courts may award reasonable fees if claims are made in bad faith or willful and malicious misappropriation exists, per W.Va. Code section 47-22-5.

11.7 Effect on Other Law. The WV UTSA does not affect contractual remedies, criminal remedies, or other civil remedies not based on misappropriation, as provided in W.Va. Code section 47-22-7.

12. INTELLECTUAL PROPERTY

12.1 Ownership. Licensor retains all rights in the Deposit Materials.

12.2 No Implied Licenses. No license except the express grant in Section 8 upon valid release.

12.3 Proprietary Markings. All copies bear Licensor's notices.

12.4 Federal Protections. The Deposit Materials may be protected by copyright (17 U.S.C. section 101 et seq.), patent (35 U.S.C. section 1 et seq.), and federal trade secret (18 U.S.C. section 1836 et seq.) laws.

13. WARRANTIES AND DISCLAIMERS

13.1 Licensor Warranties. (a) Full right to deposit and license; (b) no known IP infringement; (c) no intentional malicious code; (d) sufficiency for compilation; (e) all third-party consents obtained; (f) no conflict with other obligations.

13.2 Escrow Agent Warranties. (a) Capacity and expertise; (b) professional performance; (c) adequate insurance.

13.3 Beneficiary Warranties. (a) Authority; (b) compliance with license restrictions.

13.4 Disclaimer. EXCEPT AS EXPRESSLY WARRANTED, DEPOSIT MATERIALS ARE PROVIDED "AS IS" UPON RELEASE. LICENSOR DISCLAIMS ALL OTHER WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THIS DISCLAIMER COMPLIES WITH WEST VIRGINIA LAW AND THE WEST VIRGINIA UNIFORM COMMERCIAL CODE (W.VA. CODE § 46-2-101 ET SEQ.).

14. INDEMNIFICATION

14.1 Licensor. Licensor indemnifies Beneficiary and Escrow Agent from: (a) IP infringement claims; (b) Licensor's breach; (c) intentional malicious code; (d) Licensor's negligence or willful misconduct.

14.2 Beneficiary. Beneficiary indemnifies Licensor and Escrow Agent from: (a) unauthorized use; (b) Beneficiary's breach; (c) Beneficiary's negligence or willful misconduct.

14.3 Escrow Agent. Escrow Agent indemnifies from gross negligence or willful misconduct.

14.4 Procedures. (a) Prompt notice; (b) sole defense control; (c) cooperation at indemnifying party's expense.

15. LIMITATION OF LIABILITY

15.1 Escrow Agent Cap. LIABILITY LIMITED TO TWELVE (12) MONTHS' FEES, EXCLUDING GROSS NEGLIGENCE, WILLFUL MISCONDUCT, AND UNAUTHORIZED DISCLOSURE.

15.2 Licensor/Beneficiary Cap. EXCEPT FOR INDEMNIFICATION, CONFIDENTIALITY/TRADE SECRET BREACHES, AND GROSS NEGLIGENCE/WILLFUL MISCONDUCT, LIABILITY LIMITED TO THE GREATER OF TWELVE MONTHS' FEES OR $[________________________________].

15.3 Consequential Damages. NO INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EXCEPT FOR WILLFUL TRADE SECRET MISAPPROPRIATION, GROSS NEGLIGENCE/WILLFUL MISCONDUCT, OR CONFIDENTIALITY BREACHES.

15.4 Essential Purpose. LIMITATIONS APPLY TO THE FULLEST EXTENT UNDER WEST VIRGINIA LAW.

16. TERM AND TERMINATION

16.1 Term. From the Effective Date until: (a) Underlying Agreement expires (subject to Section 16.5); (b) mutual written agreement; (c) termination for cause; or (d) [________________________________].

16.2 Termination for Cause. (a) Material breach uncured within thirty (30) days; (b) bankruptcy or assignment for creditors (except where constituting a Release Condition).

16.3 Escrow Agent Termination. Ninety (90) days' notice if: (a) fees unpaid sixty (60) days; or (b) unable in good faith to perform.

16.4 Effect. (a) Return or destroy per Licensor's direction; (b) if no direction within thirty (30) days, destroy and certify; (c) accrued obligations survive; (d) confidentiality survives; (e) limitations and indemnification survive.

16.5 License Survival. If release occurred, license rights survive.

16.6 Survival. Sections 2, 8 (if release), 10, 11, 12, 13, 14, 15, 16.4-16.6, 17, 19.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law. This Agreement is governed by the laws of the State of West Virginia, without regard to conflict of laws. The UN Convention on Contracts for the International Sale of Goods does not apply.

17.2 Venue. Exclusive jurisdiction and venue in the state and federal courts in Kanawha County, West Virginia (including the United States District Court for the Southern District of West Virginia, Charleston Division).

17.3 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY WEST VIRGINIA LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES JURY TRIAL RIGHTS IN ANY ACTION ARISING FROM THIS AGREEMENT. EACH PARTY ACKNOWLEDGES (A) IT HAS READ THIS WAIVER, (B) IT HAS HAD OPPORTUNITY TO CONSULT COUNSEL, (C) THIS WAIVER IS A MATERIAL INDUCEMENT, AND (D) THIS WAIVER IS KNOWING AND VOLUNTARY. THE PARTIES ACKNOWLEDGE THAT WEST VIRGINIA COURTS SCRUTINIZE JURY WAIVER PROVISIONS AND THAT THIS WAIVER HAS BEEN NEGOTIATED AT ARM'S LENGTH BY SOPHISTICATED COMMERCIAL PARTIES WITH ACCESS TO LEGAL COUNSEL.

17.4 ADR. (a) Thirty (30) day negotiation; (b) mediation administered by [________________________________] in West Virginia; (c) ☐ binding arbitration administered by [________________________________] in West Virginia before [____] arbitrator(s) applying West Virginia law. The West Virginia Uniform Arbitration Act (W.Va. Code Chapter 55, Article 10) shall govern procedural matters.

17.5 Injunctive Relief. Any party may seek injunctive relief without ADR prerequisites.

17.6 Prevailing Party. Reasonable attorney's fees, costs, and expenses.

18. WEST VIRGINIA-SPECIFIC PROVISIONS

18.1 Electronic Signatures. This Agreement may be executed electronically per the West Virginia UETA, W.Va. Code section 39A-1-1 et seq. Electronic signatures have the same legal effect as original signatures per W.Va. Code section 39A-1-7.

18.2 Consumer Protection. Nothing limits rights under the West Virginia Consumer Credit and Protection Act, W.Va. Code section 46A-1-101 et seq. The West Virginia Attorney General may enforce consumer protection provisions.

18.3 West Virginia UCC. To the extent this Agreement involves goods under the West Virginia UCC (W.Va. Code Chapter 46), Article 2 applies as supplemented by this Agreement.

18.4 Data Breach. The parties shall comply with W.Va. Code section 46A-2A-101 et seq. Notification shall be made without unreasonable delay. If more than one thousand persons are affected, consumer reporting agencies must be notified. The West Virginia Attorney General may impose maximum penalties of one hundred fifty thousand dollars ($150,000) per breach. An entity that maintains its own notification procedures consistent with the timing requirements of the statute shall be deemed in compliance if it follows its own procedures.

18.5 Statute of Limitations. Written contract claims: ten (10) years under W.Va. Code section 55-2-6. Oral contract claims: five (5) years. Trade secret misappropriation: three (3) years under W.Va. Code section 47-22-6. The parties agree not to contractually shorten these periods to less than [____] years.

18.6 Interest Rate. The legal rate is six percent (6%) per annum (six dollars upon one hundred dollars for a year) under W.Va. Code section 47-6-5. No person upon any contract other than a contract in writing shall take for the loan or forbearance of money above the legal rate. For written contracts, the parties may agree to a higher rate. All interest charges shall comply with West Virginia law.

18.7 Forum Selection. The forum selection clause is enforceable under West Virginia law. West Virginia courts generally enforce forum selection clauses unless the challenging party demonstrates that the clause is unreasonable, unjust, or obtained through fraud or overreaching.

18.8 Prohibited Contract Clauses. The parties acknowledge W.Va. Code section 5A-3-62, which prohibits certain clauses in state government contracts. To the extent either party is a West Virginia state agency, the terms of this Agreement shall be interpreted consistent with the requirements of W.Va. Code section 5A-3-62.

18.9 West Virginia Arbitration. The West Virginia Uniform Arbitration Act (W.Va. Code Chapter 55, Article 10) governs arbitration proceedings. The parties acknowledge that West Virginia law, consistent with the Federal Arbitration Act, generally supports the enforceability of arbitration agreements in commercial contracts.

19. MISCELLANEOUS

19.1 Notices. Written notices deemed delivered: (a) upon personal delivery; (b) one (1) Business Day after overnight courier; (c) three (3) Business Days after certified mail; or (d) upon confirmed email with simultaneous copy by another method.

19.2 Assignment. No assignment without written consent. Beneficiary may assign to Affiliates or successors. Unauthorized assignments are void.

19.3 Force Majeure. No liability for Force Majeure delays with prompt notice, reasonable mitigation, and prompt resumption. Ninety (90) day termination right.

19.4 Entire Agreement. This Agreement and Schedules constitute the entire agreement.

19.5 Amendments. Written instrument signed by all three parties.

19.6 Waiver. Written waiver required.

19.7 Severability. Invalid provisions modified or severed.

19.8 Counterparts. May be executed in counterparts.

19.9 Headings. For convenience only.

19.10 Relationship. Independent contractors.

19.11 Third-Party Beneficiaries. None.

19.12 Precedence. This Agreement controls the escrow arrangement.

19.13 Construction. No presumption against drafter. "Including" means "without limitation."

20. SIGNATURES

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

LICENSOR:

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

BENEFICIARY:

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

ESCROW AGENT:

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

SCHEDULE A — FEE SCHEDULE

Late Payment Interest Rate: 6% per annum (W.Va. Code § 47-6-5)

SCHEDULE B — DEPOSIT MATERIALS INVENTORY

Deposit Date: [__/__/____]
Deposit Type: ☐ Initial Deposit ☐ Update Deposit ☐ Supplemental Deposit
Software Product Version: [________________________________]

Third-Party Components:

Depositor Certification: I certify this inventory is accurate and complete per Section 3.

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

SCHEDULE C — VERIFICATION LEVELS AND PROCEDURES

Tier 1 — Inventory Verification
☐ Compare against Deposit Inventory Form
☐ Verify SHA-256 hash values
☐ Confirm readable format
☐ Review documentation completeness
☐ Report within ten (10) Business Days

Tier 2 — Compilation Verification
☐ Complete Tier 1
☐ Engage independent expert
☐ Attempt compilation
☐ Document results
☐ Report within twenty (20) Business Days

Tier 3 — Full Build and Functionality
☐ Complete Tiers 1 and 2
☐ Deploy in test environment
☐ Execute functional tests
☐ Document results
☐ Report within thirty (30) Business Days

SCHEDULE D — RELEASE REQUEST FORM AND OBJECTION PROCEDURE

Release Request Form

To: [________________________________] (Escrow Agent)
From: [________________________________] (Beneficiary)
Date: [__/__/____]

Release Condition(s) Asserted:
☐ Bankruptcy or Insolvency (Section 6.1(a))
☐ Cessation of Business (Section 6.1(b))
☐ Material Breach (Section 6.1(c))
☐ Service Availability Failure (Section 6.1(d))
☐ Failure to Maintain Escrow (Section 6.1(e))
☐ Licensor Dissolution (Section 6.1(f))
☐ Other (Section 6.1(g)): [________________________________]

Description:
[________________________________]
[________________________________]

Documentation: ☐ Yes — [____] documents ☐ No — [________________________________]

Sworn Statement: I declare under penalty of perjury under the laws of the State of West Virginia that this Release Request is true, accurate, and complete.

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

Objection Procedure

Deadline: [____] Business Days from Licensor's receipt.

Required Contents:
☐ Specific grounds
☐ Supporting documentation
☐ Sworn statement

Resolution:
☐ Negotiation: 15 Business Days
☐ Mediation: If negotiation fails
☐ Arbitration or Litigation: If mediation fails

This Source Code Escrow Agreement template is provided for informational purposes only and does not constitute legal advice. It should be reviewed and customized by a qualified West Virginia attorney before use. Last updated: 2026-02-27.