SOURCE CODE ESCROW AGREEMENT

State of Wyoming

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. Wyoming-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;

WHEREAS, the Parties wish to establish an escrow 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 Wyoming Uniform Trade Secrets Act (Wyo. Stat. §§ 40-24-101 to 40-24-110); 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 Wyoming 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 materials per Section 3 and Schedule B.

2.6 "Build Environment" means tools, compilers, libraries, scripts, configuration files, container definitions, and components for compiling, building, testing, and deploying the Product.

2.7 "Documentation" means technical documentation, manuals, API docs, architecture diagrams, schemas, deployment guides, and materials for understanding, maintaining, and operating 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 Identifying Information" means data as defined under Wyo. Stat. § 40-12-501(a)(iv), including first name or first initial and last name combined with specified data elements.

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

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

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

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

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

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

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

2.24 "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 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

Integrity, readability, SHA-256 hashes, Schedule B comparison, notification within five (5) Business Days. Deficiencies within ten (10) Business Days; cure 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 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

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

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

(c) Material Breach. Uncured material breach for [____] days after notice.

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

(e) Deposit 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: change of control with assumption; creditworthy assignment; temporary SLA interruptions; good-faith disputes; scheduled maintenance.

7. RELEASE PROCEDURES

7.1 Release Request

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

7.2 Response Period

[____] Business Days. Consent or non-response triggers release within five (5) Business Days.

7.3 Objection

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

7.4 Expedited Release

Certification under penalty of perjury. Forty-eight (48) hour objection window. Release in twenty-four (24) hours if no objection.

7.5 Partial Release

Available subject to objection procedures.

8. POST-RELEASE LICENSE

8.1 Grant

Non-exclusive, non-transferable, irrevocable license for maintaining, supporting, and operating the Product for internal business purposes. Includes compiling, deploying, patching, interfacing, and contractor engagement.

8.2 Restrictions

No commercialization, resale, sublicensing, unrelated use, or notice removal. Contractors bound by NDAs.

8.3 Duration

Underlying Agreement term (including renewals) or [____] years if terminated.

8.4 Confidentiality

Released materials remain Confidential Information with need-to-know access.

9. FEES AND PAYMENT

9.1 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 shall bear interest at the lesser of: (i) one and one-half percent (1.5%) per month; or (ii) the maximum rate permitted under Wyoming law. Wyoming generally permits parties to agree to any lawful interest rate. Absent an agreement, the statutory interest rate is seven percent (7%) per annum (Wyo. Stat. § 40-14-106). Wyoming does not impose a general usury cap on commercial transactions between businesses, though consumer lending is regulated under the Wyoming Uniform Consumer Credit Code (Wyo. Stat. §§ 40-14-101 et seq.).

(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 with sixty (60) days' notice. Not exceeding three percent (3%) or CPI-U increase for the Mountain West region.

10. CONFIDENTIALITY AND SECURITY

10.1 Obligations

Strict confidence. Disclosure to need-to-know personnel with NDAs, as required by law, or with consent. Survives for five (5) years; trade secrets for their duration.

10.2 Escrow Agent Security

(a) Physical: restricted access, intrusion detection, surveillance, 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 — Wyoming Law

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

(b) Under Wyo. Stat. § 40-12-502, if the breach involves Personal Identifying Information, Escrow Agent must conduct a reasonable and prompt investigation and give notice as soon as possible to affected Wyoming residents if misuse has occurred or is reasonably likely to occur.

(c) Notice must be made in the most expedient time possible and without unreasonable delay, consistent with the legitimate needs of law enforcement and any measures necessary to determine the scope of the breach and restore system integrity.

(d) If the breach affects a significant number of individuals, substitute notice may be used if: (i) direct notification would cost more than two hundred fifty thousand dollars ($250,000); (ii) the affected class exceeds 500,000 persons; or (iii) insufficient contact information exists. Substitute notice includes email, conspicuous website posting, and notification to major statewide media.

(e) The Wyoming Attorney General may bring an action to enforce compliance with Wyo. Stat. § 40-12-502, to recover damages, or both.

(f) Escrow Agent shall contain the breach and mitigate harm at its expense.

11. TRADE SECRET PROTECTIONS

11.1 Acknowledgment

(a) The Deposit Materials may constitute "trade secrets" under the Wyoming Uniform Trade Secrets Act (Wyo. Stat. §§ 40-24-101 to 40-24-110), meaning information deriving independent economic value from not being generally known or readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, and that is the subject of reasonable efforts to maintain its secrecy (Wyo. Stat. § 40-24-101(d)).

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

11.2 Protective Measures

(a) Trade secret and confidentiality markings on all materials.

(b) Need-to-know access with written records.

(c) NDAs referencing Wyo. Stat. §§ 40-24-101 to 40-24-110.

(d) Protective order cooperation if compelled to disclose.

11.3 Remedies

(a) Injunctive relief for actual or threatened misappropriation per Wyo. Stat. § 40-24-103, including TROs, preliminary, and permanent injunctions. An injunction shall be terminated when the trade secret ceases to exist but may be continued to eliminate commercial advantage.

(b) Damages for actual loss and unjust enrichment per Wyo. Stat. § 40-24-102, or reasonable royalty in lieu. In addition to or in lieu of damages measured by other means, the court may order payment of a reasonable royalty for no longer than the period of time the use could have been prohibited.

(c) Exemplary damages up to twice the award for willful and malicious misappropriation (Wyo. Stat. § 40-24-102(b)).

(d) Attorneys' fees may be awarded if: (i) a misappropriation claim 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 (Wyo. Stat. § 40-24-104).

(e) A court shall preserve the secrecy of an alleged trade secret by reasonable means, which may include protective orders, in-camera hearings, sealing records, or ordering persons not to disclose the trade secret (Wyo. Stat. § 40-24-105).

(f) Three (3) year statute of limitations from the date the misappropriation is discovered or should have been discovered by the exercise of reasonable diligence (Wyo. Stat. § 40-24-106).

12. INTELLECTUAL PROPERTY

12.1 Ownership

Licensor retains all rights. Escrow Agent custodial only. Beneficiary acquires rights only upon release per Section 8.

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 Wyoming 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 Wyo. Stat. §§ 34.1-2-316 and 34.1-2A-214.

14. INDEMNIFICATION

14.1 By Licensor

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

14.2 By Beneficiary

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

14.3 By Escrow Agent

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

14.4 Procedures

Prompt notice, defense assumption, participation, settlement consent.

15. LIMITATION OF LIABILITY

15.1 Cap

EACH PARTY: FEES PAID/PAYABLE IN TWELVE (12) MONTHS. ESCROW AGENT: ESCROW AGENT FEES 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 use, non-limitable liability under Wyoming law.

15.4 Essential Purpose

Fair risk allocation. Apply notwithstanding failure of essential purpose.

16. TERM AND TERMINATION

16.1 Term

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

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. Security maintained.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law

Wyoming law, without conflict of laws. UN CISG excluded.

17.2 Venue

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

☐ Laramie County (Cheyenne) — District of Wyoming
☐ Natrona County (Casper) — District of Wyoming
☐ Other: [________________________________]

Parties waive venue objections.

17.3 Jury Waiver

TO THE FULLEST EXTENT PERMITTED BY WYOMING 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 [________________________________], Wyoming, before a single arbitrator. Wyoming law applies. Award final. Judgment in any Wyoming court. Injunctive relief for trade secrets available. The Wyoming Uniform Arbitration Act (Wyo. Stat. §§ 1-36-101 to 1-36-119) governs procedural matters.

17.6 Injunctive Relief

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

17.7 Attorneys' Fees

The prevailing Party shall recover reasonable attorneys' fees, costs, and expenses. Wyoming generally follows the American Rule (each party bears its own fees), but contractual fee-shifting provisions are enforceable.

17.8 Statute of Limitations

Written contract claims in Wyoming are subject to a ten (10) year statute of limitations (Wyo. Stat. § 1-3-105(a)(i)). Trade secret misappropriation: three (3) years from discovery (Wyo. Stat. § 40-24-106). For contracts for sale of goods under the UCC: four (4) years (Wyo. Stat. § 34.1-2-725).

18. WYOMING-SPECIFIC PROVISIONS

18.1 Electronic Signatures

(a) This Agreement may be executed electronically per the Wyoming Uniform Electronic Transactions Act (Wyo. Stat. §§ 40-21-101 to 40-21-119). Electronic signatures have the same legal effect as original signatures.

(b) A record or signature shall not be denied legal effect solely because it is electronic (Wyo. Stat. § 40-21-107).

(c) Parties agree to conduct transactions electronically. Consent may be implied from conduct.

18.2 Consumer Protection

(a) Nothing herein limits rights under the Wyoming Consumer Protection Act (Wyo. Stat. §§ 40-12-101 et seq.).

(b) The Act prohibits deceptive trade practices and provides for private actions as well as enforcement by the Wyoming Attorney General.

(c) Under Wyo. Stat. § 40-12-109, no action may be brought under the Act unless the consumer gives within one (1) year after initial discovery, or within two (2) years of the transaction (whichever is first), written notice to the alleged violator, and the practice remains an uncured unlawful deceptive trade practice.

18.3 Wyoming Data Privacy

(a) Wyoming does not currently have a comprehensive consumer privacy act. However, the data breach notification requirements of Wyo. Stat. § 40-12-502 apply.

(b) The Parties shall comply with all applicable Wyoming privacy laws as may be enacted or amended.

(c) Escrow Agent shall implement reasonable security measures for any Personal Identifying Information contained in the Deposit Materials.

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 Wyoming Business-Friendly Provisions

(a) The Parties acknowledge that Wyoming is recognized for its business-friendly legal environment, including no state income tax, strong LLC and corporate privacy protections, and a streamlined regulatory framework.

(b) Each Party represents it is duly organized, validly existing, and in good standing under the laws of its state of formation, and is authorized to transact business in Wyoming to the extent required by law.

(c) Wyoming law generally enforces choice-of-law provisions, forum selection clauses, and contractual limitations of liability, subject to principles of reasonableness and public policy.

18.6 Wyoming Uniform Arbitration Act

If arbitration is elected under Section 17.5, the Wyoming Uniform Arbitration Act (Wyo. Stat. §§ 1-36-101 to 1-36-119) governs procedural matters. Wyoming courts enforce arbitration agreements and awards consistent with both state and federal arbitration law.

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 notice and mitigation. Termination after [____] consecutive days.

19.4 Amendments

Written, all three Parties. No oral modifications. Written waivers only.

19.5 Severability

Invalid provisions reformed; remaining provisions continue.

19.6 Entire Agreement

Complete agreement with Underlying Agreement. Supersedes prior agreements.

19.7 Counterparts

Executed in counterparts. Electronic execution valid.

19.8 No Third-Party Beneficiaries

Parties and permitted assigns only, 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:

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 Wyoming.

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

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

Grounds: [________________________________]

Certified under penalty of perjury under the laws of Wyoming.

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

Sources and References

• Wyoming Uniform Trade Secrets Act: Wyo. Stat. §§ 40-24-101 to 40-24-110
• Wyoming UETA: Wyo. Stat. §§ 40-21-101 to 40-21-119
• Wyoming Data Breach Notification: Wyo. Stat. § 40-12-502
• Wyoming Consumer Protection Act: Wyo. Stat. §§ 40-12-101 et seq.
• Wyoming Interest Rate: Wyo. Stat. § 40-14-106
• Wyoming Statute of Limitations (Written Contracts): Wyo. Stat. § 1-3-105(a)(i)
• Wyoming Uniform Arbitration Act: Wyo. Stat. §§ 1-36-101 to 1-36-119
• Wyoming UCC (Sale of Goods SOL): Wyo. Stat. § 34.1-2-725
• Federal Bankruptcy Code: 11 U.S.C. § 365(n)
• Federal Defend Trade Secrets Act: 18 U.S.C. §§ 1836-1839