Free Software Escrow Agreement Creator - Create Online

SOFTWARE ESCROW AGREEMENT

This Software Escrow Agreement (the "Agreement") is made and entered into as of the date last executed by the parties listed below :

1. TechPro Innovations Inc., a corporation organized under the laws of the State of Delaware, having its principal place of business at 100 Tech Drive, Dover, DE 19901, United States ("TechPro");

2. SecureTech Solutions LLC, a limited liability company organized under the laws of the State of Florida, having its principal place of business at 200 South Biscayne Blvd., Suite 2200, Miami, FL 33131, United States ("SecureTech"); and

3. Guardian Escrow Services LLC, a limited liability company organized under the laws of the State of New York, having its principal place of business at 123 Wall Street, New York, NY 10005, United States ("Guardian").

TechPro, SecureTech, and Guardian may be referred to individually as a "Party" or collectively as the "Parties."

1. DEFINITIONS

1.1. Software

"Software" means the proprietary software program(s) of TechPro outlined in Exhibit A, attached hereto.

1.2. Source Code

"Source Code" means the human-readable version of the Software, including any associated programming documentation, flowcharts, algorithms, and libraries.

1.3. Deposit Materials

"Deposit Materials" means the Software, the Source Code, and any other materials deposited with Guardian under this Agreement.

1.4. Release Conditions

"Release Conditions" means the events or conditions specified in Section 4 of this Agreement that, when met, require Guardian to release the Deposit Materials to SecureTech.

2. DEPOSIT OF MATERIALS

2.1. Initial Deposit

Within ten (10) days of the Effective Date of this Agreement, TechPro shall deliver the Deposit Materials to Guardian, in a format designated by Guardian.

2.2. Updates and Modifications

TechPro shall provide Guardian with updated versions of the Deposit Materials within thirty (30) days of any updates or modifications made by TechPro. Guardian shall replace the previous Deposit Materials with the updated Deposit Materials upon receipt.

3. ESCROW AGENT RESPONSIBILITIES

3.1. Storage and Protection

Guardian shall store and protect the Deposit Materials in a secure, environmentally-controlled facility, ensuring that the Deposit Materials are not subject to unauthorized access, copying, or distribution. Guardian shall have no right to, and shall not, use, reproduce, or disclose the Deposit Materials, except as provided in this Agreement.

3.2. Verification and Inspection

Upon receipt of the Deposit Materials, Guardian shall verify that the Deposit Materials are complete, accurate, and able to be compiled or assembled into a working version of the Software. Guardian shall promptly notify TechPro and SecureTech in writing of any deficiencies or errors found during verification, and TechPro shall remedy any such deficiencies or errors within ten (10) days of receiving such notice.

3.3. Release of Deposit Materials

Guardian shall release the Deposit Materials to SecureTech if, and only if, a Release Condition is satisfied, subject to the terms and procedures outlined in Section 4.

4. RELEASE CONDITIONS

4.1. Release Conditions Defined

Guardian shall release the Deposit Materials to SecureTech if any of the following Release Conditions occur:

(a) TechPro ceases to do business or declares bankruptcy;

(b) TechPro breaches an agreement with SecureTech, where such breach materially affects SecureTech's use of the Software and is not cured within thirty (30) days of written notice of the breach;

(c) TechPro is unable, or fails, to maintain and update the Software as required by its agreement with SecureTech;

(d) TechPro and SecureTech mutually provide written consent to Guardian.

4.2. Notification of Release Condition

Upon the occurrence of a Release Condition, SecureTech shall notify Guardian in writing, providing evidence of the Release Condition. Guardian shall promptly provide a copy of SecureTech's notice to TechPro.

4.3. Dispute and Resolution

If TechPro disputes the existence of a Release Condition within ten (10) days of receiving notice from Guardian, TechPro shall provide a written response to Guardian, who shall forward such response to SecureTech. If the Parties cannot resolve their dispute within thirty (30) days of TechPro's response, the Parties shall submit their dispute to binding arbitration in accordance with the American Arbitration Association's Commercial Arbitration Rules.

4.4. Release Procedure

If there is no dispute, or if the dispute is resolved in favor of SecureTech, Guardian shall release the Deposit Materials to SecureTech within five (5) days. SecureTech shall execute a license agreement with TechPro granting SecureTech the right to use and modify the Software and Source Code for its internal business purposes.

5. TERM AND TERMINATION

5.1. Term

This Agreement shall commence on the Effective Date and continue for a period of two (2) years unless earlier terminated in accordance with Section 5.2 below. This Agreement may be renewed for subsequent one (1) year terms by the mutual written agreement of the Parties.

5.2. Termination

(a) This Agreement may be terminated by TechPro or SecureTech upon thirty (30) days' written notice to Guardian if Guardian breaches any material term of this Agreement.

(b) This Agreement may be terminated by any Party upon thirty (30) days' written notice to the other Parties if their Software Agreement is terminated for any reason.

5.3. Obligations upon Termination

Upon termination of this Agreement, Guardian shall, at TechPro's direction, either return the Deposit Materials to TechPro or destroy them, providing written certification of such destruction to TechPro and SecureTech.

6. CONFIDENTIALITY

Guardian shall maintain in strict confidence all proprietary or confidential information embodied in the Deposit Materials, and shall not disclose, copy, or use such information except as specifically authorized in this Agreement. Guardian's obligations under this Section shall survive the termination of this Agreement.

7. MISCELLANEOUS

7.1. Notices

All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and deemed given when delivered personally or sent by e-mail, or on the third (3rd) day following the day such notice is deposited in the United States mail, postage prepaid, addressed to the respective Party at its address specified herein or such other address as a Party may designate by notice pursuant to this Section.

7.2. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the United States and the laws of the State of New York, without regard to its conflicts of law principles.

7.3. Amendments

This Agreement may only be amended in writing signed by all Parties.

7.4. Entire Agreement

This Agreement, including any attachments, represents the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior negotiations, discussions, and representations, either oral or written, relating to the same. All prior representations or agreements by either Party, written or oral, are merged in, and superseded by, this Agreement.

7.5. Counterparts

This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which taken together will constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

_________________________

TechPro Innovations Inc.

By: ______________________

Title: ____________________

_________________________

SecureTech Solutions LLC

By: ______________________

Title: ____________________

_________________________

Guardian Escrow Services LLC

By: ______________________

Title: ____________________