Source Code Trust Agreement Licensed Program

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Source Code Trust Agreement Licensed Program

Source Code Trust Agreement Licensed Program

Parties involved

This Source Code Trust Agreement ("Agreement") is made effective as of {{effective_date}} ("Effective Date"), by and among:

**A. Depositor:** {{depositor_company_name}} A company duly incorporated under the laws of {{depositor_jurisdiction}}, with its principal place of business at {{depositor_address}} (hereinafter referred to as the "Depositor").

**B. Beneficiary:** {{beneficiary_company_name}} A company duly incorporated under the laws of {{beneficiary_jurisdiction}}, with its principal place of business at {{beneficiary_address}} (hereinafter referred to as the "Beneficiary").

**C. Escrow Agent:** {{escrow_agent_company_name}} A company duly incorporated under the laws of {{escrow_agent_jurisdiction}}, with its principal place of business at {{escrow_agent_address}} (hereinafter referred to as the "Escrow Agent").

The Depositor and Beneficiary may be collectively referred to as the "Parties."

Recitals

WHEREAS, the Depositor is the owner and licensor of the Licensed Program, as defined herein;

WHEREAS, the Beneficiary has entered into a License Agreement with the Depositor for the use of the Licensed Program;

WHEREAS, for the protection of the Beneficiary's interests, the Parties desire to deposit the source code of the Licensed Program with the Escrow Agent, to be released to the Beneficiary only upon the occurrence of certain defined Triggering Events;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

Definitions

**"Licensed Program"** means the software product identified as {{licensed_program_name}} (Version: {{licensed_program_version}}), including all related documentation and intellectual property.

**"Source Code"** means the human-readable programming instructions, including all comments, flow charts, and other materials necessary to understand, recreate, and modify the Licensed Program.

**"License Agreement"** means the software license agreement entered into between the Depositor and the Beneficiary on or about {{license_agreement_date}}.

**"Deposit Materials"** means the Source Code and all related documentation and materials delivered by the Depositor to the Escrow Agent in accordance with this Agreement.

**"Triggering Event"** means any of the events specified in Section 6 of this Agreement upon which the Deposit Materials shall be released to the Beneficiary.

Deposit of Materials

The Depositor shall, no later than {{deposit_due_date}}, deposit with the Escrow Agent a complete and current copy of the Source Code of the Licensed Program, along with any necessary documentation for its compilation, operation, and maintenance (the "Deposit Materials").

The Depositor further agrees to update the Deposit Materials within {{update_period}} days of any new release or significant update to the Licensed Program, ensuring the Deposit Materials held by the Escrow Agent always accurately reflect the current version of the Licensed Program licensed to the Beneficiary.

Verification of Materials

The Beneficiary shall have the right, upon reasonable notice to the Escrow Agent and Depositor, to inspect and verify the completeness and operability of the Deposit Materials. Any costs associated with such verification shall be borne by the {{verification_cost_party}}.

The Escrow Agent shall provide reasonable facilities and assistance to the Beneficiary for such verification. Should the Deposit Materials be found incomplete or inoperable, the Depositor shall promptly rectify such deficiencies at its own expense.

Triggering Events for Release

The Escrow Agent shall release the Deposit Materials to the Beneficiary upon the occurrence of any of the following events:

a. **Bankruptcy or Insolvency:** The filing of a petition in bankruptcy by or against the Depositor, the appointment of a receiver or trustee for the Depositor, an assignment for the benefit of creditors, or the insolvency of the Depositor.

b. **Cessation of Business:** The Depositor ceasing to conduct its regular business operations related to the Licensed Program.

c. **Material Breach of License Agreement:** A material breach by the Depositor of its obligations under the License Agreement, which breach remains uncured for {{cure_period}} days after written notice from the Beneficiary.

d. **Failure to Support:** The Depositor's failure to provide essential maintenance and support services for the Licensed Program as stipulated in the License Agreement for a continuous period of {{support_failure_period}} days.

Release Procedure

Upon the occurrence of a Triggering Event, the Beneficiary shall provide written notice to the Escrow Agent and the Depositor, specifying the Triggering Event and providing supporting evidence.

The Escrow Agent shall, within {{release_notification_period}} days of receiving such notice and evidence, notify the Depositor of the Beneficiary's request.

If the Depositor does not dispute the occurrence of the Triggering Event within {{dispute_period}} days of receiving notice from the Escrow Agent, the Escrow Agent shall release the Deposit Materials to the Beneficiary.

If the Depositor disputes the occurrence of the Triggering Event, the Parties shall attempt to resolve the dispute through good faith negotiations. If the dispute cannot be resolved within {{negotiation_period}} days, either Party may seek resolution through {{dispute_resolution_method}}.

Use of Released Materials

Upon release of the Deposit Materials, the Beneficiary shall have a non-exclusive, perpetual, irrevocable, worldwide license to use, reproduce, modify, prepare derivative works of, and distribute the Source Code solely for the purpose of maintaining, supporting, and enhancing the Licensed Program for its internal business operations. This license expressly excludes the right to sublicense or distribute the Source Code to third parties, except as necessary for the Beneficiary's own maintenance and support of the Licensed Program.

The Beneficiary agrees to maintain the confidentiality of the Source Code and to use reasonable efforts to prevent its unauthorized disclosure or use.

Fees and Expenses

The fees for the Escrow Agent's services under this Agreement shall be paid by the {{fee_payer}} as per the Escrow Agent's fee schedule attached hereto as Schedule A. Any expenses incurred by the Escrow Agent in connection with this Agreement shall be reimbursed by the {{expense_payer}}.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{jurisdiction_for_disputes}}.

Signature Block

IN WITNESS WHEREOF, the Parties have executed this Source Code Trust Agreement as of the Effective Date first written above.

**DEPOSITOR:** By: _____________________________ Name: {{depositor_signatory_name}} Title: {{depositor_signatory_title}} Date: {{depositor_signature_date}}

**BENEFICIARY:** By: _____________________________ Name: {{beneficiary_signatory_name}} Title: {{beneficiary_signatory_title}} Date: {{beneficiary_signature_date}}

**ESCROW AGENT:** By: _____________________________ Name: {{escrow_agent_signatory_name}} Title: {{escrow_agent_signatory_title}} Date: {{escrow_agent_signature_date}}