Source Code Trust Agreement 2

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SOURCE CODE TRUST AGREEMENT

This Source Code Trust Agreement ("Agreement") is made and entered into on this {{day}} day of {{month}}, {{year}} ("Effective Date"), by and among:

1. **DEPOSITOR:** {{depositor_company_name}}, a company duly incorporated and existing under the laws of {{depositor_country}}, with its principal place of business at {{depositor_address}} (hereinafter referred to as "Depositor").

2. **BENEFICIARY:** {{beneficiary_company_name}}, a company duly incorporated and existing under the laws of {{beneficiary_country}}, with its principal place of business at {{beneficiary_address}} (hereinafter referred to as "Beneficiary").

3. **ESCROW AGENT:** {{escrow_agent_company_name}}, a company duly incorporated and existing under the laws of {{escrow_agent_country}}, with its principal place of business at {{escrow_agent_address}} (hereinafter referred to as "Escrow Agent").

Depositor, Beneficiary, and Escrow Agent are hereinafter collectively referred to as the "Parties" and individually as a "Party".

RECITALS

WHEREAS, Depositor is the owner of certain proprietary software identified as {{software_name}} (the "Software"), including its source code, object code, design documentation, and other materials (collectively, the "Escrow Materials").

WHEREAS, Beneficiary has entered into a license agreement with Depositor for the use of the Software, dated {{license_agreement_date}} (the "License Agreement").

WHEREAS, the Parties desire to establish an escrow arrangement whereby the Escrow Materials are deposited with the Escrow Agent to ensure Beneficiary's continued access to and use of the Software in the event of certain trigger events.

DEPOSIT OF ESCROW MATERIALS

3.1. **Initial Deposit:** Within {{number_of_days}} days of the Effective Date, the Depositor shall deposit with the Escrow Agent a complete and current copy of the Escrow Materials, in a format mutually agreed upon by the Parties, along with a signed deposit verification form.

3.2. **Updates:** The Depositor shall deposit updated Escrow Materials with the Escrow Agent within {{number_of_days}} days of any material update, modification, or new version of the Software being released to the Beneficiary. Each update shall be accompanied by a signed deposit verification form.

VERIFICATION OF ESCROW MATERIALS

4.1. **Verification Request:** The Beneficiary may, at its sole cost and expense, request the Escrow Agent to verify the completeness and readability of the Escrow Materials. Such verification shall be conducted no more frequently than once every {{number_of_months}} months.

4.2. **Verification Process:** The Escrow Agent shall, upon receipt of a verification request from the Beneficiary, perform a verification procedure as agreed upon by the Parties. The Escrow Agent shall provide a written report to all Parties detailing the results of the verification.

RELEASE CONDITIONS

5.1. The Escrow Agent shall release the Escrow Materials to the Beneficiary upon the occurrence of any of the following events (each a "Release Condition"):

(a) The filing of a petition in bankruptcy by or against the Depositor, an assignment for the benefit of creditors, or the appointment of a receiver or trustee for the Depositor's assets.

(b) The Depositor ceasing to conduct business in the ordinary course or discontinuing support for the Software, as defined in the License Agreement.

(c) The Depositor's material uncured breach of the License Agreement, which breach has not been remedied within {{number_of_days}} days of written notice from the Beneficiary.

(d) A written instruction signed by both the Depositor and the Beneficiary directing the Escrow Agent to release the Escrow Materials to the Beneficiary.

RELEASE PROCEDURE

6.1. **Demand for Release:** Upon the occurrence of a Release Condition, the Beneficiary shall notify the Escrow Agent in writing, providing reasonable evidence of such Release Condition.

6.2. **Notice to Depositor:** The Escrow Agent shall, within {{number_of_days}} business days of receiving a demand for release from the Beneficiary, notify the Depositor in writing of such demand and provide a copy of the evidence submitted by the Beneficiary.

6.3. **Depositor's Objection:** The Depositor shall have {{number_of_days}} business days from receipt of the Escrow Agent's notice to object to the release of the Escrow Materials. Such objection must be in writing and state the reasons for the objection.

6.4. **Release or Arbitration:** If the Depositor does not object within the stipulated timeframe, the Escrow Agent shall release the Escrow Materials to the Beneficiary. If the Depositor objects, the Parties shall attempt to resolve the dispute amicably. If no resolution is reached within {{number_of_days}} days, the dispute shall be resolved through arbitration in accordance with Clause 9.

FEES AND EXPENSES

7.1. **Escrow Agent's Fees:** The fees for the Escrow Agent's services under this Agreement shall be as set forth in a separate fee schedule agreed upon by the Escrow Agent and {{paying_party_name}}.

7.2. **Payment:** All fees and expenses of the Escrow Agent shall be paid by {{paying_party_name}}.

7.3. **Default:** In the event of a default in the payment of fees, the Escrow Agent reserves the right to suspend its services or terminate this Agreement upon {{number_of_days}} days' written notice.

CONFIDENTIALITY

8.1. The Escrow Agent agrees to keep the Escrow Materials and all information related to this Agreement strictly confidential and shall not disclose them to any third party, except as required by law or as expressly permitted by this Agreement.

8.2. The Beneficiary agrees to keep the Escrow Materials confidential and use them solely for the purposes permitted under the License Agreement and this Agreement.

GOVERNING LAW AND DISPUTE RESOLUTION

9.1. **Governing Law:** This Agreement shall be governed by and construed in accordance with the laws of {{governing_country_SADC_member_state}}.

9.2. **Arbitration:** Any dispute, controversy, or claim arising out of or relating to this Agreement, including the breach, termination, or validity thereof, shall be finally settled by arbitration in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA). The arbitration shall be conducted in {{arbitration_city}}, by a single arbitrator appointed in accordance with the said rules.

GENERAL PROVISIONS

10.1. **Entire Agreement:** This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

10.2. **Amendments:** No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by all Parties.

10.3. **Notices:** Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail, or by reputable overnight courier, or by email with confirmation of receipt, to the addresses specified in Clause 1, or such other address as a Party may designate by written notice to the other Parties.

10.4. **Assignment:** This Agreement may not be assigned by any Party without the prior written consent of the other Parties.

10.5. **Severability:** If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

SIGNATURES

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

**DEPOSITOR:** _______________________________________

By: _______________________________________

Name: {{depositor_signatory_name}}

Title: {{depositor_signatory_title}}

Date: _______________________________________

**BENEFICIARY:** _______________________________________

By: _______________________________________

Name: {{beneficiary_signatory_name}}

Title: {{beneficiary_signatory_title}}

Date: _______________________________________

**ESCROW AGENT:** _______________________________________

By: _______________________________________

Name: {{escrow_agent_signatory_name}}

Title: {{escrow_agent_signatory_title}}

Date: _______________________________________