Source Code Trust Agreement Development

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SOURCE CODE TRUST AGREEMENT

This Source Code Trust Agreement (hereinafter referred to as the “Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}},

BY AND BETWEEN:

{{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”);

AND

{{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”);

AND

{{trustee_company_name}}, a company duly incorporated under the laws of {{trustee_jurisdiction}}, with its principal place of business at {{trustee_address}} (hereinafter referred to as the “Trustee”).

Collectively referred to as the “Parties”.

RECITALS

WHEREAS, the Depositor is the sole and exclusive owner of certain proprietary software and associated Source Code (hereinafter referred to as the “Source Code”) as more fully described in Schedule A attached hereto.

WHEREAS, the Beneficiary is a licensee or investor in the Depositor's software and requires assurance that the Source Code will be accessible under certain predefined circumstances.

WHEREAS, the Trustee is an independent third party willing to hold the Source Code in trust in accordance with the terms and conditions set forth in this Agreement.

APPOINTMENT OF TRUSTEE

The Depositor and the Beneficiary hereby appoint the Trustee to hold the Source Code in escrow, and the Trustee hereby accepts such appointment, subject to the terms and conditions contained herein. The Trustee shall act as a neutral third party and shall not be liable for any act or omission unless such act or omission constitutes gross negligence or willful misconduct.

DEPOSIT MATERIALS

The Depositor shall deliver to the Trustee, within {{number_of_days}} days of the Effective Date of this Agreement, the complete and executable Source Code, including all necessary documentation, build instructions, and any other materials required to compile, operate, and maintain the software (hereinafter collectively referred to as the “Deposit Materials”).

The Depositor shall notify the Trustee and the Beneficiary of any updates or new versions of the Source Code within {{update_notification_days}} days of their creation, and shall deposit such updates with the Trustee within a further {{deposit_update_days}} days.

The Depositor warrants and represents that the Deposit Materials are complete, accurate, and fully functional, enabling the Beneficiary to use, maintain, and modify the software as intended in the event of a release.

RELEASE CONDITIONS

The Trustee shall release the Deposit Materials to the Beneficiary upon the occurrence of any of the following “Release Events”:

a) The bankruptcy, insolvency, winding-up, or cessation of business of the Depositor.

b) A material breach by the Depositor of its software licensing agreement with the Beneficiary, which breach remains uncured for a period of {{cure_period_days}} days after written notice from the Beneficiary.

c) A written instruction signed by both the Depositor and the Beneficiary authorising such release.

d) A court order compelling the release of the Deposit Materials.

VERIFICATION

The Beneficiary shall have the right, once every {{verification_period_months}} months, to request verification that the Deposit Materials are complete and accurate. The Depositor shall cooperate fully with the Trustee and Beneficiary in conducting such verification, at the Beneficiary's reasonable expense. The verification process shall be mutually agreed upon by the Parties but shall at a minimum confirm the integrity and usability of the Source Code.

TERMINATION OF AGREEMENT

This Agreement shall remain in full force and effect until such time as:

a) All Deposit Materials have been released to the Beneficiary in accordance with this Agreement.

b) The Beneficiary provides written notice to the Trustee and Depositor that it no longer requires the Source Code to be held in trust.

c) The Parties mutually agree in writing to terminate this Agreement.

Upon termination, unless the Deposit Materials have been released to the Beneficiary, the Trustee shall return all Deposit Materials to the Depositor.

GOVERNING LAW AND DISPUTE RESOLUTION

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

Any dispute arising out of or in connection with this Agreement shall be referred to arbitration in {{arbitration_city}} in accordance with the rules of the {{arbitration_body}} by one arbitrator appointed in accordance with the said rules. The decision of the arbitrator shall be final and binding on the Parties.

GENERAL PROVISIONS

a) Entire Agreement: This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

b) Amendments: No amendment or modification of this Agreement shall be valid unless in writing and signed by all Parties.

c) Notices: All notices hereunder shall be in writing and sent to the addresses mentioned above.

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

e) Assignment: Neither this Agreement nor any rights or obligations hereunder may be assigned by any Party without the prior written consent of the other Parties.

SIGNATURES

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

_____________________________

For: {{depositor_company_name}}

Name: {{depositor_signatory_name}}

Title: {{depositor_signatory_title}}

_____________________________

For: {{beneficiary_company_name}}

Name: {{beneficiary_signatory_name}}

Title: {{beneficiary_signatory_title}}

_____________________________

For: {{trustee_company_name}}

Name: {{trustee_signatory_name}}

Title: {{trustee_signatory_title}}

_____________________________

WITNESS:

Name: {{witness_name}}

ID Number: {{witness_id_number}}