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

{{company_name}} {{company_address}} Phone: {{phone}} Email: {{email}} Website: {{website}}

SOURCE CODE TRUST AGREEMENT

THIS SOURCE CODE TRUST AGREEMENT (hereinafter referred to as "Agreement") is made and entered into as of {{effective_date}}

BETWEEN:

{{licensor_company_name}}, a company duly incorporated under the laws of {{licensor_jurisdiction}}, with its principal place of business at {{licensor_address}} (hereinafter referred to as "Licensor");

AND

{{licensee_company_name}}, a company duly incorporated under the laws of {{licensee_jurisdiction}}, with its principal place of business at {{licensee_address}} (hereinafter referred to as "Licensee");

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 "Trustee").

B. The Licensor owns or has the right to license the Licensed Program (as defined below) and desires to place the Source Code of the Licensed Program in trust with the Trustee for the benefit of the Licensee.

C. The Licensee desires to have the Source Code of the Licensed Program held in trust to ensure its continued access and maintenance under the terms and conditions set forth herein.

1. DEFINITIONS

1.1. "Licensed Program" shall mean the software program known as "{{program_name}}", including all its components, modules, and related documentation.

1.2. "Source Code" shall mean the human-readable programming language instructions, together with all related design specifications, documentation, and explanatory comments, from which the Licensed Program can be compiled into an executable form.

1.3. "Deposit Material" shall mean the current version of the Source Code, related documentation, and any executable code of the Licensed Program deposited with the Trustee.

1.4. "Event of Release" shall mean any of the events specified in Clause 4.1.

1.5. "Trust Account" shall mean the secure repository maintained by the Trustee for the Deposit Material.

2. DEPOSIT OF SOURCE CODE

2.1. The Licensor shall deposit with the Trustee, within {{deposit_days}} days of the Effective Date, a complete and current copy of the Source Code for the Licensed Program, together with any necessary compilation tools and instructions for compiling the Source Code. This material shall be referred to as the "Deposit Material".

2.2. The Licensor shall update the Deposit Material with all new versions, releases, and fixes to the Licensed Program within {{update_days}} days of its commercial release or availability to the Licensee.

2.3. The Trustee shall maintain the Deposit Material in a secure and confidential manner, ensuring its integrity and availability.

3. VERIFICATION

3.1. The Licensee shall have the right, at its own expense, to request the Trustee to verify the completeness and operability of the Deposit Material. The Trustee shall facilitate such verification upon reasonable notice from the Licensee.

3.2. If the Deposit Material is found to be incomplete or inoperable, the Licensor shall take all necessary steps to rectify the deficiencies within {{rectification_days}} days of notification from the Trustee.

4. CONDITIONS FOR RELEASE OF DEPOSIT MATERIAL

4.1. The Trustee shall release the Deposit Material to the Licensee upon the occurrence of any of the following events (each an "Event of Release"):

(a) The Licensor files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors.

(b) The Licensor ceases to do business for a period of {{cessation_days}} consecutive days.

(c) The Licensor fails to provide maintenance and support for the Licensed Program as per the separate license agreement between Licensor and Licensee, and such failure continues for {{failure_days}} days after written notice from the Licensee.

(d) A court of competent jurisdiction orders the release of the Deposit Material.

4.2. Upon the occurrence of an Event of Release, the Licensee shall notify the Trustee in writing, providing evidence of such event. The Trustee shall, upon verification of the Event of Release, release the Deposit Material to the Licensee within {{release_days}} days.

5. USE OF RELEASED SOURCE CODE

5.1. Upon release, the Licensee 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 own internal business purposes.

5.2. The Licensee shall not sell, license, lease, or otherwise transfer the Source Code to any third party, except as necessary for the purpose of maintaining and supporting the Licensed Program as permitted herein.

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

6. TRUSTEE'S DUTIES AND LIABILITIES

6.1. The Trustee shall act solely as a stakeholder and shall not be responsible for the accuracy or completeness of the Deposit Material.

6.2. The Trustee shall be indemnified and held harmless by the Licensor and Licensee against any claims, damages, or expenses arising from its performance under this Agreement, except in cases of gross negligence or willful misconduct.

6.3. The Trustee shall be entitled to compensation for its services as set forth in a separate fee schedule agreed upon by the parties.

7. CONFIDENTIALITY

7.1. All parties agree to maintain the strict confidentiality of the terms of this Agreement and all information shared in connection herewith.

7.2. The Trustee shall treat the Deposit Material as confidential information and shall not disclose it to any third party, except as expressly permitted by this Agreement or by court order.

8. GOVERNING LAW AND DISPUTE RESOLUTION

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

8.2. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in {{arbitration_city}}, in accordance with the arbitration rules of the {{arbitration_institution}}.

9. GENERAL PROVISIONS

9.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

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

9.3. Notices: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail, or by reputable courier service to the addresses set forth above.

9.4. Assignment: Neither this Agreement nor any of the rights or obligations hereunder may be assigned or transferred by any party without the prior written consent of the other parties.

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

9.6. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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

LICENSOR:

__________________________

By: {{licensor_signatory_name}}

Title: {{licensor_signatory_title}}

Date: {{licensor_signature_date}}

LICENSEE:

__________________________

By: {{licensee_signatory_name}}

Title: {{licensee_signatory_title}}

Date: {{licensee_signature_date}}

TRUSTEE:

__________________________

By: {{trustee_signatory_name}}

Title: {{trustee_signatory_title}}

Date: {{trustee_signature_date}}