Source Code Escrow Agreement

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SOURCE CODE ESCROW AGREEMENT

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

1. {{Licensor_Company_Name}}, a company duly incorporated under the laws of [Country], with its principal place of business at {{Licensor_Company_Address}} (hereinafter referred to as "Licensor").

2. {{Licensee_Company_Name}}, a company duly incorporated under the laws of [Country], with its principal place of business at {{Licensee_Company_Address}} (hereinafter referred to as "Licensee").

3. {{Escrow_Agent_Company_Name}}, a company duly incorporated under the laws of [Country], with its principal place of business at {{Escrow_Agent_Company_Address}} (hereinafter referred to as "Escrow Agent").

(Collectively referred to as the "Parties" and individually as "Party")

RECITALS

WHEREAS, the Licensor has developed certain proprietary software, including its source code, hereinafter referred to as the "Software".

WHEREAS, the Licensee has entered into a Software License Agreement with the Licensor dated {{License_Agreement_Date}} ("License Agreement"), pursuant to which the Licensor has granted the Licensee a license to use the Software.

WHEREAS, the Parties desire to deposit the source code of the Software with an independent third party, the Escrow Agent, to ensure the continuity of the Licensee's business operations in the event of certain specified release conditions.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEPOSIT OF ESCROW MATERIALS

1.1. The Licensor shall deposit with the Escrow Agent the complete and current source code of the Software, together with all associated documentation, build instructions, and any other materials necessary to compile, understand, and maintain the Software (hereinafter collectively referred to as the "Escrow Materials").

1.2. The initial deposit of Escrow Materials shall be made within {{number_of_days}} days of the Effective Date of this Agreement.

1.3. The Licensor shall update the Escrow Materials with each new release, modification, or upgrade of the Software, or at least every {{update_frequency}} (e.g., six months), within {{number_of_days}} days of such event.

2. VERIFICATION OF ESCROW MATERIALS

2.1. The Licensee shall have the right, at its own expense, to request the Escrow Agent to verify the completeness and operability of the Escrow Materials. This verification may include, but is not limited to, compiling the source code and reviewing the documentation.

2.2. The cost of such verification shall be borne by the Licensee, unless the verification reveals a deficiency in the Escrow Materials, in which case the cost shall be borne by the Licensor.

3. RELEASE CONDITIONS

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

(a) The Licensor files for bankruptcy, becomes insolvent, or ceases to conduct its business operations for a period exceeding {{number_of_days}} days.

(b) The Licensor breaches any material term of the License Agreement or this Agreement and fails to cure such breach within {{number_of_days}} days after receiving written notice from the Licensee.

(c) The Licensor undergoes a change of control that, in the reasonable opinion of the Licensee, materially impairs the Licensor's ability to support the Software, and the Licensor fails to provide adequate assurances within {{number_of_days}} days.

(d) A court of competent jurisdiction orders the release of the Escrow Materials.

3.2. Upon the occurrence of a Release Condition, the Licensee shall notify the Escrow Agent in writing, providing evidence of such Release Condition.

4. RIGHTS UPON RELEASE

4.1. Upon release of the Escrow Materials to the Licensee, the Licensee shall have a non-exclusive, perpetual, irrevocable, worldwide license to use, reproduce, modify, and create derivative works of the Software solely for its internal business purposes and for the purpose of supporting and maintaining the Software for its own use.

4.2. The Licensee shall not sublicense, distribute, or otherwise transfer the Escrow Materials or any derivative works thereof to any third party, except as is strictly necessary for its internal support and maintenance of the Software.

5. FEES AND EXPENSES

5.1. The Licensor shall be responsible for paying all initial fees and ongoing annual fees of the Escrow Agent, as set forth in the separate Escrow Agent Fee Schedule.

5.2. The Licensee shall be responsible for paying any fees associated with verification requests or release requests, unless otherwise specified herein.

6. TERM AND TERMINATION

6.1. This Agreement shall commence on the Effective Date and shall remain in full force and effect until the termination of the License Agreement or until all obligations under this Agreement have been fulfilled, whichever is later.

6.2. This Agreement may be terminated by mutual written consent of the Parties.

7. GOVERNING LAW AND DISPUTE RESOLUTION

7.1. This Agreement shall be governed by and construed in accordance with the laws of [Country].

7.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of the [Arbitration Institution] in [City, Country].

8. CONFIDENTIALITY

8.1. The Escrow Agent shall maintain the confidentiality of the Escrow Materials and shall not disclose or use them for any purpose other than as expressly permitted by this Agreement.

8.2. The Licensee shall treat the Escrow Materials with the same level of confidentiality as it treats its own proprietary information.

SIGNATURES

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

LICENSOR:

_________________________ By: {{Licensor_Signatory_Name}} Title: {{Licensor_Signatory_Title}}

LICENSEE:

_________________________ By: {{Licensee_Signatory_Name}} Title: {{Licensee_Signatory_Title}}

ESCROW AGENT:

_________________________ By: {{Escrow_Agent_Signatory_Name}} Title: {{Escrow_Agent_Signatory_Title}}