Source Code Trust Agreement 2

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

Source Code Trust Agreement 2

Source Code Trust Agreement 2

THIS AGREEMENT IS MADE ON

This Agreement is made on {{date_of_agreement}}

BETWEEN:

1. {{licensor_company_name}} of {{licensor_company_address}} (hereinafter the “Licensor”); and

2. {{licensee_company_name}} of {{licensee_company_address}} (hereinafter the “Licensee”); and

3. {{escrow_agent_company_name}} of {{escrow_agent_company_address}} (hereinafter the “Escrow Agent”).

(Collectively, the “Parties”)

BACKGROUND

A. The Licensor is the owner and developer of certain software as described in Schedule A (hereinafter the “Software”).

B. The Licensor has granted the Licensee a license to use the Software under a separate agreement (hereinafter the “License Agreement”).

C. To ensure the Licensee’s continued use of the Software in the event of certain extraordinary circumstances affecting the Licensor, the Parties wish to establish a source code escrow arrangement.

AGREEMENT

1. DEPOSIT OF SOURCE CODE

The Licensor shall deposit with the Escrow Agent one complete, up-to-date copy of the source code for the Software, including all related documentation, build instructions, and tools necessary to compile and operate the Software (hereinafter the “Deposited Materials”). The Licensor shall update the Deposited Materials at least {{update_frequency}} or upon any significant update or modification to the Software.

2. VERIFICATION

The Licensee shall have the right, at its own expense, to periodically verify the completeness and accuracy of the Deposited Materials by inspecting the source code with the Escrow Agent. The Escrow Agent shall provide facilities for such inspection.

3. RELEASE CONDITIONS

The Escrow Agent shall release the Deposited Materials to the Licensee upon the occurrence of any of the following (hereinafter “Release Events”):

a. The Licensor files for bankruptcy, becomes insolvent, makes an assignment for the benefit of creditors, or ceases to carry on its business.

b. The Licensor fails to maintain or support the Software in accordance with the terms of the License Agreement, and such failure is not cured within {{cure_period}} days after written notice from the Licensee.

c. {{other_agreed_release_condition}}

4. RELEASE PROCEDURE

Upon notification by the Licensee of a Release Event, the Escrow Agent shall notify the Licensor. If the Licensor does not dispute the occurrence of the Release Event within {{dispute_period}} days, the Escrow Agent shall release the Deposited Materials to the Licensee. If the Licensor disputes the Release Event, the matter shall be resolved in accordance with Clause 9.

5. USE OF RELEASED MATERIALS

Upon release, the Licensee shall have the right to use the Deposited Materials solely for the purpose of maintaining, supporting, and enhancing the Software for its own internal use. The Licensee shall not distribute, sublicense, or otherwise make the Deposited Materials available to any third party without the express written consent of the Licensor.

6. FEES

The Licensee shall pay the Escrow Agent’s fees for its services as set out in Schedule B. The Licensor shall pay the costs associated with preparing and updating the Deposited Materials.

7. CONFIDENTIALITY

The Escrow Agent shall maintain the confidentiality of the Deposited Materials and all information related to this Agreement. The Licensee shall maintain the confidentiality of the Deposited Materials released to it.

8. LIMITED LIABILITY OF ESCROW AGENT

The Escrow Agent’s liability under this Agreement shall be limited to its gross negligence or wilful misconduct. The Escrow Agent shall not be liable for any indirect, incidental, special, or consequential damages.

9. GOVERNING LAW AND DISPUTE RESOLUTION

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

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

FOR THE LICENSOR:

__________________________

Name: {{licensor_signatory_name}}

Title: {{licensor_signatory_title}}

Date: {{licensor_signature_date}}

FOR THE LICENSEE:

__________________________

Name: {{licensee_signatory_name}}

Title: {{licensee_signatory_title}}

Date: {{licensee_signature_date}}

FOR THE ESCROW AGENT:

__________________________

Name: {{escrow_agent_signatory_name}}

Title: {{escrow_agent_signatory_title}}

Date: {{escrow_agent_signature_date}}