Source Code Trust Agreement Licensed Program

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

Source Code Trust Agreement Licensed Program

Source Code Trust Agreement Licensed Program

{{company_name}} {{company_address}} {{phone}} {{email}} {{website}}

SOURCE CODE TRUST AGREEMENT LICENSED PROGRAM

This Source Code Trust Agreement (the “Agreement”) is made and entered into effective as of {{effective_date}} (the “Effective Date”),

BETWEEN:

{{licensor_company_name}}, a company duly incorporated under the laws of [Country, e.g., South Africa], with its principal place of business at {{licensor_address}} (hereinafter referred to as the “Licensor”),

AND

{{licensee_company_name}}, a company duly incorporated under the laws of [Country, e.g., South Africa], with its principal place of business at {{licensee_address}} (hereinafter referred to as the “Licensee”).

The Licensor and the Licensee are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

A. The Licensor is the owner and developer of certain proprietary software known as {{software_name}} (the “Licensed Program”), the object code of which has been licensed to the Licensee under a separate agreement dated {{license_agreement_date}} (the “License Agreement”).

B. The Licensee desires to ensure continued access to and use of the Licensed Program in the event of certain specified occurrences affecting the Licensor or the Licensed Program.

C. The Parties desire to establish an escrow arrangement for the source code of the Licensed Program to be held by an independent third party, for release to the Licensee upon the occurrence of specified release conditions.

1. APPOINTMENT OF ESCROW AGENT

The Parties hereby appoint {{escrow_agent_name}}, located at {{escrow_agent_address}}, to act as the escrow agent (the “Escrow Agent”) for the purposes of this Agreement.

The Escrow Agent agrees to hold the Source Code (as defined below) in accordance with the terms and conditions set forth herein.

2. DEPOSIT OF SOURCE CODE

2.1. Within {{number_of_days}} days of the Effective Date, the Licensor shall deposit with the Escrow Agent one complete, accurate, and current copy of the human-readable source code, including all related documentation, development tools, and any other materials necessary to compile, understand, and maintain the Licensed Program (collectively, the “Source Code”).

2.2. The Licensor shall update the Source Code deposited with the Escrow Agent within {{number_of_days_for_updates}} days of any material modifications, enhancements, or new versions of the Licensed Program.

3. RELEASE CONDITIONS

The Escrow Agent shall release the Source Code to the Licensee upon the occurrence of any of the following release conditions (each a “Release Condition”):

a) The Licensor files for bankruptcy, is declared insolvent, or ceases to carry on its business operations.

b) The Licensor materially breaches its obligations under the License Agreement relating to the maintenance or support of the Licensed Program, and fails to remedy such breach within {{cure_period_days}} days of written notice from the Licensee.

c) The Licensor is acquired by a third party that declares its intention to discontinue support for the Licensed Program.

d) Any other condition mutually agreed upon in writing by both Parties.

4. VERIFICATION

The Licensee shall have the right, no more than once every {{verification_frequency}} months, to request the Escrow Agent to verify the completeness and accuracy of the Source Code deposited. The costs associated with such verification shall be borne by the {{verification_cost_bearer}}.

5. USE OF RELEASED SOURCE CODE

Upon release of the Source Code to the Licensee, the Licensee shall be permitted to use the Source Code solely for the purpose of maintaining, supporting, and modifying the Licensed Program for its own internal business operations, and not for sublicense, distribution, or commercial exploitation.

The Licensee shall treat the released Source Code as confidential and proprietary information of the Licensor.

6. FEES AND EXPENSES

The fees and expenses of the Escrow Agent shall be borne by the {{escrow_fees_bearer}}.

The Licensor shall be responsible for any costs associated with preparing and depositing the Source Code.

7. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until the termination of the License Agreement, or until the Source Code is released to the Licensee in accordance with the terms hereof, whichever occurs first.

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

8. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of [Country, e.g., South Africa].

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 [City, e.g., Johannesburg] in accordance with the Rules of the Arbitration Foundation of Southern Africa (AFSA).

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 discussions, negotiations, and agreements.

9.2. Amendments: No amendment or modification to this Agreement shall be effective unless it is in writing and signed by duly authorised representatives of both Parties.

9.3. Notices: All notices hereunder shall be in writing and deemed to have been duly given when delivered by hand, sent by registered mail, or by email to the addresses set forth above.

9.4. Assignment: Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.

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

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

LICENSOR:

___________________________

By: {{licensor_authorised_signatory}}

Title: {{licensor_signatory_title}}

Date: {{licensor_signature_date}}

LICENSEE:

___________________________

By: {{licensee_authorised_signatory}}

Title: {{licensee_signatory_title}}

Date: {{licensee_signature_date}}