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 LICENSED PROGRAM

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

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

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

and

**[TRUSTEE NAME]** (hereinafter referred to as "Trustee"), a company duly incorporated under the laws of {{trustee_jurisdiction}}, with its principal place of business at {{trustee_address}}.

Collectively, the Licensor, Licensee, and Trustee may be referred to herein as "Parties" and individually as a "Party".

RECITALS

WHEREAS, Licensor is the owner and developer of the software program known as "{{program_name}}" (hereinafter referred to as the "Licensed Program"), which includes its source code, object code, documentation, and all related materials;

WHEREAS, Licensor has granted or intends to grant to Licensee a license to use the Licensed Program pursuant to a separate License Agreement dated {{license_agreement_date}} (the "License Agreement");

WHEREAS, Licensee requires assurance that in certain specified circumstances, it will have access to the source code of the Licensed Program to ensure its continued use, maintenance, and support;

WHEREAS, the Parties desire to appoint the Trustee to hold the Source Code in trust in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

DEFINITIONS

**"Source Code"** means the human-readable programming code of the Licensed Program, including all related modules, libraries, interfaces, build scripts, comments, and any other materials necessary to compile, understand, modify, or maintain the Licensed Program.

**"Deposit Material"** refers to the Source Code and any related documentation, tools, or instructions provided by the Licensor to the Trustee under this Agreement.

**"Release Event"** means any of the events specified in Clause 5 that trigger the release of the Deposit Material to the Licensee.

**"Escrow Account"** means the secure storage facility maintained by the Trustee for the Deposit Material.

DEPOSIT OF SOURCE CODE

5.1. The Licensor shall deposit the complete and current Source Code of the Licensed Program, along with all necessary documentation, tools, and instructions required for its compilation, maintenance, and operation (collectively, the "Deposit Material"), with the Trustee within {{number_of_days}} days of the Effective Date of this Agreement or as otherwise agreed in writing by the Parties.

5.2. The Licensor shall provide updates to the Deposit Material whenever there is a new version, update, fix, or modification to the Licensed Program that is made available to the Licensee. Such updates shall be deposited with the Trustee within {{update_days}} days of their release to the Licensee.

5.3. The Licensor warrants that the Deposit Material deposited with the Trustee is complete, accurate, executable, and free of any viruses, malware, or other harmful components, and that it is sufficient to allow a reasonably skilled programmer to compile, understand, maintain, and modify the Licensed Program without further assistance from the Licensor.

TERMS OF TRUST AND RELEASE EVENTS

6.1. The Trustee shall hold the Deposit Material in trust for the benefit of the Licensee, subject to the terms of this Agreement.

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

(a) The Licensor files for bankruptcy, becomes insolvent, makes an assignment for the benefit of creditors, or ceases to conduct its business in the ordinary course.

(b) The Licensor breaches any material term of the License Agreement, and such breach remains uncured for a period of {{cure_period_days}} days after written notice from the Licensee specifying the breach.

(c) The Licensor discontinues its business of maintaining or supporting the Licensed Program without providing a suitable replacement or successor entity acceptable to the Licensee.

(d) Any other event mutually agreed upon in writing by the Licensor and the Licensee.

6.3. Upon the occurrence of a Release Event, the Licensee shall provide written notice to the Trustee and the Licensor, accompanied by documentary evidence reasonably satisfactory to the Trustee, demonstrating the occurrence of such Release Event.

6.4. Upon receipt of such notice and evidence, the Trustee shall notify the Licensor of its intent to release the Deposit Material. The Licensor shall have {{licensor_response_days}} days from the date of such notice to object in writing to the release. If the Licensor objects, the Trustee shall not release the Deposit Material and the dispute shall be resolved in accordance with Clause 10 (Dispute Resolution). If the Licensor does not object within the specified period, the Trustee shall release the Deposit Material to the Licensee.

TRUSTEE'S DUTIES AND RESPONSIBILITIES

7.1. The Trustee shall exercise reasonable care in the storage and protection of the Deposit Material.

7.2. The Trustee shall not inspect, verify, or certify the completeness or functionality of the Deposit Material.

7.3. The Trustee shall not be liable for any loss, damage, or destruction of the Deposit Material unless such loss, damage, or destruction is caused by the Trustee's gross negligence or willful misconduct.

7.4. The Trustee shall maintain the Deposit Material in a secure and confidential manner, preventing unauthorized access, disclosure, or use.

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

LICENSEE'S RIGHTS UPON RELEASE

8.1. Upon the lawful release of the Deposit Material to the Licensee, the Licensee shall be granted 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 developing the Licensed Program for its internal business operations and for the benefit of its existing licensees, if applicable.

8.2. The Licensee agrees to maintain the confidentiality of the Source Code and to use it only in accordance with the terms of this Agreement and the original License Agreement.

TERM AND TERMINATION

9.1. This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with the provisions herein.

9.2. This Agreement may be terminated by mutual written agreement of all Parties.

9.3. This Agreement shall automatically terminate upon the termination or expiration of the License Agreement, provided that all obligations of the Trustee with respect to the Deposit Material have been fulfilled.

9.4. Upon termination, if no Release Event has occurred, the Trustee shall return the Deposit Material to the Licensor and destroy any remaining copies within its possession.

DISPUTE RESOLUTION

10.1. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall first be referred to mediation in accordance with the rules of the {{mediation_body}}.

10.2. If the dispute is not settled by mediation within {{mediation_days}} days of the commencement of the mediation, the dispute shall be referred to and finally resolved by arbitration administered by the {{arbitration_body}} in accordance with its rules, which rules are deemed to be incorporated by reference into this clause.

10.3. The seat of the arbitration shall be {{arbitration_city}}, {{arbitration_country}}.

GOVERNING LAW

11.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_country}}, without regard to its conflict of laws principles.

GENERAL PROVISIONS

12.1. **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, whether oral or written.

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

12.3. **Notices:** Any notice required or permitted to be given under this Agreement 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 specified in this Agreement, or to such other addresses as a Party may designate by notice to the other Parties.

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

12.5. **Assignment:** This Agreement may not be assigned by any Party without the prior written consent of the other Parties.

12.6. **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.

SIGNATURES

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

**FOR LICENSOR:**

_____________________________

Name: {{licensor_signatory_name}}

Title: {{licensor_signatory_title}}

Date: {{licensor_signature_date}}

**FOR LICENSEE:**

_____________________________

Name: {{licensee_signatory_name}}

Title: {{licensee_signatory_title}}

Date: {{licensee_signature_date}}

**FOR TRUSTEE:**

_____________________________

Name: {{trustee_signatory_name}}

Title: {{trustee_signatory_title}}

Date: {{trustee_signature_date}}