This source code trust agreement 2 template has 22 pages and is a MS Word file type listed under our software & technology documents.
Sample of our source code trust agreement 2 template:
SOURCE CODE TRUST AGREEMENT This Source Code Trust Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Software Publisher"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the "Licensee"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the "Trustee"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] BACKGROUND In partial consideration of Licensee agreeing to enter into a license agreement (the "License Agreement") for the use of a computer software program [developed and] owned by the Software Publisher known as [SPECIFY], the Software Publisher has agreed to enter into this agreement which will make available to Licensee the source code of the Software and certain related materials required for the maintenance and support of the Software (the "Trust Materials", as more particularly described in Article One) in certain circumstances as more particularly described herein. Licensee acknowledges and agrees that, as an integral part of maintaining the value of the trade secrets and other proprietary interests associated with the Software, the Licensee's access to, and use of, the Trust Materials shall be expressly limited as more particularly described herein. The Software Publisher acknowledges and agrees that the Software is necessary to the Licensee in its business and that the Licensee has a legitimate right to have access to, and the use of, the Trust Materials in the specific manner contemplated herein to maintain and support the Software. As between them, the Software Publisher and the Licensee acknowledge that this agreement reflects a reasonable balance of their respective needs and concerns respecting access to, and the use of, the Trust Materials. The Software Publisher and the Licensee candidly acknowledge their divergent interests regarding Licensee's access to, and use of, the Trust Materials and further acknowledge that they may disagree as to the disclosure and use of the Trust Materials. Accordingly, they have provided for an abbreviated arbitration process, which, while not unduly delaying Licensee's access and use thereof, will ensure that the disclosure and use of the Trust Materials is granted only in appropriate circumstances. The foregoing representations and statements of fact are made by Software Publisher and Licensee and not by the Trustee. The Software Publisher and the Licensee have requested that the Trustee, and the Trustee has agreed to, assist in the arrangements as set forth in this agreement. IN CONSIDERATION of the foregoing Background, the mutual covenants in this agreement, and other good and valuable consideration (the receipt and sufficiency of which are acknowledged), the parties agree as follows: INTERPRETATION Definitions In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: "Agreement" means this Source Code Trust Agreement and all schedules annexed to this agreement as the same may be amended from time to time in accordance with the provisions hereof; "hereof", "hereto" and "hereunder" and similar expressions refer to this Agreement and not to any particular article or section; and "Article" or "Section" refers to the specified article or section of this Agreement; "Business Day" means any day, other than a Saturday, Sunday, statutory or civic holiday in [STATE/PROVINCE], [COUNTRY]. "Court" means the [STATE/PROVINCE] Court (General Division) or any other judicial court of either [COUNTRY] or provincial jurisdiction within [COUNTRY]; "Deposit" means either an Initial Deposit or Subsequent Deposit; "Event of Default" means any one or more of the events set out in Section 6.1; "Initial Deposit" has the meaning attributed to it in Section 4.1; "License Agreement" means the license agreement dated, [YEAR] in which the Software Publisher licensed the use of the Software to the Licensee, as amended from time to time in accordance with its terms, a copy of which is attached as Schedule A hereto; "Licensee's Certificate" means a certificate in the form attached as Schedule B hereto executed by any two senior officers of the Licensee; "No Change Certificate" means a certificate in the form attached as Schedule C hereto executed by any two senior officers of the Software Publisher; "Notice Period" means the [NUMBER] Business Day period of time commencing on the date the Trustee notifies the Software Publisher that an Event of Default has occurred; "Parties" means the Software Publisher, the Trustee and the Licensee collectively and "Party" means any one of them; "Person" includes an individual, body corporate, partnership, joint venture, trust, unincorporated organization, the Crown or any agency or instrumentality thereof or any other entity recognized by law; "Software" means, at any time, that version of the computer software then licensed to the Licensee by the License Agreement, including that version of any associated compiler programs, utility programs and library functions, including all corrections, changes, improvements and enhancements thereto as more particularly described in Schedule D hereto; "Software Publisher's Certificate" means a certificate in the form attached as Schedule E hereto executed by any [NUMBER] senior officers of the Software Publisher; "Source Code" means a complete copy of the source code version of the Software, appropriately labeled to denote the version or release thereof, and the currency date thereof, in each of: machine-readable form on machine-readable storage medium suitable for long term storage and compatible with the computer system then being used by the Licensee and which, when compiled, will produce the object code version of the Software; and human-readable form with annotations in the (SPECIFY) language on bond paper suitable for long term archival storage; "Subsequent Deposit" has the meaning attributed to it in Section 4.2; "System Documentation" means a complete copy, [SPECIFY LANGUAGE], printed on bond paper, suitable for long term archival storage, and appropriately labeled to describe the contents thereof, of all applicable documentation and other explanatory materials including programmer's notes, technical or otherwise, for the Software as may be required by the Licensee, using a competent computer programmer possessing ordinary skills and experience, to further develop, maintain and operate the Software without further recourse to the Software Publisher including, but not necessarily limited to, general flow-charts, input and output layouts, field descriptions, volumes and sort sequence, data dictionary, file layouts, processing requirements and calculation formula and the details of all algorithms and which shall be deemed to include those materials, as revised from time to time, set out in Schedule F; and "Trust Materials" means, at any particular time, those copies of the Source Code and System Documentation that are deposited in trust with the Trustee hereunder. Schedules The following are the schedules attached to and forming part of this Agreement: Schedule A - License Agreement Schedule B - Licensee's Certificate Schedule C - No Change Certificate Schedule D - Description of Software Schedule E - Software Publisher's Certificate Schedule F - Description of System Documentation Schedule G - Environmental Parameters Schedule H - Dispute Resolution Procedure Headings
