This source code trust agreement development template has 18 pages and is a MS Word file type listed under our software & technology documents.
Sample of our source code trust agreement development template:
SOURCE CODE TRUST AGREEMENT This Source Code Trust Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Company"), 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 "Trustee"), 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 "Licensee"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS Company, 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 Company known as (the "Software"), 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 Section 1) in certain circumstances as more particularly described herein; WHEREAS 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; WHEREAS as between them, Company 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; WHEREAS the foregoing representations and statements of fact are made by Company and Licensee and not by the Trustee; WHEREAS Company 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: 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 "Section" or "paragraph" 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]; "Court" means the [STATE/PROVINCE] Courts; "Deposit" means either an Initial Deposit or Subsequent Deposit; "Event of Default" means any one or more of the events set out in paragraph 6.1; "Initial Deposit" has the meaning attributed to it in paragraph 4.1; "License Agreement" means the license agreement dated, [YEAR] in which Company licensed the use of the Software to the Licensee, as amended from time to time in accordance with its terms; "Licensee's Certificate" means a certificate in the form attached as Schedule A hereto executed by any [NUMBER] senior officers of the Licensee; "Notice Period" means the [NUMBER] Business Day period of time commencing on the date the Trustee notifies Company that an Event of Default has occurred; "Parties" means Company, 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 [YOUR COUNTRY LAW]; "Software" means, at any time, that version of the computer software then licensed to the Licensee under 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 B hereto; "Company's Certificate" means a certificate in the form attached as Schedule C hereto executed by any [NUMBER] senior officers of Company; "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 [English] language on bond paper suitable for long term archival storage; "Subsequent Deposit" has the meaning attributed to it in paragraph 4.2; "Software Documentation" means a complete copy, in [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 Company 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 D; and "Trust Materials" means, at any particular time, those copies of the Source Code and Software Documentation which are deposited in trust with the Trustee hereunder. SETTLEMENT OF TRUST Company transfers to the Trustee, in trust, all legal title in and to the physical copies of the Trust Materials provided to Trustee from time to time in accordance with the terms of this Agreement. It is acknowledged by the Parties that such transfer by Company to Trustee under this paragraph is not intended to, nor does it, transfer any copyright or other intangible or intellectual property rights in the Trust Materials. The Trustee agrees to hold the Trust Materials in trust for the Licensee and Company as provided in this Agreement. Except as otherwise provided herein, the Trustee shall hold and preserve the Trust Materials in a safe and secure manner appropriate for valuable assets similar in nature to the Trust Materials in a separate container, appropriately segregated from materials which do not form part of the subject matter of this Agreement at a location within the boundaries of [COUNTRY/STATE/PROVINCE]. [The Trustee agrees that both the temperature and the humidity of the environment of the storage area are controlled within the parameters set out in Schedule E, and agrees to bear all risks of damage to the Trust Materials arising from any lack of such control.] The Trustee recognizes and agrees that the Trust Materials are the valuable assets and proprietary and confidential information of Company and agrees to hold them in strict confidence and to take all appropriate and reasonable actions to preserve their confidentiality. Except as expressly provided for in this Agreement, the Trustee agrees that it will not use, copy or disclose the Trust Materials to any Person, in any manner, without the prior written consent of Company. GRANT OF LICENSE
