This source code trust agreement licensed program template has 20 pages and is a MS Word file type listed under our software & technology documents.
Sample of our source code trust agreement licensed program template:
SOURCE CODE TRUST AGREEMENT This Source Code Trust Agreement (the "Agreement") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the "Depository"), 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: [SECOND PARTY NAME] (the "Trustee"), a trust company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the "Beneficiary"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, in partial consideration of Beneficiary agreeing to enter into a "License Agreement" with Depository and Beneficiary as of (the "License Agreement") for the use of Licensed Programs more fully described in Schedule [SPECIFY] to the License Agreement (the "Licensed Program"), Depository has agreed to enter into this agreement which will make available to Beneficiary the source code of the Licensed Program and certain related materials required for the maintenance and support of the Licensed Program (the "Source Materials", as more particularly described in Section 4 hereof) in certain circumstances as more particularly described herein. WHEREAS Beneficiary acknowledges and agrees that, as an integral part of maintaining the value of the trade secrets and other proprietary interests associated with the Licensed Program, Beneficiary's access to, and use of, the Source Materials shall be expressly limited as more particularly described herein. WHEREAS Depository acknowledges and agrees that the Licensed Program is necessary to Beneficiary in its business and that Beneficiary has a legitimate right to have access to, and the use of, the Source Materials in the specific manner contemplated herein to maintain and support the Licensed Program. WHEREAS, as between them, Depository and Beneficiary acknowledge that this agreement reflects a reasonable balance of their respective needs and concerns respecting access to, and the use of, the Source Materials. WHEREAS the foregoing representations and statements of fact are made by Depository and Beneficiary and not by the Trustee. WHEREAS Depository and Beneficiary 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 [COMPANY NAME] 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: "Affiliates and Subsidiaries" have the meaning ascribed to them under the [COUNTRY] Business Corporations [ACT/LAW/RULE], [NUMBER], as amended. "Agreement" means this Source Code Source Agreement and all exhibits 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] and [STATE/PROVINCE]; "Court" means the [STATE/PROVINCE] Court (General Division) or any other judicial court of either [COUNTRY] or provincial jurisdiction within [COUNTRY]; "Beneficiary" means Beneficiary, or division designated herein or any successor (whether by change of name, dissolution, merger, consolidation, reorganization or otherwise) to such corporation or division or its business assets along with actual or future Affiliates and Subsidiaries of Beneficiary. "Deposit" means either an Initial Deposit or Subsequent Deposit; "Depository's Certificate" means a certificate in the form attached as Exhibit [SPECIFY] hereto executed by any two senior officers of Depository; "Event of Default" means any one or more of the events set out in Section 6.1 hereof; "Initial Deposit" has the meaning attributed to it in Section 4.1 hereof; "Beneficiary's Certificate" means a certificate in the form attached as Exhibit [SPECIFY] hereto executed by any two senior officers of Beneficiary; "No Change Certificate" means a certificate in the form attached as Exhibit [SPECIFY] hereto executed by any two senior officers of Depository; "Notice Period" means the [NUMBER] Business Day period of time commencing on the date the Trustee notifies Depository that an Event of Default has occurred; "Parties" means Depository, the Trustee and Beneficiary 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; "Licensed Program" means, at any time, that version of the Licensed Program then licensed to Beneficiary by Depository, 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 [SPECIFY] to the License Agreement hereto; "Maintenance Agreement" shall be deemed to include Depository's obligations with respect to the Licensed Program under and during the "Warranty Period" set forth in of the License Agreement as well as [any agreement between Depository and Beneficiary for the provision of maintenance and/or support services with respect to the Licensed Program] [a ["Maintenance Agreement"] entered into as of between Depository and Licensee, as the same may be amended, extended or replaced]. "Source Code" means a complete copy of the source code version of the Licensed Program, 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 Beneficiary and which, when compiled, will produce the object code version of the Licensed Program; and human-readable form with annotations in the (English) language on bond paper suitable for long term archival storage; "Source Documentation" means a complete copy, in English, 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 Licensed Program as may be required by Beneficiary, using a competent computer programmer possessing ordinary skills and experience, to further develop, maintain and operate the Licensed Program without further recourse to Depository 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 Exhibit [SPECIFY] hereto; and "Source Materials" means, at any particular time, those copies of the Source Code and Source Documentation which are deposited in trust with the Trustee hereunder. Exhibits The following are the exhibits attached to and forming part of this Agreement: Exhibit [SPECIFY] - Beneficiary's Certificate Exhibit [SPECIFY] - No Change Certificate Exhibit [SPECIFY] - Depository's Certificate Exhibit [SPECIFY] - Arbitration Exhibit [SPECIFY] - Trustee's Fees Headings
