Canada Source Code Escrow Agreement

Document Sample
Canada Source Code Escrow Agreement Powered By Docstoc
					                       SOURCE CODE ESCROW AGREEMENT
THIS AGREEMENT made as of the _____ day of _________, ____, (hereinafter called the
“Agreement”)

BETWEEN:

                                  _________________________
                                 (hereinafter called the “Supplier”)
                                                                          OF THE FIRST PART
- and -

                                   __________________________
                               (hereinafter called the “Escrow Agent”)
                                                                         OF THE SECOND PART

                                               - and -

                                   _________________________
                                 (hereinafter called the “Customer”)
                                                                          OF THE THIRD PART

NOW THEREFORE in consideration of the premises and mutual covenants contained herein,
the parties agree as follows:

                                   ARTICLE 1 - DEFINITIONS
1.01      In this Agreement, the following expressions have the following meanings:

(a)       “Effective Date” means the date of this Agreement;

(b)       “Escrow Materials” means one copy of the program source code (without inclusion of any
          pass word or program code devices preventing the Customer from accessing or making
          full use of the program) for the Licensed Programs in machine readable and paper form
          together with a copy of the existing system design documentation developed for the
          Licensed Programs in paper form;

(c)       “License Agreement” means the agreement between the Customer and the Supplier dated
          the ____ day of ___________, ______;

(d)       “Licensed Programs” means the programs licensed by the Supplier to the Customer
          pursuant to the License Agreement.

(e)       “Supplier’s Certificates” means a certificate in the form attached as Schedule “A”
          executed by the Supplier and a statutory declaration in the form attached as Schedule “B”
          executed by an officer of the Supplier.
                                                -2-


                             ARTICLE 2 - INTERPRETATION
2.01   Headings
Title headings contained in this Agreement are for convenience and reference only and are not to
be construed as limiting or extending the meaning of any of its provisions.

2.02   Governing Law
This Agreement shall be construed in accordance with the laws of the Province of
______________. The parties hereto agree to submit to the jurisdiction of the courts of the
aforementioned Province in any actions related to this Agreement.

2.03   Currency
All dollar figures contained in this Agreement, including the Exhibits hereto shall mean
Canadian dollars, unless otherwise specified.

2.04   References
In this Agreement words importing the singular include the plural and vice versa; words
importing the masculine gender include the feminine and neuter and vice versa; and words
importing persons include firms or corporations and vice versa, as the context or reference to the
parties requires.

2.05   Schedules
The following are attached and made a part of this Agreement:

       Schedule “A” - Supplier’s Certificate;
       Schedule “B” - Statutory Declaration;
       Schedule “C” - Customer’s Certificate.

                        ARTICLE 3 - THE ESCROW AGREEMENT
3.01 The duties and powers of the Escrow Agent shall only be as expressly stated in this
Agreement.

3.02 The Escrow Agent is not required to verify whether any materials delivered under Article
4 are in fact the Escrow Materials.

ARTICLE 4 - DELIVERY OF THE ESCROW MATERIALS TO THE ESCROW AGENT
4.01   First Delivery
Immediately upon the execution of this Agreement, the Supplier shall deliver the Escrow
Materials and the Supplier’s Certificates to the Escrow Agent to be held for the Supplier and the
Customer in accordance with this Agreement.
                                             -3-


4.02   Replacement
(a)    The Supplier shall deliver to the Escrow Agent within fourteen (14) days after a new
       release of any of the Licensed Programs is delivered to the Customer a then current copy
       of the Escrow Materials and new Supplier’s Certificates.

(b)    Upon receipt of replacement Escrow Materials and new Supplier’s Certificates under
       paragraph 4.02(a), the Escrow Agent shall forthwith return the previous copy of the
       Escrow Materials in its possession to the Supplier and shall notify the Customer that it
       has received replacement Escrow Materials and new Supplier’s Certificates.

(c)    The Escrow Agent shall not be responsible for determining whether a new release of the
       Licensed Programs referred to in paragraph 4.02(a) has been issued or for enforcing the
       Supplier’s obligations to deliver replacement Escrow Materials.

(d)    The Supplier shall notify the Customer forthwith each time a new release of any of the
       Licensed Programs is issued

4.03   Magnetic Storage Media
Delivery of the program source code in machine-readable form under this Article 4 shall be made
on magnetic storage media compatible with the hardware being used by the Supplier.

          ARTICLE 5 - TERM AND TERMINATION OF THE AGREEMENT
5.01   Term
This Agreement shall commence on the Effective Date and shall expire at the end of one (1) year
thereafter.

5.02   Termination by the Supplier
(a)    Notwithstanding paragraph 5.01, this Agreement may be terminated by the Supplier upon
       the delivery in accordance with this Agreement of a notice to the Escrow Agent that the
       Customer is in default of its obligations under the License Agreement (the “Termination
       Notice”).

(b)    Upon receipt of the Termination Notice referred to in paragraph 5.02(a), the Escrow
       Agent shall forthwith send to the Customer a copy of the Termination Notice and a
       written notice stating that the Customer has fourteen (14) days from the date of delivery
       of the Termination Notice in which to remedy the defaults under the License Agreement
       and provide the Supplier and the Escrow Agent with satisfactory evidence thereof, failing
       which the Escrow Materials will be delivered to the Supplier.

5.03   Termination by the Customer
Notwithstanding paragraph 5.01, this Agreement may be terminated at any time by the Customer,
effective one (1) month after delivery of notice of termination to the Escrow Agent and the
Supplier.
                                               -4-



5.04   Return
Upon the date that this Agreement has been terminated under this Article 5 and all fees owing
under this Agreement to the Escrow Agent have been paid, the Escrow Agent shall return to the
Supplier, if an Event of Default has not occurred under Article 6, all copies of the Escrow
Materials currently in its possession and the Escrow Agent shall then be discharged from all of
its obligations under this Agreement.

                       ARTICLE 6 - DEFAULT BY THE SUPPLIER
6.01    Event of Default Defined
An “Event of Default” means the occurrence of any one or more of the following:

(a)    the Supplier takes advantage of the insolvency laws of any jurisdiction;

(b)    the Supplier makes an assignment in bankruptcy or is adjudicated a bankrupt;

(c)    the Supplier makes a general assignment for the benefit of its creditors;

(d)    the Supplier has a receiver, administrator or manager of its property, assets or
       undertakings appointed in such circumstances as would substantially affect the
       Customer’s continuing use of the Licensed Programs in accordance with the License
       Agreement;

(e)    the Supplier is ordered by any court of competent jurisdiction to be wound up;

(f)    the Supplier ceases doing business as a going concern;

(g)    the Supplier withdraws the Licensed Programs from the market.

6.02    Notification of Default
If the Escrow Agent receives a certificate, in the form attached as Schedule “C”, from the
Customer, the Escrow Agent shall forthwith send to the Supplier in accordance with this
Agreement a copy of the certificate and a written notice stating that the Supplier has ninety (90)
days from the date of delivery of the notice (the “Notice Period”) in which to exercise its rights
under paragraph 6.03(d) and that after that period the Escrow Materials will be delivered to the
Customer.

6.03   Delivery to the Customer
(a)    Unless a court order is served on the Escrow Agent under paragraph 6.03(d), the Escrow
       Agent shall deliver the Escrow Materials currently in its possession and the Supplier’s
       Certificates pertaining thereto to the Customer forthwith after the end of the Notice
       Period and after the Customer has paid to the Escrow Agent the cost of delivery and any
       outstanding amounts payable under this Agreement.
                                              -5-



(b)    The Customer acknowledges that the Escrow Materials are subject to the proprietary
       rights of the Supplier and copyright law and agrees not to disclose, publish, divulge, make
       available or sell at any time, either during or after the termination of this Agreement, to
       any person the Escrow Materials except as expressly authorized in this Agreement.

(c)    The Escrow Materials will be delivered to the Customer on the following terms and
       conditions:

       (i)    use of the Escrow Materials by the Customer is subject to the License Agreement;
              and

       (ii)   the Escrow Agent shall have no obligation or responsibility in respect of the
              Escrow Materials to the Customer.

(d)    Delivery may be prevented by the Supplier only by service on the Escrow Agent of an
       appropriate court order from a
				
DOCUMENT INFO
Description: Canadian software developers, make sure you get paid for your services by escrowing the source code under this Source Code Escrow Agreement. - The Escrow Agreement is between a software developer ⁄ programmer ⁄ supplier, a customer and a party acting as the escrow agent. - Pursuant to a software license granted by the supplier to the customer, the supplier places in escrow certain program source code and documentation. - The source code will remain in escrow until the customer has paid all amounts owing to the supplier with respect to the software. - The form includes a Certificate of Supplier certifying that the materials placed in escrow are complete and reflect the most recent version of the source code. - Also included is a Certificate of the Customer to be used if the supplier defaults under the Agreement. This Canada Source Code Escrow Agreement is provided in MS Word format and is fully editable to fit your circumstances.
BUY THIS DOCUMENT NOW PRICE: $27.99 100% MONEY BACK GUARANTEED
PARTNER MegaDox.com
MegaDox.com has been a trusted provider of high quality template legal forms and business documents since 1999. Our catalog includes forms for every type of user - large companies, small businesses and individuals. We offer template forms for the US, Canada, Australia, New Zealand, UK, China, India and Mexico.