ANY
COPYRIGHT, TRADE SECRET, PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS.
3.2.
RIGHT TO MAKE COPIES.
DSI SHALL HAVE THE RIGHT TO MAKE COPIES OF
THE DEPOSIT MATERIALS AS REASONABLY NECESSARY TO PERFORM THIS AGREEMENT.
DSI
SHALL COPY ALL COPYRIGHT, NONDISCLOSURE, AND OTHER PROPRIETARY NOTICES AND
TITLES CONTAINED ON THE DEPOSIT MATERIALS ONTO ANY COPIES MADE BY DSI.
WITH ALL
DEPOSIT MATERIALS SUBMITTED TO DSI, DEPOSITOR SHALL PROVIDE ANY AND ALL
INSTRUCTIONS AS MAY BE NECESSARY TO DUPLICATE THE DEPOSIT MATERIALS INCLUDING
BUT NOT LIMITED TO THE HARDWARE AND/OR SOFTWARE NEEDED.
3.3.
RIGHT TO TRANSFER UPON RELEASE.
DEPOSITOR HEREBY GRANTS TO DSI THE
RIGHT TO TRANSFER THE DEPOSIT MATERIALS TO PREFERRED BENEFICIARY UPON ANY
RELEASE OF THE DEPOSIT MATERIALS FOR USE BY PREFERRED BENEFICIARY IN ACCORDANCE
WITH SECTION 4.5.
EXCEPT UPON SUCH A RELEASE OR AS OTHERWISE PROVIDED IN THIS
AGREEMENT, DSI SHALL NOT TRANSFER THE DEPOSIT MATERIALS.
4.
RELEASE OF DEPOSIT.
4.1.
RELEASE CONDITIONS.
AS USED IN THIS AGREEMENT, "RELEASE CONDITION"
SHALL MEAN THE FOLLOWING:
(A)
IN THE EVENT THAT DEPOSITOR SHALL BE UNABLE TO PROVIDE THE
MAJORITY OF THE MAINTENANCE AND SUPPORT SERVICES DESCRIBED IN ATTACHMENT C TO
THE AGREEMENT FOR PRODUCTS AND SERVICES, PROVIDED THAT:
1.
MAINTENANCE SERVICES ARE NOT RESUMED
WITHIN THIRTY (30) DAY'S OF WRITTEN NOTICE;
2.
CUSTOMER HAS PAID ALL OUTSTANDING
INVOICES;
3.
CUSTOMER IS NOT IN BREACH OF ANY
PROVISION OF THE AGREEMENT FOR PRODUCTS AND SERVICES; AND
4.
CUSTOMER AGREES NOT TO RE-SELL OR
RE-LICENSE THE PRODUCTS OR THEIR DERIVATIVES, IF ANY; OR
(B)
IN THE EVENT THAT DEPOSITOR SHALL, FOR ANY REASON, CEASE TO
CONDUCT BUSINESS.
4.2.
FILING FOR RELEASE.
IF PREFERRED BENEFICIARY BELIEVES IN GOOD
FAITH THAT A RELEASE CONDITION HAS OCCURRED, PREFERRED BENEFICIARY MAY PROVIDE
TO DSI WRITTEN NOTICE OF THE
3
OCCURRENCE OF THE RELEASE CONDITION AND A REQUEST FOR THE RELEASE OF THE DEPOSIT
MATERIALS.
UPON RECEIPT OF SUCH NOTICE, DSI SHALL PROVIDE A COPY OF THE NOTICE
TO DEPOSITOR BY COMMERCIAL EXPRESS MAIL.
4.3.
CONTRARY INSTRUCTIONS.
FROM THE DATE DSI MAILS THE NOTICE
REQUESTING RELEASE OF THE DEPOSIT MATERIALS, DEPOSITOR SHALL HAVE TEN BUSINESS
DAYS TO DELIVER TO DSI CONTRARY INSTRUCTIONS. "CONTRARY INSTRUCTIONS" SHALL MEAN
THE WRITTEN REPRESENTATION BY DEPOSITOR THAT A RELEASE CONDITION HAS NOT
OCCURRED OR HAS BEEN CURED.
UPON RECEIPT OF CONTRARY INSTRUCTIONS, DSI SHALL
SEND A COPY TO PREFERRED BENEFICIARY BY COMMERCIAL EXPRESS MAIL.
ADDITIONALLY,
DSI SHALL NOTIFY BOTH DEPOSITOR AND PREFERRED BENEFICIARY THAT THERE IS A
DISPUTE TO BE RESOLVED PURSUANT TO THE DISPUTE RESOLUTION SECTION (SECTION 7.3)
OF THIS AGREEMENT.
SUBJECT TO SECTION 5.2, DSI WILL CONTINUE TO STORE THE
DEPOSIT MATERIALS WITHOUT RELEASE PENDING (A) JOINT INSTRUCTIONS FROM DEPOSITOR
AND
PREFERRED
BENEFICIARY;
(B)
RESOLUTION PURSUANT
TO
THE
DISPUTE
RESOLUTION PROVISIONS; OR (C) ORDER OF A COURT.
4.4.
RELEASE OF DEPOSIT.
IF DSI DOES NOT RECEIVE CONTRARY INSTRUCTIONS
FROM THE DEPOSITOR, DSI IS AUTHORIZED TO RELEASE THE DEPOSIT MATERIALS TO THE
PREFERRED BENEFICIARY OR, IF MORE THAN ONE BENEFICIARY IS REGISTERED TO THE
DEPOSIT, TO RELEASE A COPY OF THE