INCLUDE IN ANY SUCH ORDER THAT, AS A PRECONDITION TO DSPS
OBLIGATION, DSI BE PAID IN FULL FOR ANY PAST DUE FEES AND BE PAID FOR THE
REASONABLE VALUE OF THE SERVICES TO BE RENDERED PURSUANT TO SUCH ORDER; AND
(C)
ENSURE THAT DSI NOT BE REQUIRED TO DELIVER THE ORIGINAL (AS
OPPOSED TO A COPY) OF THE DEPOSIT MATERIALS IF DSI MAY NEED TO RETAIN THE
ORIGINAL IN ITS POSSESSION TO FULFILL ANY OF ITS OTHER DUTIES.
8.
GENERAL PROVISIONS.
8.1.
ENTIRE AGREEMENT.
THIS AGREEMENT, WHICH INCLUDES THE EXHIBITS
DESCRIBED HEREIN, EMBODIES THE ENTIRE UNDERSTANDING AMONG THE PARTIES WITH
RESPECT TO ITS SUBJECT MATTER AND SUPERSEDES ALL PREVIOUS COMMUNICATIONS,
REPRESENTATIONS OR UNDERSTANDINGS, EITHER ORAL OR WRITTEN.
DSI IS NOT A PARTY
TO THE LICENSE AGREEMENT BETWEEN DEPOSITOR AND PREFERRED BENEFICIARY AND HAS NO
KNOWLEDGE OF ANY OF THE TERMS OR PROVISIONS OF ANY SUCH LICENSE AGREEMENT.
DSFS
ONLY OBLIGATIONS TO DEPOSITOR OR PREFERRED BENEFICIARY ARE AS SET FORTH IN THIS
AGREEMENT.
NO AMENDMENT OR MODIFICATION OF THIS AGREEMENT SHALL BE VALID OR
BINDING UNLESS SIGNED BY ALL THE PARTIES HERETO, EXCEPT THAT EXHIBIT A NEED NOT
BE SIGNED BY DSI, EXHIBIT B NEED NOT BE SIGNED BY PREFERRED BENEFICIARY AND
EXHIBIT C NEED NOT BE SIGNED.
8.2.
NOTICES.
ALL NOTICES, INVOICES, PAYMENTS, DEPOSITS AND OTHER
DOCUMENTS AND COMMUNICATIONS SHALL BE GIVEN TO THE PARTIES AT THE ADDRESSES
SPECIFIED IN THE ATTACHED EXHIBIT C.
IT SHALL BE THE RESPONSIBILITY OF THE
PARTIES TO NOTIFY EACH OTHER AS PROVIDED IN THIS SECTION IN THE EVENT OF A
CHANGE OF ADDRESS.
THE PARTIES SHALL HAVE THE RIGHT TO RELY ON THE LAST KNOWN
ADDRESS OF THE OTHER PARTIES.
UNLESS OTHERWISE PROVIDED IN THIS AGREEMENT, ALL
DOCUMENTS AND COMMUNICATIONS MAY BE DELIVERED BY FIRST CLASS MAIL.
8.3.
SEVERABILITY.
IN THE EVENT ANY PROVISION OF THIS AGREEMENT IS
FOUND TO BE INVALID, VOIDABLE OR UNENFORCEABLE, THE PARTIES AGREE THAT UNLESS IT
MATERIALLY AFFECTS THE ENTIRE INTENT AND PURPOSE OF THIS AGREEMENT, SUCH
INVALIDITY, VOIDABILITY OR UNENFORCEABILITY SHALL AFFECT NEITHER THE VALIDITY OF
THIS AGREEMENT NOR THE REMAINING PROVISIONS HEREIN, AND THE PROVISION IN
QUESTION SHALL BE DEEMED TO BE REPLACED WITH A VALID AND ENFORCEABLE PROVISION
MOST CLOSELY REFLECTING THE INTENT AND PURPOSE OF THE ORIGINAL PROVISION.
8.4.
SUCCESSORS.
THIS AGREEMENT SHALL BE BINDING UPON AND SHALL INURE
TO THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF THE PARTIES.
HOWEVER, DSI SHALL
HAVE NO OBLIGATION IN PERFORMING THIS AGREEMENT TO RECOGNIZE ANY SUCCESSOR OR
ASSIGN OF DEPOSITOR OR PREFERRED BENEFICIARY UNLESS DSI RECEIVES CLEAR,
AUTHORITATIVE AND CONCLUSIVE WRITTEN EVIDENCE OF THE CHANGE OF PARTIES.
8.5.
ASSIGNMENT.
DSI SHALL NOT ASSIGN OR OTHERWISE TRANSFER ALL OR ANY
PART OF ITS RIGHTS, OBLIGATIONS OR INTEREST UNDER THE AGREEMENT, AND ANY ATTEMPT
TO DO SO SHALL BE VOID AND OF NO FORCE OR EFFECT FOR ANY PURPOSE WHATSOEVER AND
SHALL CONSTITUTE A BREACH OF THE AGREEMENT.
IF DSI ASSIGNS THIS AGREEMENT AND
DEPOSITOR AND PREFERRED BENEFICIARY ARE NOT IN AGREEMENT,
6
Depositor and Preferred Beneficiary can