VERIFICATION IS ELECTED AFTER THE DEPOSIT MATERIALS HAVE BEEN DELIVERED TO DSI,
THEN ONLY DSI, OR AT DSI'S ELECTION AN INDEPENDENT PERSON OR COMPANY SELECTED
AND SUPERVISED BY DSI, MAY PERFORM THE VERIFICATION.
1.7.
DEPOSIT UPDATES.
UNLESS OTHERWISE PROVIDED BY THE LICENSE
AGREEMENT, DEPOSITOR SHALL UPDATE THE DEPOSIT MATERIALS WITHIN THIRTY (30) DAYS
OF EACH RELEASE OF A NEW VERSION OF THE PRODUCT WHICH IS SUBJECT TO THE LICENSE
AGREEMENT.
SUCH UPDATES WILL BE ADDED TO THE EXISTING DEPOSIT.
ALL DEPOSIT
UPDATES SHALL BE LISTED ON A NEW EXHIBIT B AND THE NEW EXHIBIT B SHALL BE SIGNED
BY DEPOSITOR.
EACH EXHIBIT B WILL BE HELD AND MAINTAINED SEPARATELY WITHIN THE
ESCROW ACCOUNT.
AN INDEPENDENT RECORD WILL BE CREATED WHICH WILL DOCUMENT THE
ACTIVITY FOR EACH EXHIBIT B.
THE PROCESSING OF ALL DEPOSIT UPDATES SHALL BE IN
ACCORDANCE WITH SECTIONS 1.2 THROUGH 1.6 ABOVE.
ALL REFERENCES IN THIS
AGREEMENT TO THE DEPOSIT MATERIALS SHALL INCLUDE THE INITIAL DEPOSIT MATERIALS
AND ANY UPDATES.
1.8.
REMOVAL OF DEPOSIT MATERIALS.
THE DEPOSIT MATERIALS MAY BE REMOVED
AND/OR EXCHANGED ONLY ON WRITTEN INSTRUCTIONS SIGNED BY DEPOSITOR AND PREFERRED
BENEFICIARY, OR AS OTHERWISE PROVIDED IN THIS AGREEMENT.
2.
CONFIDENTIALITY AND RECORD KEEPING.
2.1.
CONFIDENTIALITY.
DSI SHALL MAINTAIN THE DEPOSIT MATERIALS IN A
SECURE, ENVIRONMENTALLY SAFE, LOCKED FACILITY WHICH IS ACCESSIBLE ONLY TO
AUTHORIZED REPRESENTATIVES OF DSI.
DSI SHALL HAVE THE OBLIGATION TO REASONABLY
PROTECT THE CONFIDENTIALITY OF THE DEPOSIT MATERIALS.
EXCEPT AS PROVIDED IN
THIS AGREEMENT, DSI SHALL NOT DISCLOSE, TRANSFER, MAKE AVAILABLE, OR USE THE
DEPOSIT MATERIALS.
DSI SHALL NOT DISCLOSE THE CONTENT OF THIS AGREEMENT TO ANY
THIRD PARTY.
IF DSI RECEIVES A SUBPOENA OR OTHER ORDER OF A COURT OR OTHER
JUDICIAL TRIBUNAL PERTAINING TO THE
2
DISCLOSURE OR RELEASE OF THE DEPOSIT MATERIALS, DSI WILL IMMEDIATELY NOTIFY THE
PARTIES TO THIS AGREEMENT.
IT SHALL BE THE RESPONSIBILITY OF DEPOSITOR AND/OR
PREFERRED BENEFICIARY TO CHALLENGE ANY SUCH ORDER; PROVIDED, HOWEVER, THAT DSI
DOES NOT WAIVE ITS RIGHTS TO PRESENT ITS POSITION WITH RESPECT TO ANY SUCH
ORDER.
DSI WILL NOT BE REQUIRED TO DISOBEY ANY COURT OR OTHER JUDICIAL TRIBUNAL
ORDER.
(SEE SECTION 7.5 BELOW FOR NOTICES OF REQUESTED ORDERS.)
2.2.
STATUS REPORTS.
DSI WILL ISSUE TO DEPOSITOR AND PREFERRED
BENEFICIARY A REPORT PROFILING THE ACCOUNT HISTORY AT EACH TIME A CHANGE IS
REPORTED TO DSI.
DSI MAY PROVIDE COPIES OF THE ACCOUNT HISTORY PERTAINING TO
THIS AGREEMENT UPON THE REQUEST OF ANY PARTY TO THIS AGREEMENT.
2.3.
AUDIT RIGHTS.
DURING THE TERM OF THIS AGREEMENT, DEPOSITOR AND
PREFERRED BENEFICIARY SHALL EACH HAVE THE RIGHT TO INSPECT THE WRITTEN RECORDS
OF DSI PERTAINING TO THIS AGREEMENT.
ANY INSPECTION SHALL BE HELD DURING NORMAL
BUSINESS HOURS AND FOLLOWING REASONABLE PRIOR NOTICE.
3.
GRANT OF RIGHTS TO DSI.
3.1.
TITLE TO MEDIA.
DEPOSITOR HEREBY TRANSFERS TO DSI THE TITLE TO THE
MEDIA UPON WHICH THE PROPRIETARY TECHNOLOGY AND MATERIALS ARE WRITTEN OR
STORED.
HOWEVER, THIS TRANSFER DOES NOT INCLUDE THE OWNERSHIP OF THE
PROPRIETARY TECHNOLOGY AND MATERIALS CONTAINED ON THE MEDIA SUCH AS