DEPOSIT MATERIALS TO THE PREFERRED
BENEFICIARY.
HOWEVER, DSI IS ENTITLED TO RECEIVE ANY FEES DUE DSI BEFORE MAKING
THE RELEASE.
ANY COPYING EXPENSE IN EXCESS OF $300 WILL BE PRE-APPROVED IN
WRITING BY PREFERRED BENEFICIARY BEFORE CHARGES ARE INCURRED BY PREFERRED
BENEFICIARY.
THIS AGREEMENT WILL TERMINATE UPON THE RELEASE OF THE DEPOSIT
MATERIALS HELD BY DSI.
4.5.
RIGHT TO USE FOLLOWING RELEASE.
UNLESS OTHERWISE PROVIDED IN THE
LICENSE AGREEMENT, UPON RELEASE OF THE DEPOSIT MATERIALS IN ACCORDANCE WITH THIS
ARTICLE 4, PREFERRED BENEFICIARY SHALL HAVE THE RIGHT TO USE THE DEPOSIT
MATERIALS FOR THE SOLE PURPOSE OF CONTINUING THE BENEFITS AFFORDED TO PREFERRED
BENEFICIARY BY THE LICENSE AGREEMENT AND SHALL NOT BE REQUIRED TO PAY ANY SOURCE
CODE LICENSE FEES TO DEPOSITOR.
PREFERRED BENEFICIARY SHALL BE OBLIGATED TO
MAINTAIN THE CONFIDENTIALITY OF THE RELEASED DEPOSIT MATERIALS.
5.
TERM AND TERMINATION.
5.1.
TERM OF AGREEMENT.
THE INITIAL TERM OF THIS AGREEMENT IS FOR A
PERIOD OF ONE YEAR.
THEREAFTER, THIS AGREEMENT SHALL AUTOMATICALLY RENEW FROM
YEAR-TO-YEAR UNLESS (A) DEPOSITOR AND PREFERRED BENEFICIARY JOINTLY INSTRUCT DSI
IN WRITING THAT THE AGREEMENT IS TERMINATED; OR (B) THE AGREEMENT IS TERMINATED
BY DSI FOR NONPAYMENT IN ACCORDANCE WITH SECTION 5.2.
IF THE DEPOSIT MATERIALS
ARE SUBJECT TO ANOTHER ESCROW AGREEMENT WITH DSI, DSI RESERVES THE RIGHT, AFTER
THE INITIAL ONE YEAR TERM, TO ADJUST THE ANNIVERSARY DATE OF THIS AGREEMENT TO
MATCH THE THEN PREVAILING ANNIVERSARY DATE OF SUCH OTHER ESCROW ARRANGEMENTS.
5.2.
TERMINATION FOR NONPAYMENT.
IN THE EVENT OF THE NONPAYMENT OF FEES
OWED TO DSI, DSI SHALL PROVIDE WRITTEN NOTICE OF DELINQUENCY TO ALL PARTIES TO
THIS AGREEMENT.
ANY PARTY TO THIS AGREEMENT SHALL HAVE THE RIGHT TO MAKE THE
PAYMENT TO DSI TO CURE THE DEFAULT.
IF THE PAST DUE PAYMENT IS NOT RECEIVED IN
FULL BY DSI WITHIN ONE MONTH OF THE DATE OF SUCH NOTICE, THEN DSI SHALL HAVE THE
RIGHT TO TERMINATE THIS AGREEMENT AT ANY TIME THEREAFTER BY SENDING WRITTEN
NOTICE OF TERMINATION TO ALL PARTIES.
DSI SHALL HAVE NO OBLIGATION TO TAKE ANY
ACTION UNDER THIS AGREEMENT SO LONG AS ANY PAYMENT DUE TO DSI REMAINS UNPAID.
5.3.
DISPOSITION
OF DEPOSIT
MATERIALS UPON
TERMINATION.
UPON
TERMINATION
OF THIS AGREEMENT, DSI SHALL DESTROY, RETURN, OR OTHERWISE DELIVER
THE DEPOSIT MATERIALS IN ACCORDANCE WITH DEPOSITOR'S INSTRUCTIONS.
IF THERE ARE
NO INSTRUCTIONS, DSI MAY, AT ITS SOLE DISCRETION, DESTROY THE DEPOSIT MATERIALS
OR RETURN THEM TO DEPOSITOR.
DSI SHALL HAVE NO OBLIGATION TO RETURN OR DESTROY
THE DEPOSIT MATERIALS IF THE DEPOSIT MATERIALS ARE SUBJECT TO ANOTHER ESCROW
AGREEMENT WITH DSI.
4
5.4.
Survival of Terms Following Termination.
Upon termination of this
Agreement, the following provisions of this Agreement shall survive:
(A)
DEPOSITOR'S REPRESENTATIONS (SECTION 1.5);
(B)
THE OBLIGATIONS OF CONFIDENTIALITY WITH RESPECT TO THE DEPOSIT
MATERIALS;
(C)
THE RIGHTS GRANTED IN THE SECTIONS ENTITLED RIGHT TO TRANSFER UPON
RELEASE (SECTION 3.3) AND RIGHT TO USE FOLLOWING RELEASE (SECTION 4.5), IF A
RELEASE OF THE DEPOSIT MATERIALS HAS OCCURRED PRIOR TO TERMINATION;
(D)
THE PROVISIONS OF ARTICLE 7;