AGREEMENT; OR
(II)
IF SUCH EVENT OCCURS DURING THE TERM OF THIS AGREEMENT, THE
CONTRACTOR COMMITS AN EVENT OF DEFAULT IN FAILING TO SUPPORT, MAINTAIN OR SUPPLY
THOSE DEVICES IN ACCORDANCE WITH THIS AGREEMENT,
the Principal will be entitled upon giving written notice to the Contractor, at
no cost to the Principal to be provided with that part of the material referred
to in paragraph (e) of the definition of Escrow Material.
(D)
A WRITTEN REQUEST UNDER CLAUSE 30.6(B)(III) MUST ONLY BE
MADE WHERE THE PRINCIPAL HAS A REASONABLE NEED FOR THE ESCROW MATERIAL AND MUST
BE LIMITED TO THAT PART OF THE ESCROW MATERIAL FOR WHICH THE PRINCIPAL HAS A
REASONABLE NEED.
(E)
THE PRINCIPAL WILL BE ENTITLED ONCE EVERY 12 MONTHS (AT ITS
COST) TO HAVE AN AUDITOR REVIEW, ANALYSE AND CONDUCT TESTS IN RELATION TO
MATERIALS MAINTAINED IN ESCROW WITH THE ESCROW AGENT FOR THE PURPOSES OF:
(I)
VERIFYING THAT THE CONTRACTOR IS COMPLYING WITH CLAUSE
30.6(A); AND
(II)
TO REVIEW THE QUALITY OF THE MATERIAL IN ESCROW TO ENSURE
THERE HAS BEEN NO DEGRADATION TO THE MATERIAL IN ESCROW.
(F)
THE CONTRACTOR MUST, WITHIN 10 BUSINESS DAYS OF RECEIPT OF
A WRITTEN NOTICE FROM THE PRINCIPAL SPECIFYING THAT AN AUDIT PURSUANT TO CLAUSE
30.6(E) HAS DETERMINED THAT THE CONTRACTOR IS NOT COMPLYING WITH CLAUSE
30.6(A) OR THERE HAS BEEN DEGRADATION TO THE MATERIAL IN ESCROW, REMEDY SUCH
NON-COMPLIANCE OR REPLACE SUCH MATERIAL AS THE CASE MAY BE.
(G)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT:
(I)
THE CONTRACTOR IS NOT REQUIRED TO DEPOSIT AND MAINTAIN IN
ESCROW ANY MATERIAL THAT IT HAS ALREADY GIVEN TO THE PRINCIPAL ON A PERMANENT
BASIS; AND
(II)
IF THE PRINCIPAL HAS TERMINATED THIS AGREEMENT UNDER CLAUSE
43 PRIOR TO THE SOLUTION COMPLETION DATE, THE PRINCIPAL IS NOT ENTITLED TO MAKE
A WRITTEN REQUEST UNDER CLAUSE 30.6(B)(III) UNLESS THE REQUEST IS FOR THAT PART
126
OF THE ESCROW MATERIAL THAT RELATES TO A PART OF THE SOLUTION WHICH THE
PRINCIPAL OWNS.
30.7
MORAL RIGHTS
The Contractor must indemnify those indemnified against all Claims which arise
in relation to an infringement of Moral Rights resulting from the use,
operation, maintenance or modification of the Solution or any part of it.
Those
indemnified for the purpose of this clause 30.7 are the Principal, anyone
receiving a right through the Principal to exercise any Intellectual Property
assigned, granted or licensed to the Principal under this agreement and any of
their officers, employees, agents and contractors.
30.8
PHYSICAL MATERIAL AND SOFTWARE
(A)
THE CONTRACTOR MUST DELIVER, FROM TIME TO TIME, DURING THE
TERM AND UPON TERMINATION OR EXPIRY OF THIS AGREEMENT, SUCH PHYSICAL MEDIA
EMBODYING THE:
(I)
DEVELOPED INTELLECTUAL PROPERTY;
(II)
LICENSED INTELLECTUAL PROPERTY; AND
(III)
THIRD PARTY SOFTWARE AND EQUIPMENT IP WHICH THE CONTRACTOR
OR ANY RELATED BODY CORPORATE OWNS OR HAS APPROPRIATE RIGHTS TO PROVIDE,
as the Principal reasonably requests to enable it to fully exercise its
ownership and rights under this agreement.
The following provisions of this
clause 30.8 do not