Category Archives: Section B1.9

SB1 9

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Miscellaneous Provisions.

Also posted in Attachment B1, Settlement | Comments closed

SB1 9.01

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(a) Notices. Unless provided for to the contrary in this Library Agreement, any and all notices or other communications or deliveries required or permitted to be made under this Library Agreement shall be in writing and sent to the Parties at their addresses identified above (or as otherwise provided by notice given pursuant to this Section 9(a) (Notices)). Notice shall be deemed received (i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, (iii) upon verification of receipt of registered or certified mail or (iv) upon verification of receipt via facsimile or electronic mail, provided that such notice is also sent simultaneously via first class mail. Contact information shall be updated in writing as necessary to ensure that each Party has current information regarding all such contacts.

Also posted in Attachment B1, Section B1.9(a), Settlement | Comments closed

SB1 9.02

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(b) Governing Law. This Library Agreement shall be governed by and construed in accordance with the law of the State of _______________, without reference to principles of conflicts of laws. [Governing law to be specified in each Library-Registry Agreement. Governing law will be New York or the state in which Library is located if required by the law of such state.]

Also posted in Attachment B1, Section B1.9(b), Settlement | Comments closed

SB1 9.03

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(c) Entire Agreement. This Library Agreement, including exhibits, sets forth the entire agreement between the Registry and Library with respect to its subject matter.

Also posted in Attachment B1, Section B1.9(c), Settlement | Comments closed

SB1 9.04

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(d) Amendment. This Library Agreement may be amended by a written agreement signed by both Parties, only if such amendment does not impair the rights of Rightsholders under this Library Agreement.

Also posted in Attachment B1, Section B1.9(d), Settlement | Comments closed

SB1 9.05

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(e) Assignment. Except with respect to the use of contractors pursuant to Section 9(h) (Use of Contractors), neither Party may assign any of its rights or delegate any of its duties under this Library Agreement without the prior written consent of the other Party, which shall not unreasonably be withheld or delayed. Any attempted assignment, delegation or transfer in derogation hereof shall be null and void. This Library Agreement shall be binding upon the successors and permitted assigns of both Parties.

Also posted in Attachment B1, Section B1.9(e), Settlement | Comments closed

SB1 9.06

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(f) Severability. If any provision of this Library Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Library Agreement shall otherwise remain in full force and effect and remain enforceable between the Parties.

Also posted in Attachment B1, Section B1.9(f), Settlement | Comments closed

SB1 9.07

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(g) No Waiver. The failure of either Party to act in the event of a breach of this Library Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches.

Also posted in Attachment B1, Section B1.9(g), Settlement | Comments closed

SB1 9.08

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(h) Use of Contractors. Library may use third parties to exercise its rights or to perform any of its obligations under this Library Agreement, including the hosting and storage of Library’s LDC. If and to the extent that Library uses third parties to exercise its rights or to perform any of its obligations as set forth in this Library Agreement, Library shall, at all times, be and remain responsible for ensuring that such third parties act in accordance with this Library Agreement. Library shall be liable for any such third party’s nonconformance with or breach of this Library Agreement, and such breaches shall be regarded as breaches by Library for purposes of Exhibit E (Security and Breach), except as otherwise set forth in the Hosting Addendum.

Also posted in Attachment B1, Section B1.9(h), Settlement | Comments closed

SB1 9.09

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(i) Interpretation. The interpretive provisions of Section 17.32 (Interpretation) of the Settlement Agreement apply to this Library Agreement.

Also posted in Attachment B1, Section B1.9(i), Settlement | Comments closed

SB1 9.10

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(j) Compliance with Law. Notwithstanding any other provision of this Library Agreement, nothing in this Library Agreement requires Library or the Registry to take any action that would violate any applicable law and neither of them shall be held to have breached this Library Agreement by omitting to take any action that, if taken, would violate any applicable law.

Also posted in Attachment B1, Section B1.9(j), Settlement | Comments closed

SB1 9.11

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(k) Counterparts. This Library Agreement may be signed in counterparts, each of which shall constitute a duplicate original. Execution by facsimile shall be fully and legally binding on a Party.

Also posted in Attachment B1, Section B1.9(k), Settlement | Comments closed