Background Agreements Sample Clauses

Background Agreements a. The DOI Foundation represents and warrants to RA that the Background Agreements are in full force and effect, and that the MPA Agreement and TSA Agreement include licenses (the “Handle Licenses”) to the Global Handle Registry and ▇▇▇▇▇▇.▇▇▇ software (the “Handle Technology”) that are sufficient to discharge the responsibilities of the Registration Authority under the ISO Standard, to maintain and preserve the DOI® System and to permit the DOI Foundation, RA and all other participants in the DOI® System to exercise any and all rights in the Global Handle Registry and ▇▇▇▇▇▇.▇▇▇ software that are necessary for the operation of the DOI® System. RA acknowledges and agrees that copies of the Background Agreements have been made available to RA for inspection and copying and agrees to comply with the terms and conditions of the Background Agreements, to the extent applicable to RA as the DOI Foundation’s subcontractor or sublicensee. b. The DOI Foundation shall give prompt notice to RA of any expiration, notice of default, notice of non-renewal or other event that could result in the termination of any one or more of the Background Agreements (a “Termination Event”). In the event of any Termination Event caused by an alleged default by the DOI Foundation, RA, either acting alone or in cooperation with other Registration Agencies, shall have the right to remedy the default and to initiate the procedures for an Event Requiring Restructuring, as defined and provided below. In the event of any other Termination Event, the DOI Foundation shall cooperate with RA and other Registration Agencies in negotiating with CNRI, ▇▇▇▇, or with any other entity, including without limitation any successor to such entities, to preserve the parties’ right to discharge the responsibilities of the Registration Authority under the ISO Standard, to maintain and preserve the DOI® System and to operate the DOI® System using the Handle Technology or such other technology as may be required to operate the DOI® System. c. In the event of an Event Requiring Restructuring, as defined below, the DOI Foundation agrees to negotiate in good faith with ISO, CNRI and/or ▇▇▇▇ for a modification to the Background Agreements under which RA and other Registration Agencies can continue to operate the DOI® System.

Background Agreements