Deposit Material Verification Clause Samples

Deposit Material Verification. Upon Agen’s written request and at Agen’s expense, no more than once following a given deposit of any Deposit Materials or any update thereto, Cryonix shall allow and investigator to be designated by Agen who is reasonably acceptable to Synbiotics (the “Examiner”) to confirm whether the Deposit Materials comply with the requirements of the Settlement Agreement, by permitting the Examiner (under confidentiality agreement) to examine and to confirm compliance of the Deposit Materials with the requirements of the Settlement Agreement. Cryonix shall report forthwith to Synbiotics and Agen whether the Examiner confirms or declines to confirm that the Deposit Materials, including also each respective Deposit Category in and of itself, comply with the requirements of the Settlement Agreement; and if the Examiner declines to so confirm then Cryonix shall also report to Synbiotics (but not to Agen) the details of the deficiency, in order to assist Synbiotics in providing updated Deposit Materials to attempt to cure the deficiency. Without limiting the rights or remedies of Agen under this Agreement or the Settlement Agreement, the process of this Section 1(d) will thereupon be repeated. Cryonix shall not be liable for any actions taken on the part of the Examiner with regards to the Deposit Materials.

Deposit Material Verification. (a) Beneficiary may submit a verification Work Request to Iron Mountain for one or more of the Services defined in Exhibit A attached to this Agreement and Depositor consents to Iron Mountain’s performance of any level(s) of such Services. Upon request by Iron Mountain and in support of Beneficiary’s request for verification Services, Depositor shall promptly complete and return an escrow deposit questionnaire and reasonably cooperate with Iron Mountain by providing reasonable access to its technical personnel whenever reasonably necessary. (b) The Parties consent to Iron Mountain’s use of a subcontractor to perform verification Services. Such subcontractor shall be bound by the same confidentiality obligations as Iron Mountain and shall not be a direct competitor to either Depositor or Beneficiary. Iron Mountain shall be responsible for the delivery of Services of any such subcontractor as if Iron Mountain had performed the Services. Depositor warrants and Beneficiary warrants that any material it supplies for verification Services is lawful, does not violate the rights of any third parties and is provided with all rights necessary for Iron Mountain to perform verification of the Deposit Material. (c) Iron Mountain will work with a Party who submits any verification Work Request for Deposit Material covered under this Agreement to either fulfill any standard verification Services Work Request or develop a custom Statement of Work (“SOW”). Iron Mountain and the requesting Party will mutually agree in writing to an SOW on terms and conditions that include but are not limited to: description of Deposit Material to be tested; description of verification testing requesting Party responsibilities; Iron Mountain responsibilities; Service Fees; invoice payment instructions; designation of the paying Party; designation of authorized SOW representatives for both the requesting Party and Iron Mountain with name and contact information; and description of any final deliverables prior to the start of any fulfillment activity. Provided that the requesting Party has identified in the verification Work Request or SOW that the Deposit Material is subject to the regulations of the International Traffic in Arms Regulations (22 CFR 120)(hereinafter “ITAR”), Iron Mountain shall ensure that any subcontractor who is granted access to the Deposit Material for the performance of verification Services shall be a U.S. Person as defined in 8 US.C. 1101(a)(20) or who is a protected p...