Common use of CONTINUED ACCESS TO LICENSED MATERIALS Clause in Contracts

CONTINUED ACCESS TO LICENSED MATERIALS. Without limiting its obligations under this Agreement, Licensor represents, warrants and covenants that, in the unlikely event that it cannot assume the responsibility for maintaining the Archive pursuant to Clause 6.8 [Archiving and Preservation], or if Licensor ceases doing business or otherwise cannot honour the terms of this Agreement, Licensor will undertake one of the following courses of action: (a) transfer the Archive to one or more third parties mutually acceptable to both Licensor and Licensee, where perpetual access may be maintained pursuant to Clause 2.2; or (b) supply Licensee with a machine-readable, DRM-free, digital copy of the Licensed Materials in a mutually acceptable format. Licensee is authorized to make such further copies in perpetuity as it may deem necessary for purposes of archival preservation, refreshing, or migration, including migration to other formats, so long as the purpose of such copying is solely for continued use and/or archival retention of the data and does not violate or extend the use rights contained in this Agreement.

CONTINUED ACCESS TO LICENSED MATERIALS. Without limiting its obligations under this Agreement, Licensor represents, warrants and covenants that, in the unlikely event that it cannot assume the responsibility for maintaining the Archive pursuant to Clause 6.8 6.4 [Archiving and PreservationArchiving], or if Licensor ceases doing business or otherwise cannot honour the terms of this Agreement, Licensor will undertake one of the following courses of action: (a) transfer the Archive to one or more third parties mutually acceptable to both Licensor and Licensee, where perpetual access may be maintained pursuant to Clause 2.2; or (b) supply Licensee with a machine-readable, DRM-free, digital copy of the Licensed Materials in a mutually acceptable format. Licensee is authorized to make such further copies in perpetuity as it may deem necessary for purposes of archival preservation, refreshing, or migration, including migration to other formats, so long as the purpose of such copying is solely for continued use and/or archival retention of the data and does not violate or extend the use rights contained in this Agreement.