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• <br /> 1 J <br /> confidentiality obligations under this Agreement as if those confidentiality obligations were imposed directly on those <br /> officers,directors,employees and other staff.Iron Mountain shall be responsible for the delivery of Services of any such <br /> subcontractor as if Iron Mountain had performed the Services.The Depositor represents that all Deposit Material is <br /> provided with all rights necessary for Iron Mountain to verify such proprietary technology and materials to perform the <br /> Services or agrees to use commercially reasonable efforts to provide Iron Mountain with any necessary use rights or <br /> permissions to use materials necessary to perform verification of the Deposit Material. The Depositor agrees to <br /> reasonably cooperate with Iron Mountain by providing reasonable access to its technical personnel for verification <br /> Services whenever reasonably necessary.Upon request by the Depositor,Iron Mountain will identify the subcontractor it <br /> intends to use to conduct the verification testing,and such subcontractor shall not be able to be used by Iron Mountain <br /> unless the use of that subcontractor has been approved by the Depositor. <br /> 3. The Beneficiary's Responsibilities and Representations. <br /> (a) The Beneficiaries acknowledge that,as between Iron Mountain and the Beneficiaries,Iron Mountain is not responsible <br /> for the completeness and functionality of all Deposit Material. <br /> (b) The Beneficiaries request and agree to the performance of the Level I and Level 2 verification Services described in <br /> Exhibit V ESCROW DEPOSIT STATEMENT OF WORK FOR LEVEL I AND 2 according to the terms and conditions <br /> of Exhibit V,and further consents to Iron Mountain's use of a subcontractor if needed to provide such Services.The <br /> Beneficiaries warrant that Iron Mountain's use of any materials supplied by the Beneficiaries to perform the verification <br /> Services described in Exhibit A is lawful and does not violate the rights of any third parties. <br /> (c)The Beneficiaries appoint King County as their authorised representative to act on their behalf in all dealings with Iron <br /> Mountain that relate to the payment of the Services Fees(as further defined in section 5). King County accepts such <br /> appointment. <br /> 4. Iron Mountain Responsibilities and Representations. <br /> (a) Iron Mountain agrees to use commercially reasonable efforts to provide the Services requested by Authorized Person(s) <br /> (as identified in the"Authorized Person(s)/Notices Table"below)representing the Depositor or the Beneficiaries in a <br /> Work Request. Iron Mountain may reject a Work Request(in whole or in part)that does not contain all required <br /> information at any time upon notification to the Party originating the Work Request. <br /> (b) Iron Mountain will conduct a visual inspection upon receipt of any Deposit Material as described in Exhibit B. If Iron <br /> Mountain determines that the Deposit Material does not match the description provided by the Depositor represented in <br /> Exhibit B attached hereto,Iron Mountain will notify the Depositor and the Beneficiaries of such discrepancies and notate <br /> such discrepancy in Exhibit B. <br /> (c) Iron Mountain will provide notice to the Beneficiaries of all Deposit Material that is accepted and deposited into the <br /> escrow account under this Agreement. <br /> (d) Iron Mountain agrees to the performance of the Level 1 and Level 2 verification Services described in Exhibit V <br /> ESCROW DEPOSIT STATEMENT OF WORK FOR LEVEL I AND 2 according to the terms and conditions of Exhibit <br /> V. Before Iron Mountain commences any work not described in Exhibit A or Exhibit V,Iron Mountain and the <br /> Beneficiaries will mutually agree in writing to a Statement of work(SOW)on the following terms and conditions that <br /> include but are not limited to:description of Deposit Material to be tested;description of Verification testing;requesting <br /> Party responsibilities;Iron Mountain responsibilities;Service Fees;invoice payment instructions;;designation of <br /> authorized SOW representatives for both the requesting Party and Iron Mountain with name and contact information;and <br /> description of any final deliverables prior to the start of any fulfillment activity. After the start of fulfillment activity, <br /> each SOW may only be amended or modified in writing with the mutual agreement of both Parties,in accordance with <br /> the change control procedures set forth therein. <br /> (e) Iron Mountain will hold and protect Deposit Material in physical vaults at Iron Mountain locations in the following areas, <br /> as set forth in Exhibit V,unless otherwise agreed to by the Parties. <br /> (i) King County,WA,in the USA;and <br /> (ii) Norcross,GA,in the USA. <br /> (0 Upon receipt of written instructions by both the Depositor and the Beneficiaries,Iron Mountain will permit the <br /> replacement or removal of previously submitted Deposit Material.The Party making such request shall be responsible for <br /> getting the other Party to approve the joint instructions. <br /> 5. Payment. <br /> King County("Paying Party")shall pay to Iron Mountain all fees as set forth in the Work Request("Service Fees"). Except <br /> as set forth in Exhibit V,all Service Fees are due within thirty(30)calendar days from the date of invoice in U.S.currency <br /> and are non-refundable.Except for the fees for the Services specified in Exhibit V, Iron Mountain may update Service Fees <br /> specified as annual fees in Exhibit A with a ninety(90)calendar day written notice to the Paying Party during the term of this <br /> Updated December 2008 n <br /> Page 2 of 33 <br />