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1.5 LucenYs Representations. Lucent represents as follows: a. Lucent lawfully possesses all of the Software deposited with DSI; b. With respect to ali af the Software, Lucent has the right and authority to grant to DSI and CITY the rights as provided in this Agreement; c. The Software is not subject to any lien or other encumbrance; d. The Software consists of the proprietary information and other materials identified in the Soflware Agreement(s) and Exhibit A; and e. The Software is readable and useable in its current form or, if the Software is encrypted, the decryption tools and decryption keys have also been deposited. 1.6 Verification. CITY shall have the right, at CITY's expense, to cause a verification of the Software which shall consist exclusively to having an authorized employee of Lucent demonstrate to an authorized employee of CITY on the premises of DSI that the source code deposited can indeed be compiled to the executable software said source code is related to and to demonstrate that . such compiled executable soflware passes a mutually agreed upon acceptance test plan. 1.7 Deposit Updates. Lucent shall update the Software within 90 days of each release of a new version of the Software. Such updates will be added to the existing deposit. All deposit updates shall be listed on a new Exhibit B and the new Exhibit B shall be signed by Lucent. Each Exhibit B will be held and maintained separately within the escrow account. An independent record will be created which will document the activity for each Exhibit B. The processing of all deposit updates shall be in accordance with Sections 1.2 through 1.6 above. Alt references in this Agreement to the Software shall include the Software and any updates. 1.8 Removal of Software. The Software may be removed or exchanged only on written instructions � signed by Lucent and CITY, or as otherwise provided in this Agreement. ARTICLE 2—CONFIDENTIALITY AND RECORD KEEPING 2.1 Confidentiality. DSI shall maintain the Software in a secure, environmentally safe, locked facility which is accessible onfy to authorized representatives of DSI. DSI shall have the obfigation to reasonably protect the confidentiality of the Software. Except as provided in this Agreement, DSI shall not disclose, transfer, make available, or use the Software. DSI shall not disclose the content of this Agreement to any third party. If DSI receives a subpoena or other order of a court or other judicial tribunal pertaining to the disclosure or release of the Software, DSI will immediately notify the parties to this Agreement. It shall be the responsibility of Lucent to challenge any such order within ten days of DSI's receipt of such order. If Lucent does not respond within such time period, CITY will have the right, at its sole discretion, to challenge such order, provided, however, that DSI does not waive its rights to present its position with respect to any such order. DSI will not be required to disobey any court or other judicial tribunal order. (See Section 7.5 below for notices of requested orders.) 2.2 Status Reports. DSI will issue to Lucent and CfTY a report profiling the account history at least semi-annually. DSI may provide copies of the account history pertaining to this Agreement upon the request of any party to this Agreement. 2.3 Audit Rights. During the term of this Agreement, Lucent and CITY shall each have the right to inspect the written records of DSI pertaining to this Agreement. Any inspection shall be held during normal business hours and following reasonable prior notice. ARTICLE 3—GRANT OF RIGHTS TO DSI 3.1 Title to Media. Lucent hereby transfers to DSI the title to the media upon which the proprietary information and materials are written or stored. However, this transfer does not inctude the 2 _ . _ . __ .