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ownership of the proprietary information and materials contained on the media suCh 2S any copyright, trade secret, patent or other intellectual property rights. 3.2 Right to Make Copies. DSI shall have the right to make copies of the Software as reasonably necessary to perform this Agreement. DSI shall copy all copyright, nondisclosure, and other proprietary notices and titles contained on the Software onto any copies made by DSI. With all Software submitted to DSI, Lucent shall provide any and all instructions as may be necessary to duplicate the Software including but not limited to the hardware and/or software needed to perform the duplication. 3.3 Right to Transfer Upon Release. Lucent hereby grants to DSI the right to transfer Software to CITY upon release of the Software in accordance with Article 4. Except upon such a release or as otherwise provided in this Agreement, DSI shall not transfer the Software. ARTICLE 4—RELEASE.OF DEPOSIT 4.1 Release Conditions. The occurrence of one of the following events shall constitute a Preferred Beneficiary Release Condition: a. Lucent ceases to provide support for the Saftware and said support is not provided by a third party or discontinued as a result of i) a merger or consolidation with another entity other than CITY, ii) the sale of all or substantially all its assets or otherwise to another entity other than CITY, or iii) LucenYs discontinuance of the sale or licensing of the Soflware; b. Lucent ceases active operation of its business; c. A voluntary or involuntary petition in bankruptcy is filed against Lucent, and such petition is not stayed or removed within sixty (60) days after the filing thereof; d. e. A receiver, trustee, or custodian is appointed for all or any substantial portion of Lucent's assets; or f. Lucent makes any substantial assignment for the benefit of creditors. 42 Filing for Release. If CITY believes in good faith that a Preferred Beneficiary Release Condition has occurred, CITY may provide to DSI written notice of the occurrence of the Preferred Beneficiary Release Condition and a request for the release of the Software to CITY. Upon receipt of such notice, DSI shall provide a copy of the notice to Lucent, by certified mail, return receipt requested, or by commercial express mail. 4.3 Contrary Instructions. From the date DSI mails the notice requesting release of the Software, Lucent shall have thirty (30) business days to deliver to DSI Contrary Instr.uctions. "Contrary Instructions" shall mean the written representation by Lucent that a Preferred Beneficiary Release Condition has not occurred or has been cured. Upon receipt of Contrary Instructions, DSI shall send a copy to CITY by certified mail, return receipt requested, or by commercial express mail. Additionally, DSI shall notify both Lucent and CITY that there is a dispute to be resolved. DSI will release the Software within one hundred twenty (120) days after receiving the Contrary Instructions, unless it receives (a) joint instructions from Lucent and CITY, or (b) an order of a court to the contrary. 4.4 Release of Deposit. If DSI does not receive Contrary Instructions from Lucent, DSI will release the Software no later than ninety (90) days after DSI receives written notice of the occurrence of a Preferred Beneficiary Release Condition. However, DSI is entitled to receive any fees due DSI before making the release. This Agreement will terminate upon the release of Software held by DSL 3