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agreement or the deposit materials. Similarly the archive may wish to have a voice in how its affiliation with the deposit materials is publicized. These issues should be discussed prior to the deposit and then expressed in mutually acceptable language.^
B. Confidentiality
Although confidentiality is generally not a concern in deposit agreements, some agreements may require both parties to keep the tenns and conditions of the agreement confidential, as well as any proprietary information regarding the parties' business or operations.^
V. Miscellaneous provisions
No legal document would, of course, be complete without legal boilerplate. While these provisions are not as key as the preceding points, they should nevertheless not be overiooked.
A. Representations and warranties
Archives occasionally ask the donor to represent and warrant that she has the right to enter into the agreement. Where these provisions are included, they are usually reciprocal between the donor and the archive.*^
Where the donor does not own the copyright to the deposit materials (such as a collector of classic films), special attention should be made that no representations are made of ownership or control of copyrights by the donors.
Where an agreement contains representations and warranties, it will frequently include an indemnification/hold-harmless undertaking in the event that those representations or warranties are breached. Any such clause should be reciprocal between the donor and the archive.**
B. Address for notices
As obvious as this seems, it should not be overlooked. Notices cannot be given and consents cannot be sought if addresses are unavailable.
Less obvious, but equally important, is the responsibility of the donor to keep the. archive apprised of any changes in her address subsequent to the signing of the agreement.
C. Requirement that amendments be in writing
It is generally a good idea to include a statement, occasionally referred to as an "integration clause," that the signed document constitutes the full agreement between the parties, and that it can be modified only by a subsequent written agreement signed by the parties.
Supporting Document D: Depositing Films in Archives Gi7