Copyright term, film labeling, and film preservation legislation : hearings before the Subcommittee on Courts and Intellectual Property of the Committee on the Judiciary, House of Representatives, One Hundred Fourth Congress, first session, on H.R. 989, H.R. 1248, and H.R. 1734 ... June 1 and July 13, 1995 (1996)

500 of any representations, warranties, or other obligations set forth in this Agreement." Some agreements limit this indemnity by providing that: "such indemnification shall be only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of the Archive, its officers, agents, or employees." *^Sample language: 'The Archive shall not be responsible for any damage to, destruction of, or loss of the Deposit Materials or any portion thereof unless said damage, destruction, or loss occurs as a result of negligence or willful misconduct on the part of the Archive, its officers, agents, or employees." Such limitation on liability may further provide: "Should the Deposit Materials or any portion of those materials be damaged or destroyed as a result of negligence or willful misconduct by the Archive, its officers, agents, or employees, the Donor will be compensated up to the full replacement cost of the affected materials, excluding any consideration of artistic or historical value." *^Sample language: 'The Archive acknowledges the Donor's concern about protecting the Deposit Materials against theft and unauthorized access, use or duplication, and agrees to take all reasonable precautions necessary to guard against the theft, loss, or unauthorized use of or access to the Deposit Materials." *^Sample language: "The Archive shall not have the right to assign any of its rights under this Agreement to any other party, nor may the Archive transfer possession of any of the Deposit Materials to any other party, absent express written pemiission of the Donor." See also the discussion at section V.E. **Sample language: "Should the Deposit Materials, or any part thereof, be found by the Archive to include materials which the Archive deems inappropriate for permanent retention with the Archive's collection or excess to its needs, the Archive shall offer to return such materials to the Donor or forward them to such institution as the Donor may designate, at Donor's expense. If Donor does not respond to such offer within a reasonable time, then the Archive shall have the right to dispose of such materials in accordance with the Archive's standard procedures." "Sample language: "Both parties agree that they will consult with each other before issuing any publicity with respect to this Deposit Agreement, and that neither party will issue any such publicity without the consent of the other. The Archive agrees to consult with Donor prior to issuing any publicity regarding the Deposit Materials, and the Donor agrees to consult with the Archive before making any public references to the inclusion of the Deposit Materials in the collection of the Archive." Where there are limits on the right of the archive to use elements of the Deposit Materials in connection with publicity: "The Archive further agrees that it will not use, or permit the use of, any materials from the Deposit Materials in connection with publicity regarding the Deposit Agreement or the Deposit Materials without the express written consent of Donor." **Sample language: "Donor and the Archive agree at all times to maintain the confidentiality of the terms and conditions of this Agreement and of any proprietary information regarding Donor's or the Archive's business or operations which becomes known to either party as a result of this Agreement. Notwithstanding the foregoing, nothing herein shall prevent either party from announcing the donation of the Deposit Supporting Document D: Depositing Films in Archives 77