Common use of Infringement of Intellectual Property Rights Clause in Contracts

Infringement of Intellectual Property Rights. 5.1 Each party shall promptly notify the other of any unauthorized use of which it becomes aware or suspected infringement or misappropriation of any of the Licensed Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works within the Territory provide the other with any and all available evidence of such suspected or actual infringement or misappropriation. Travelzoo shall have the first right to determine how to handle or otherwise deal with any such unauthorized use or suspected infringement or misappropriation, or in defending against any declaratory judgment action alleging invalidity, unenforceability or non-infringement of any Licensed Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works, including the right to settle or otherwise compromise any dispute or lawsuit; provided, that (i) Travelzoo may not settle any such dispute or lawsuit without the prior written approval of Licensee if such settlement would affect the rights of Licensee hereunder, and (ii) if Travelzoo does not initiate reasonable action to cease suspected infringement or misappropriation of any of the Licensed Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works within the Territory, then Licensee shall be entitled to take such action. Travelzoo, at no cost to Travelzoo, shall provide all reasonable assistance and cooperation in any such legal action permitted hereunder that Licensee may initiate in all respects including allowing Licensee to join Travelzoo as a party to any such suit, having its employees testify when requested, and making relevant records, papers, information, samples, specimens and the like reasonably available to Travelzoo, subject to reasonable safeguards for confidentiality. Licensee, at no cost to Licensee, shall provide all reasonable assistance and cooperation in any legal action Travelzoo may initiate or defend in all respects including allowing Travelzoo to join Licensee as a party to any such suit, having its employees testify when requested, and making relevant records, papers, information, samples, specimens and the like reasonably available to Travelzoo, subject to reasonable safeguards for confidentiality. Travelzoo shall have no duty to initiate or defend any litigation if in its sole judgment such litigation is not warranted or is not in its best interests.

Infringement of Intellectual Property Rights. 5.1 Each party In the event Cellegy or Licensee have reason to believe that a Third Party may be infringing or diluting, as the case may be, Intellectual Property Rights or misappropriating the Licensed Product, such Party shall promptly notify the other Party. Cellegy may, in its discretion, elect to enforce the Intellectual Property Rights through legal action or otherwise, and Licensee agrees to reasonably cooperate with Cellegy in such enforcement subject to reimbursement of its reasonable out-of-pocket expenses together with any unauthorized use reasonable attorneys fees incurred in connection therewith. In the event Cellegy elects not to enforce the Patent Rights relating to the Licensed Product within sixty (60) days after notice of which it becomes aware or suspected the possible infringement or misappropriation of any dilution, and Licensee can demonstrate that the potential infringement or dilution is reasonably likely to result in material lost sales of the Licensed Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works Product within the Territory provide the applicable country, then Licensee may institute a lawsuit or other with any and all available evidence such actions at its expense to prevent continuation of such suspected or actual potential infringement or misappropriation. Travelzoo shall have the first right to determine how to handle or otherwise deal with any such unauthorized use or suspected infringement or misappropriationdilution, or in defending against any declaratory judgment action alleging invalidity, unenforceability or non-infringement of any Licensed Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works, including the right to settle or otherwise compromise any dispute or lawsuit; provided, that and then (i) Travelzoo may not settle any during the pendency of such dispute action, Licensee shall be entitled to defer the payment of 50% of the royalties due to Cellegy on Net Sales under Section 8.4 in the relevant country or lawsuit without countries, with such deferred amount being paid to Cellegy at the prior written approval successful conclusion of Licensee if such settlement would affect the rights of Licensee hereunderaction, and (ii) if Travelzoo does not initiate reasonable action to cease suspected infringement Licensee will retain all award, damages or misappropriation of any of the Licensed Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works within the Territory, then compensation obtained by Licensee shall be entitled to take such action. Travelzoo, at no cost to Travelzoo, shall provide all reasonable assistance and cooperation in any such legal action permitted hereunder that Licensee may initiate in all respects including allowing Licensee to join Travelzoo as a party to any such suit, having its employees testify when requested, and making relevant records, papers, information, samples, specimens and except that Cellegy shall receive a portion equivalent to the like reasonably available royalties it would have received in accordance with the terms of this Agreement as if such amount were Net Sales of Licensee. Cellegy will provide reasonable cooperation with respect to Travelzooany lawsuit which Licensee may bring pursuant to this Article, subject to reimbursement of its reasonable safeguards for confidentialityout-of-pocket expenses and reasonable attorneys fees in connection therewith. Licensee, at no cost to Licensee, Licensee shall provide all reasonable assistance and cooperation in not enter into any legal action Travelzoo may initiate settlement or defend in all respects including allowing Travelzoo to join Licensee as a party to compromise of any such suitclaim without the prior written consent of Cellegy, having its employees testify when requested, and making relevant records, papers, information, samples, specimens and the like reasonably available to Travelzoo, subject to reasonable safeguards for confidentiality. Travelzoo which shall have no duty to initiate not be unreasonably delayed or defend any litigation if in its sole judgment such litigation is not warranted or is not in its best interestswithheld.

Infringement of Intellectual Property Rights. 5.1 Each party The Supplier shall promptly notify fully indemnify and hold the other Customer harmless against all actions, claims, demands, proceedings, costs, charges and expenses (including legal fees on an indemnity basis) arising from or incurred by reason of any unauthorized infringement or alleged infringement of any letters patent, designs registered or unregistered, copyright, trade mark, trade name or other Intellectual Property Rights including any wrongful use of which it becomes aware confidential information by the use or suspected infringement possession of the Services or misappropriation any part thereof provided by the Supplier or licensed by the Supplier to the Customer under the Agreement subject to: the Customer promptly notifying the Supplier of any alleged infringement and, subject to sub-condition 14.1.3 below, allowing the Supplier at their own expense to conduct all negotiations for settlement or litigation; the Customer making no admission without the Supplier’s written consent unless and until the Supplier shall have failed to take over the conduct of the Licensed Marksnegotiations or litigation; the conduct by the Supplier of such negotiations or litigation shall be conditional upon the Supplier having given the Customer such reasonable security as the Customer may require for the compensation, Licensed Softwaredamages, Licensed Trade Secrets, or Licensed Works within costs and expenses for which the Territory provide Customer may become liable. The Customer at the other with any and Supplier’s expense shall give the Supplier all available evidence of such suspected assistance. If the Services or actual infringement or misappropriation. Travelzoo shall have the first right to determine how to handle or otherwise deal with any such unauthorized use or suspected infringement or misappropriationpart thereof becomes, or in defending against any declaratory judgment action alleging invaliditythe Supplier’s reasonable opinion is likely to become, unenforceability or non-infringement of any Licensed Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works, including the right to settle or otherwise compromise any dispute or lawsuit; provided, that (i) Travelzoo may not settle any such dispute or lawsuit without the prior written approval of Licensee if such settlement would affect the rights of Licensee hereunder, and (ii) if Travelzoo does not initiate reasonable action to cease suspected infringement or misappropriation of any of the Licensed Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works within the Territory, then Licensee shall be entitled to take such action. Travelzoo, at no cost to Travelzoo, shall provide all reasonable assistance and cooperation in any such legal action permitted hereunder that Licensee may initiate in all respects including allowing Licensee to join Travelzoo as a party subject to any such suitaction for infringement then, having in addition to the indemnity under sub-condition 14.1 above, the Supplier shall at its employees testify when requestedown expense negotiate to obtain the right for the Customer to continue to use the infringing items, if necessary by replacing, remove or modifying them, but without reducing their quality or ability to meet the Customer’s requirements as specified by the Agreement. The Supplier shall indemnify the Customer against all losses, costs, damages and making relevant recordsexpenses whatsoever during the period that the Customer is deprived of the use of the Services by reason of such negotiations, papers, information, samples, specimens replacements or modifications the outcome of which will be confirmed by the issue of a Change Request which shall not entitle the Supplier to any addition to the Charges or any extension of the Order lead time. The Supplier shall not be liable under sub-condition 14.1 and the like reasonably available to Travelzoo, subject to reasonable safeguards 14.2 above for confidentiality. Licensee, at no cost to Licensee, shall provide all reasonable assistance and cooperation in any legal action Travelzoo may initiate such infringement or defend in all respects including allowing Travelzoo to join Licensee alleged infringement which arises as a party result of the inclusion in the Services of any element supplied by the Customer or any use of the Services for a purpose or in a manner different from that specified in, or reasonably to any such suitbe inferred from, having its employees testify when requested, and making relevant records, papers, information, samples, specimens and the like reasonably available to Travelzoo, subject to reasonable safeguards for confidentiality. Travelzoo shall have no duty to initiate or defend any litigation if in its sole judgment such litigation is not warranted or is not in its best interestsAgreement.

Infringement of Intellectual Property Rights. 5.1 Each party shall promptly notify In the other event that FRI obtains knowledge of any unauthorized use of which it becomes aware or suspected infringement or misappropriation alleged infringement by a Third Party of any LuDOTATATE Patents, LuDOTATATE Know-How, and/or Lutathera Trademarks, FRI shall inform AAA promptly of the Licensed Marks, Licensed Software, Licensed Trade Secrets, such infringement or Licensed Works within the Territory alleged infringement and provide the other AAA with any and all available evidence of such suspected or actual infringement or misappropriationalleged infringement claim. Travelzoo AAA shall have the first right but not the obligation to determine how to handle or otherwise deal with prosecute at its own cost and expense any such unauthorized use or suspected infringement or misappropriation, or in defending against any declaratory judgment action alleging invalidity, unenforceability or non-claim of infringement of any Licensed MarksPatent Right, Licensed Software, Licensed Know-How or Trade Secrets, or Licensed Works, including the right Mxxx. If AAA decides to settle or otherwise compromise any dispute or lawsuit; provided, that (i) Travelzoo may not settle prosecute any such dispute claim, AAA shall have full control of the defense of such claim, but shall consult with FRI in all matters in relation with such defense. At the reasonable request of AAA, FRI, at its own expense except out-of-pocket expenses, shall provide reasonable assistance, in all suits or lawsuit proceedings and sign all necessary documents if appropriate to the situation. Any recovery in any action brought in accordance with this Section shall be applied first to out-of-pocket costs incurred by AAA, and then to the costs of FRI in providing assistance as contemplated by this Section, with the remainder to be retained by AAA. If AAA decides not to prosecute any such claim, and thus causes negative effect to FRI’s business directly, the Parties shall negotiate in good faith for a way to gain such economic recovery by FRI. Such obligation for the Parties to negotiate shall not be construed as an obligation to compensate FRI unless AAA has failed, as soon as AAA get knowledge of the infringement or alleged infringement from FRI, to take all appropriate measures in order to avoid or minimize the adverse effects on FRI’s business or has not performed with Commercial Reasonable Efforts to minimize the adverse effects on FRI business as the case is fully controllable by AAA without taking any measure which could be considered as violating any, alleged or not, third party’s rights. For the purpose of this Article 17, “out-of-pocket expenses” or “out-of-pocket cost” shall mean any cost, with the exception of legal costs such as attorneys’ fees, legal procedures costs, experts fees and expenses, directly paid by a Party to a Third Party in connection with tasks required for its role, responsibility or obligation herein. Legal costs, if to be supported by AAA, shall be submitted to its prior written approval of Licensee if such settlement would affect the rights of Licensee hereunder, and (ii) if Travelzoo does not initiate reasonable action to cease suspected infringement or misappropriation of any of the Licensed Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works within the Territory, then Licensee shall be entitled to take such action. Travelzoo, at no cost to Travelzoo, shall provide all reasonable assistance and cooperation in any such legal action permitted hereunder that Licensee may initiate in all respects including allowing Licensee to join Travelzoo as a party to any such suit, having its employees testify when requested, and making relevant records, papers, information, samples, specimens and the like reasonably available to Travelzoo, subject to reasonable safeguards for confidentiality. Licensee, at no cost to Licensee, shall provide all reasonable assistance and cooperation in any legal action Travelzoo may initiate or defend in all respects including allowing Travelzoo to join Licensee as a party to any such suit, having its employees testify when requested, and making relevant records, papers, information, samples, specimens and the like reasonably available to Travelzoo, subject to reasonable safeguards for confidentiality. Travelzoo shall have no duty to initiate or defend any litigation if in its sole judgment such litigation is not warranted or is not in its best interestsby FRI.

Infringement of Intellectual Property Rights. 5.1 Each party In the event Cellegy or Licensee have reason to believe that a Third Party may be infringing or diluting, as the case may be, Intellectual Property Rights or misappropriating the Licensed Product, such Party shall promptly notify the other Party. Cellegy may, in its discretion, elect to enforce the Intellectual Property Rights through legal action or otherwise, and Licensee agrees to reasonably cooperate with Cellegy in such enforcement subject to reimbursement of its reasonable out-of-pocket expenses together with any unauthorized use reasonable attorneys fees incurred in connection therewith. In the event Cellegy elects not to enforce the Patent Rights relating to the Licensed Product within sixty (60) days after notice of which it becomes aware or suspected the possible infringement or misappropriation of any dilution, and Licensee can demonstrate that the potential infringement or dilution is reasonably likely to result in material lost sales of the Licensed Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works Product within the Territory provide the applicable country, then Licensee may institute a lawsuit or other with any and all available evidence such actions at its expense to prevent continuation of such suspected or actual potential infringement or misappropriationdilution, and then Licensee will retain all award, damages or compensation obtained by Licensee in such suit, except that Cellegy shall receive a portion equivalent to the amounts it would have received in accordance with the terms of this Agreement as if such amount were Net Sales by Licensee of units of Licensed Product ordered by Licensee from Cellegy. Travelzoo Cellegy will provide reasonable cooperation with respect to any lawsuit which Licensee may bring pursuant to this Article, subject to reimbursement of its reasonable out-of-pocket expenses and reasonable attorneys fees in connection therewith. Licensee shall have the first right to determine how to handle not enter into any settlement or otherwise deal with compromise of any such unauthorized use or suspected infringement or misappropriation, or in defending against any declaratory judgment action alleging invalidity, unenforceability or non-infringement of any Licensed Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works, including the right to settle or otherwise compromise any dispute or lawsuit; provided, that (i) Travelzoo may not settle any such dispute or lawsuit claim without the prior written approval consent of Licensee if such settlement would affect the rights of Licensee hereunderCellegy, and (ii) if Travelzoo does which shall not initiate reasonable action to cease suspected infringement be unreasonably delayed or misappropriation of any of the Licensed Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works within the Territory, then Licensee shall be entitled to take such action. Travelzoo, at no cost to Travelzoo, shall provide all reasonable assistance and cooperation in any such legal action permitted hereunder that Licensee may initiate in all respects including allowing Licensee to join Travelzoo as a party to any such suit, having its employees testify when requested, and making relevant records, papers, information, samples, specimens and the like reasonably available to Travelzoo, subject to reasonable safeguards for confidentiality. Licensee, at no cost to Licensee, shall provide all reasonable assistance and cooperation in any legal action Travelzoo may initiate or defend in all respects including allowing Travelzoo to join Licensee as a party to any such suit, having its employees testify when requested, and making relevant records, papers, information, samples, specimens and the like reasonably available to Travelzoo, subject to reasonable safeguards for confidentiality. Travelzoo shall have no duty to initiate or defend any litigation if in its sole judgment such litigation is not warranted or is not in its best interestswithheld.

Infringement of Intellectual Property Rights. 5.1 Each party The Supplier shall promptly notify fully indemnify and hold the other Customer harmless against all actions, claims, demands, proceedings, costs, charges and expenses (including legal fees on an indemnity basis) arising from or incurred by reason of any unauthorized infringement or alleged infringement of any letters patent, designs registered or unregistered, copyright, trade xxxx, trade name or other Intellectual Property Rights including any wrongful use of which it becomes aware confidential information by the use or suspected infringement possession of the Equipment or misappropriation any part thereof provided by the Supplier or licensed by the Supplier to the Customer under the Agreement subject to: the Customer promptly notifying the Supplier of any alleged infringement and, subject to sub-clause 15.1.3 below, allowing the Supplier at their own expense to conduct all negotiations for settlement or litigation; the Customer making no admission without the Supplier’s written consent unless and until the Supplier shall have failed to take over the conduct of the Licensed Marksnegotiations or litigation; the conduct by the Supplier of such negotiations or litigation shall be conditional upon the Supplier having given the Customer such reasonable security as the Customer may require for the compensation, Licensed Softwaredamages, Licensed Trade Secrets, or Licensed Works within costs and expenses for which the Territory provide Customer may become liable. The Customer at the other with any and Supplier’s expense shall give the Supplier all available evidence of such suspected assistance. If the Equipment or actual infringement or misappropriation. Travelzoo shall have the first right to determine how to handle or otherwise deal with any such unauthorized use or suspected infringement or misappropriationpart thereof becomes, or in defending against any declaratory judgment action alleging invaliditythe Supplier’s reasonable opinion is likely to become, unenforceability or non-infringement of any Licensed Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works, including the right to settle or otherwise compromise any dispute or lawsuit; provided, that (i) Travelzoo may not settle any such dispute or lawsuit without the prior written approval of Licensee if such settlement would affect the rights of Licensee hereunder, and (ii) if Travelzoo does not initiate reasonable action to cease suspected infringement or misappropriation of any of the Licensed Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works within the Territory, then Licensee shall be entitled to take such action. Travelzoo, at no cost to Travelzoo, shall provide all reasonable assistance and cooperation in any such legal action permitted hereunder that Licensee may initiate in all respects including allowing Licensee to join Travelzoo as a party subject to any such suitaction for infringement then, having in addition to the indemnity under sub-clause 15.1.1 above, the Supplier shall at its employees testify when requestedown expense negotiate to obtain the right for the Customer to continue to use the infringing items, if necessary by replacing, remove or modifying them, but without reducing their quality or ability to meet the Customer’s requirements as specified by the Agreement. The Supplier shall indemnify the Customer against all losses, costs, damages and making relevant recordsexpenses whatsoever during the period that the Customer is deprived of the use of the Equipment by reason of such negotiations, papers, information, samples, specimens replacements or modifications the outcome of which will be confirmed by the issue of a Change Request which shall not entitle the Supplier to any addition to the Charges or any extension of the Order lead time. The Supplier shall not be liable under sub-clause 15.1.1 and the like reasonably available to Travelzoo, subject to reasonable safeguards 15.1.2 above for confidentiality. Licensee, at no cost to Licensee, shall provide all reasonable assistance and cooperation in any legal action Travelzoo may initiate such infringement or defend in all respects including allowing Travelzoo to join Licensee alleged infringement which arises as a party result of the including in the Equipment or any items supplied by the Customer or any use of the Equipment for a purpose or in a manner different to any such suitthat specified in, having its employees testify when requestedor reasonably to be inferred from, and making relevant records, papers, information, samples, specimens and the like reasonably available to Travelzoo, subject to reasonable safeguards for confidentiality. Travelzoo shall have no duty to initiate or defend any litigation if in its sole judgment such litigation is not warranted or is not in its best interestsAgreement.

Infringement of Intellectual Property Rights. 5.1 Each party shall promptly notify the other party of evidence of infringement in the Territory of a claim of any unauthorized use of which it becomes aware or suspected infringement or misappropriation of any of the Licensed Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works within the Territory provide intellectual property rights licensed hereunder. If either party shall have supplied the other party with any and all available written evidence demonstrating prima facie such infringement of such suspected or actual infringement or misappropriation. Travelzoo a licensed right by a third party in the Territory, LICENSEE shall have the first right right, but not the obligation, to determine how take action against such infringer on its own initiative. LICENSEE shall notify LICENSOR, within three (3) months of one party providing the other with evidence of infringement, whether LICENSEE intends to handle or otherwise deal with any such unauthorized use or suspected infringement or misappropriationprosecute the alleged infringement. If LICENSEE notifies LICENSOR that it intends to so prosecute, or in defending against any declaratory judgment action alleging invalidityLICENSEE shall (at its expense), unenforceability or non-infringement within three (3) months of any Licensed Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works, including the right its notice to settle or otherwise compromise any dispute or lawsuit; provided, that LICENSOR either (i) Travelzoo may not settle any such dispute cause infringement to terminate or lawsuit without the prior written approval of Licensee if such settlement would affect the rights of Licensee hereunder, and (ii) initiate and diligently prosecute legal proceedings against the infringer and in LICENSOR’s name if Travelzoo so required by law. In the event LICENSEE notifies LICENSOR that LICENSEE does not intend to prosecute said infringement, LICENSOR may,(but is under no obligation to take any action) upon notice to LICENSEE, initiate reasonable action to cease suspected infringement legal proceedings against the infringer at LICENSOR’s expense. No settlement, consent judgment, or misappropriation other voluntary final disposition of the suit which invalidates or restricts the claims or scope of any intellectual property right may be entered into without the consent of the Licensed Marksother party, Licensed Softwarewhich consent shall not be unreasonably withheld, Licensed Trade Secretsbut provided that, in the event one party (“the Objecting Party”) withholds consent for a proposed settlement, the party proposing the settlement may decline to support further costs of such suit or Licensed Works within settlement discussions, and the Territory, then Licensee Objecting Party shall be entitled required to take continue such actionsuit or settlement discussions at its own expense. Travelzoo, LICENSEE shall indemnify LICENSOR against any order for payment that may be made against LICENSOR in such proceedings brought by LICENSEE. LICENSOR shall indemnify LICENSEE against any order for payment that may be made against LICENSEE in such proceedings brought by LICENSOR to the extent arising out of any proceedings which LICENSOR brings at no cost its own expense pursuant to Travelzoo, shall provide all reasonable assistance and cooperation in Section 7.1 following LICENSEE’s decision not to prosecute any such legal action permitted hereunder that Licensee may initiate in all respects including allowing Licensee to join Travelzoo as a party to any such suit, having its employees testify when requested, and making relevant records, papers, information, samples, specimens and the like reasonably available to Travelzoo, subject to reasonable safeguards for confidentiality. Licensee, at no cost to Licensee, shall provide all reasonable assistance and cooperation in any legal action Travelzoo may initiate or defend in all respects including allowing Travelzoo to join Licensee as a party to any such suit, having its employees testify when requested, and making relevant records, papers, information, samples, specimens and the like reasonably available to Travelzoo, subject to reasonable safeguards for confidentiality. Travelzoo shall have no duty to initiate or defend any litigation if in its sole judgment such litigation is not warranted or is not in its best interestsalleged infringement.