Common use of DECISION TO ENFORCE Clause in Contracts

DECISION TO ENFORCE. Except for those actions initiated by Keysight pursuant to Section 4.3 hereof to enforce any sublicense or other agreement with any Affiliate or Authorized Dealer, Agilent shall have exclusive control of any litigation, opposition, cancellation or related legal proceedings. The decision whether to bring, maintain or settle any such proceedings shall be at the exclusive option of Agilent; provided, however, that in cases where Keysight is bearing the costs of such action, Agilent agrees to consult with Keysight prior to making such decisions. Keysight can revoke its request that Agilent take action at any time upon written notice. If the revocation is received by Agilent before an action is initiated, the revocation will be effective upon receipt. However, if the revocation is received by Agilent after an action is initiated, Keysight’s revocation will become effective only upon the action being successfully terminated or concluded. If, during the pendency of an action for which Keysight is bearing the costs, a settlement opportunity is presented that Keysight elects to accept, Agilent may alone reject the settlement and continue the litigation on the condition that Agilent bear the costs from that time forward. Keysight shall not and shall have no right to initiate any litigation, opposition, cancellation or related legal proceedings with respect to the Licensed Marks in its own name (except for those actions initiated by Keysight pursuant to Section 4.3 hereof). Other than disbursement of monetary recoveries in accordance with Section 9.4(d), below, Agilent shall incur no liability to Keysight or any other Person under any legal theory by reason of Agilent’s failure or refusal to prosecute, nor by reason of any settlement to which Agilent may agree.