Enforcement and Cooperation Clause Samples
The Enforcement and Cooperation clause outlines the parties' obligations to actively support and facilitate the implementation and upholding of the agreement's terms. In practice, this may require parties to provide information, assist in investigations, or take specific actions to ensure compliance with legal or contractual requirements. Its core function is to promote mutual assistance and accountability, ensuring that all parties work together to effectively enforce the agreement and address any breaches or issues that arise.
Enforcement and Cooperation. If (i) Licensor or Visara becomes aware of any actual or suspected infringement of any Licensor Patent Right, or (ii) any such Licensor Patent Right is challenged in any action or proceeding (other than any interferences, oppositions, reissue proceedings or re-examinations, which are addressed in Section 9.2(a) (Licensor Technology)), then such Party will notify the other Party promptly, and following such notification, the Parties will confer. Visara will have the first right, but will not be obligated, to defend any such action or proceeding in the Territory or bring an infringement action with respect to such infringement in the Territory at its own expense, in its own name and entirely under its own direction and control, or settle any such action or proceeding by sublicense (including, at Visara’s sole discretion, granting a sublicense, covenant not to sue or other right with respect to an Antibody or product (including a Biosimilar Product) in the Field in the Territory). In the event Visara fails to defend such action, ▇▇▇▇▇ such infringement, or file an action to ▇▇▇▇▇ such infringement in the Territory within [***] days after a written request from the Licensor to do so, or if Visara discontinues the prosecution of any such action after filing without abating such infringement, then Licensor will have the second right, but will not be obligated, to defend any such action or proceeding in the Territory or bring an infringement action with respect to such infringement in the Territory at its own expense, in its own name and under its own direction and control. Regardless of which Party exercises its right this Section 9.4(a) (Enforcement and Cooperation), the other Party and its Affiliates will reasonably assist such enforcing Party in any action or proceeding being defended or prosecuted if so requested, and will agree to be named in or join such action or proceeding if requested by such enforcing Party. If the other Party elects to be represented by legal counsel, then the enforcing Party will bear all of such Party’s related and reasonable legal costs and expenses if the other Party is required to be named in or joined in such action or proceeding or is joined in such action or proceeding at the enforcing Party’s request.
Enforcement and Cooperation. Sublicensee shall notify Licensor if it learns of the existence, use, or promotion of any mark, design, trade name, domain name, or any other indicia that may be confused, or otherwise depreciate the value of the goodwill associated, with the Trademark. Licensor may take any action it deems necessary or advisable to enforce its rights in respect of the Trademark and Sublicensee shall cooperate with Licensor in any proceeding to enforce their rights in respect of the Trademark.
Enforcement and Cooperation. Licensee shall notify Licensor if it learns of the existence, use, or promotion of any ▇▇▇▇, design, trade name, domain name, or any other indicia that may be confused with, or otherwise depreciate the value of the goodwill associated with, any of the Trademarks and/or any claims, demands, lawsuits, proceedings, and actions of any kind made or commenced, or which is threatened to be made or commenced in relation to the Licensed Marks. Without obligation, Licensor may take any action it deems necessary or advisable, in its discretion and at its expense, to enforce or defend its rights in respect of the Trademarks, including the Licensed Marks, and Licensee shall reasonably cooperate with Licensor in any proceeding, at the cost of Licensor, to enforce its rights in respect of the Trademarks.