Common use of Future Claims Clause in Contracts

Future Claims. In the event that any claim is brought against (i) PalmSource or (ii) a Third Party Licensee alleging infringement by such Third Party Licensee of the Xerox Patent with respect to the Covered OS Versions, Palm shall have the obligations set forth in this Agreement provided that Palm is notified of the claim within twenty (20) business days of written notice to PalmSource (but Palm shall only be relieved of its obligations to the extent that failure to notify prejudices Palm), given the exclusive authority to direct the defense or settlement negotiations, and rendered reasonable assistance. In the event that Palm pays to PalmSource any amounts in respect of a Third Party Licensee claim, then Palm’s obligations shall be extinguished with respect to those amounts and Palm will have no obligation to pay the same amounts directly to the Third Party Licensee notwithstanding any failure of PalmSource to pay the Third Party Licensee. Should PalmSource fail to pay money received from Palm for payment to a Third Party Licensee and Palm is obligated to, and does, make payment to such Third Party Licensee, Palm may recover from PalmSource any money paid to such Third Party Licensee up to the amount paid to PalmSource, with interest (provided that these payments are made with the express agreement of the Third Party Licensee that the payment extinguishes PalmSource’s liability with respect to that payment). Similarly, in the event that Palm pays to a Third Party Licensee any amounts in respect of a Third Party Licensee claim, then Palm’s obligations shall be extinguished with respect to those amounts and Palm will have no obligation to pay the same amounts directly to PalmSource.