Infringement Clause Samples
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Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified.
7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings.
7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party...
Infringement. 9.1 Licensee will notify Licensors in writing of any suspected infringement of the Licensed Patents in the Field of Use, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence.
9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee.
9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought.
9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use.
9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required ...
Infringement. 15.3.1 The Supplier represents and warrants that the Goods and/or Services, and any material, design or any other works or information provided by or on behalf of Supplier in the frameof this Contract, including theusethereof, donotinfringeany intellectual property right of a third party, and Supplier will defend, indemnify and hold harmless Purchaser, its Affiliates and Customersfrom andagainstall claims andliabilities basedon alleged or actual infringement thereof.
Infringement. Except as disclosed on Schedule 5.11, the Borrower has no knowledge of, and has not received any written claim or notice alleging, any Infringement of another Person’s Intellectual Property Rights (including any written claim that the Borrower must license or refrain from using the Intellectual Property Rights of any third party) nor, to the Borrower’s knowledge, is there any threatened claim or any reasonable basis for any such claim.
Infringement. In the event that either party learns of any infringement ------------ or threatened infringement of the Licensed Marks, or any unfair competition, passing-off or dilution with respect to the Licensed Marks, or any third party alleges or claims that any of the Licensed Marks are liable to cause deception or confusion to the public, or is liable to dilute or infringe any right of such third party (each such event, an "Infringement"), such party shall promptly notify the other party or its authorized representative giving particulars thereof, and Licensee shall provide necessary information and reasonable assistance to Licensor or its authorized representatives in the event that Licensor decides that proceedings should be commenced or defended. For purposes of this Agreement, Licensee shall be deemed to have "learned" of an Infringement when either (i) the General Manager of one of Licensee's operating subsidiaries or divisions or (ii) an executive officer of Licensee obtains actual knowledge of the Infringement. Licensor shall have exclusive control of any litigation, opposition, cancellation or related legal proceedings. The decision whether to bring, defend, maintain or settle any such proceedings shall be at the exclusive option and expense of Licensor, and all recoveries shall belong exclusively to Licensor. Licensee will not initiate any such litigation, opposition, cancellation or related legal proceedings in its own name but, at Licensor's request, agrees to be joined as a party in any action taken by Licensor to enforce its rights in the Licensed Marks or the AT&T Service Marks; provided that Licensor shall reimburse Licensee for all reasonable out-of-pocket costs and expenses incurred by Licensee, its Affiliates and authorized representatives (and their respective directors, officers, stockholders, employees and agents) in connection with their participation in such action. Nothing in this Agreement shall require, or be deemed to require Licensor to enforce the Licensed Marks or the AT&T Service Marks against others.
Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement.
14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests.
14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests.
14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR.
14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR.
14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.
Infringement. 8.1 Each party shall promptly give written notice to the other party of: (i) any suspected infringement of a Licensed Technology; (ii) the threat of or filing of any declaratory judgment action by a third party alleging the invalidity, unenforceability, or noninfril). gement of the Licensed Technology.
8.2 LICENSEE shall have the first right (but not the obligation) to notify an entity or individual of using the Trade Secrets and initiate legal proceedings to ▇▇▇▇▇ the infringement of a Licensed Technology within LICENSEE'S Field of Use. Avalon agrees to join as a party plaintiff in any such lawsuit initiated by LICENSEE, if requested to do so by LICENSEE, with all costs, attorneys' fees, and expenses of Avalon to be paid by LICENSEE. Should LICENSEE elect not to institute such an action to enforce the Licensed Technology against infringement within LICENSEE's Field of Use within ninety (90) days after receipt of written notice from Avalon of Avalon's intention to bring suit for such infringement, Aval on shall have the right (but not the obligation) at its own expense to take those steps on behalf of itself and LICENSEE, provided that LICENSEE shall have the right to participate at its own expense in any action brought by Avalon.
8.3 If LICENSEE leads proceedings to ▇▇▇▇▇ and remedy infringement, any monetary recovery from the infringement of Licensed Technology received by LICENSEE shall first be applied to reimburse LICENSEE's unreimbursed expenses of such proceedings and then Avalon's unreimbursed expenses of such proceedings, including without limitation, reasonable attorneys' fees and court costs. If Avalon leads proceedings to ▇▇▇▇▇ and remedy infringement, any monetary recovery from the infringement of Licensed Technology shall be first applied to reimburse Avalon's unreimbursed expenses of such proceedings, and then LICENSEE's unreimbursed expenses of such proceedings, including without limitation, reasonable attorneys' fees and court costs. Any remainder shall, to the extent the same pertains to an infringement of the Licensed Technology shall be divided between the LICENSEE and Avalon as mutually agreed.
Infringement. Controlled Affiliate shall promptly notify Plan and Plan shall promptly notify BCBSA of any suspected acts of infringement, unfair competition or passing off that may occur in relation to the Licensed Marks and Name. Controlled Affiliate shall not be entitled to require Plan or BCBSA to take any actions or institute any proceedings to prevent infringement, unfair competition or passing off by third parties. Controlled Affiliate agrees to render to Plan and BCBSA, without charge, all reasonable assistance in connection with any matter pertaining to the protection of the Licensed Marks and Name by BCBSA.
Infringement. As of the date hereof, LICENSOR is not aware of any claim for patent infringement or the misappropriation of trade secrets, being asserted against it by any third party; or of any infringement of the patents listed on Schedule A hereto by any entity.
Infringement. The Company warrants that no third party has any claim to any trademark, patent, or proprietary interest in any product or service the Company provides to the School District. The Company will defend, hold harmless, and indemnify the School District from any claims brought by a third party against the School District to the extent based on an allegation that any Company product or service infringes any U.S. patent, copyright, trademark, trade secret or other proprietary right of a third party. If the School District’s use of the Company’s products is restricted as the result of a claim of infringement, the Company shall do one of the following: (i) substitute another equally suitable product or service; (ii) modify the allegedly infringing Company product or service to avoid the infringement; (iii) procure for the School District the right to continue to use the Company product or service free of the restrictions caused by the infringement; or (iv) take back such Company product or service and refund to the School District the fees previously paid for the Company’s product or service depreciated on a straight line basis over 12 months and terminate the School District’s license to use the Company’s product.