Infringement Proceedings Clause Samples
The Infringement Proceedings clause outlines the procedures and responsibilities of the parties in the event that a third party alleges that the subject matter of the agreement infringes on their intellectual property rights. Typically, this clause specifies which party has the right or obligation to defend against such claims, who controls the legal proceedings, and how any settlements or damages are handled. By clearly allocating responsibility and control over infringement disputes, this clause helps prevent confusion and ensures that both parties understand their roles in protecting intellectual property and managing potential legal risks.
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Infringement Proceedings. Licensee agrees to notify Licensor in writing of any infringement of Said Patents by others as it comes to Licensee’s attention. Licensor, in its sole discretion, shall have the first right, but not obligation, to bring infringement and/or unfair competition proceedings involving Said Patents and recover any damages that may be rewarded. In the event Licensor brings an infringement and/or unfair competition proceedings involving Said Patents, Licensor may, for such purposes, request Licensee to join any such action or otherwise assist Licensor with such action, provided that all reasonable and documented costs and fees associated therewith shall be borne by Licensor. However, in the event that Licensor does not take action with respect to the unauthorized use of Said Patents within one hundred twenty (120) days of receiving notice of such unauthorized use, then Licensee, in its sole discretion, shall have the right to bring infringement and/or unfair competition proceedings involving Said Patents and recover any damages that may be rewarded.
Infringement Proceedings. Each Party agrees to promptly notify the other Party of any unauthorized use of the other Party's Marks of which it has actual knowledge. Each Party will have the sole right and discretion to bring proceedings alleging infringement of its Marks or unfair competition related thereto; provided, however, that each Party agrees to provide the other Party with its reasonable cooperation and assistance with respect to any such infringement proceedings.
Infringement Proceedings. DISTRIBUTOR shall notify GUPTA of any unauthorized use of the Intellectual Property by others promptly as it comes to DISTRIBUTOR's attention. GUPTA shall have the sole right and discretion to bring infringement or unfair competition proceedings involving the Intellectual Property.
Infringement Proceedings. (a) LICENSEE shall promptly notify ------------------------ LICENSOR in the event that LICENSEE shall acquire knowledge of any claim that use of the Trademarks by LICENSEE infringes the rights of others or of the institution of any action or proceeding against LICENSEE or otherwise arising out of the use of the Trademarks by LICENSEE. LICENSOR and its duly authorized representative shall have the right (but not the obligation) to take charge of the defense of any such claim, action or proceeding (and of any negotiations for the settlement thereof). If LICENSOR declines, after the request of LICENSEE, to defend any such claim, action or proceeding, LICENSEE may do so. LICENSOR and LICENSEE each shall pay their own expenses and retain any costs or damages awarded to each in any such claim, action or proceeding. LICENSOR shall not make any settlement of any such claim, action or proceeding, brought against LICENSEE involving a monetary payment by LICENSEE without the consent in writing of LICENSEE. LICENSOR shall not be liable in any event to LICENSEE in respect of any damages assessed or asserted against LICENSEE in, or any liability incurred by or imposed upon LICENSEE in connection with, any such claim, action or proceeding. LICENSOR and LICENSEE agree to cooperate with each other in all respects in any such claim, action or proceeding.
(b) In the event that LICENSEE shall acquire knowledge of any use by a third party (other than any party known to have a license agreement with LICENSOR) of the Trademarks, it shall not take any action whatsoever but shall promptly notify LICENSOR. LICENSOR shall have the right (but not the obligation) to take whatever action it deems appropriate, including the institution of any action or proceeding against such third party or otherwise, to obtain a discontinuance of such use. If LICENSOR takes any such action, LICENSOR shall pay its own expenses and retain any costs or damages awarded to it therein. LICENSEE agrees to cooperate with LICENSOR in all respects and to provide LICENSOR with all assistance requested of it by LICENSOR in any such action.
Infringement Proceedings. In the event the Principal is a party to legal proceedings involving allegations of infringement of any Intellectual Property in the Documentation of any third party, the Service Provider shall keep the Principal fully informed of all aspects relevant to the legal proceedings and the Principal shall have the right, at its own cost, to be represented in the legal proceedings by separate counsel. In the event the Service Provider fails to act against claims alleging infringement of any Intellectual Property in the Documentation of any third party within reasonable time but, in any event, within twenty (20) days of having been notified of such claims, the Principal shall have the right to assume legal defence against claims alleging infringement of Intellectual Property and shall be entitled to reimbursement by the Service Provider of reasonable costs and expenses incurred toward such defence.
Infringement Proceedings. (a) In the event that the Mykrolis Patent Counsel learns of any infringement or threatened infringement of the Licensed Patents, Mykrolis shall notify MIL or its authorized representative in writing giving particulars thereof ("Notice"), and Mykrolis shall provide necessary information and assistance to MIL or its authorized representatives at Mykrolis's expense to assist MIL or its authorized representatives in determining whether proceedings should be commenced. Notwithstanding the foregoing, MIL is not obligated to monitor or police use of the Licensed Patents by Third Parties.
(b) Within sixty (60) days of the Notice, MIL shall inform Mykrolis in writing of its decision whether to commence proceedings against the third party for infringement of the Licensed Patent ("Decision"). If MIL elects to commence proceedings, it shall do so with ninety (90) days of its Decision. In the event that MIL commences proceedings, MIL shall have exclusive control of the decision whether to bring, maintain or settle any such proceedings, said proceedings shall be at the exclusive option and expense of MIL, and all recoveries shall belong exclusively to MIL. Mykrolis shall provide reasonable assistance to MIL in the prosecution of the proceedings as may be requested by MIL or its authorized representatives. MIL shall incur no liability to Mykrolis or any other Person under any legal theory by reason of MIL's failure or refusal to prosecute nor by reason of any settlement to which MIL may agree.
(c) In the event that MIL in its Decision elects not to commence proceedings or fails to commence proceedings within the ninety (90) days of the Decision, then Mykrolis may at its election, elect to initiate proceedings against the third party in its own name ("Election"). Mykrolis shall provide MIL of written notice of this Election at least thirty (30) days before commencing proceedings. MIL agrees to be named as a necessary party if required by law and to provide reasonable assistance to Mykrolis in the prosecution of the proceedings as may be requested by Mykrolis or its authorized representatives. Mykrolis shall have exclusive control of the decision whether to bring, maintain or settle any such proceedings, said proceedings shall be at the exclusive option and expense of Mykrolis, and all recoveries shall belong exclusively to Mykrolis. Any settlement made by Mykrolis that would affect any right outside of the Mykrolis Field of Use shall be approved by MIL prior to the execut...
Infringement Proceedings. (a) Licensees shall promptly notify Licensors of any known, threatened or suspected infringement, imitation or unauthorized use of the Marks by any third party brought to the attention of Licensees, their officers or employees. Licensors, in their sole discretion, shall determine what action, if any, should be taken in response to any infringement, imitation or unauthorized use of the Marks by a third party. Licensees shall cooperate with Licensors in any action taken by Licensors to enforce Licensors' rights in the Marks. Licensees shall not take any action to prevent any infringement, imitation or unauthorized use of the Marks without the prior written approval of Licensors, which Licensors may withhold in their sole discretion.
(b) Licensors shall have the sole right, at their expense, to defend and settle, for monetary and/or other damages, any claim made against Licensors or Licensees by a third party alleging that the use of the Marks by Licensees infringes upon any rights of others. Licensors expressly reserve the right to terminate this Agreement, pursuant to Section 3.8 below, to settle any such claim; provided, however, such right to settle shall not require any Licensee to pay any amounts in settlement without such Licensee's approval in writing. Licensees shall cooperate with and provide assistance to Licensors, at Licensors' expense.
Infringement Proceedings. The Adviser will notify Sub-Adviser of any infringement of the ▇▇▇▇ of which it becomes aware. The Sub-Adviser and/or its affiliates shall have the sole right and discretion to bring infringement or other proceedings regarding the ▇▇▇▇; provided, however, that the Adviser agrees to reasonably cooperate with respect to any such proceedings.
Infringement Proceedings. (a) Licensee shall promptly notify Licensor promptly after it becomes aware of any (i) infringement or unauthorized use or registration of the Marks by any third party or (ii) claim or allegation that the Marks infringe the trademarks of any third party. Licensor has the sole right (but not the obligation) to take any action with respect to the foregoing, and Licensee shall cooperate with Licensor in such regard.
Infringement Proceedings. In the event of infringement of the Trademarks by a third party, Siebel shall have the sole right to bring proceedings (including notifications to the Customs Department objecting to the importation of infringing goods) against the infringing party and to retain any damages recovered in such proceedings. Distributor shall cooperate with Siebel in the prosecution of any such infringement proceedings. Distributor shall promptly notify Siebel in writing of any such proceeding and shall provide complete authority, information and assistance to Siebel in connection with such proceeding Siebel shall have the sole and exclusive authority and obligation to defend and/or settle any proceeding with respect to the Trademarks