Common use of Mutual Performance Obligations Clause in Contracts

Mutual Performance Obligations. Cure Activities. In the event of any unauthorized use of the Licensed Materials by an Authorized User, Licensee shall cooperate with Licensor in the investigation of any unauthorized use of the Licensed Materials of which it is made aware and shall use reasonable efforts to remedy such unauthorized use and prevent its recurrence. Licensor may terminate such Authorized User's access to the Licensed Materials after first providing reasonable notice to Licensee (in no event less than two (2) weeks) and cooperating with the Licensee to avoid recurrence of any unauthorized use. Confidentiality of User Data. Licensor agrees to maintain the confidentiality of any data relating to the usage of the Licensed Materials by Licensee and its Authorized Users. Licensee agrees to maintain the confidentiality of any data relating to the usage of the Licensed Materials by individual Authorized Users. Such data may be used solely for purposes directly related to the Licensed Materials and may only be provided to third parties in aggregate form. Raw usage data, including but not limited to information relating to the identity of specific users and/or uses, shall not be provided to any third party. Licensor may terminate such Authorized User's access to the Licensed Materials immediately through the blocking of a specific IP address if Licensor detects excessive downloading activities. Licensor will notify Licensee of this action within two business days. Access will be reinstated after Licensee takes appropriate steps to resolve the issue. Licensor shall indemnify and hold licensee harmless for any losses, claims, damages, awards, penalties, or injuries incurred, including reasonable attorney's fees, which arise from any claim by a third party of an alleged infringement of copyright arising out of the use of the Licensed Materials by Licensee or any Authorized User. No Limitation of liability set forth elsewhere in this agreement is applicable to this indemnification. Should Licensee wish to invoke the indemnity, Licensee must promptly notify Licensor of any such claims. Licensor shall have the right to defend such claims at its own expense. The other party shall provide assistance in investigating and defending such claims as the Licensor may reasonably request and have the right to participate in the defense at its own expense, subject to following all reasonable instructions of Licensor. Annual Subscribers Only