MVL Clause Samples

MVL. MVL shall have the right to enforce its rights and remedies with respect to the Rights. In MVL’s sole judgment, MVL may join MRI as a party plaintiff or defendant in any action or proceeding relating to the Rights, and MRI agrees not to contest any such action by MVL. All damages, penalties, settlements and profits relating to or arising from any interference with or infringement of any of the Rights (other than in connection with the Marketing Rights) are hereby assigned to MVL and shall be includible in the Gross Receipts of the applicable Picture. Recoveries with respect to the Marketing Rights shall be divided equally between MRI and MVL after deducting all costs directly associated with securing such recovery. MRI shall reasonably cooperate with MVL, at MVL's expense, in connection with any suit or action threatened or instituted by or against MVL (other than a lawsuit brought by MRI) relating to any Rights. MVL shall place customary and reasonable copyright and/or trademark notices as directed by MRI on all copies of each Picture or other derivative work (e.g., marketing, advertising or promotional materials) produced hereunder and such copyright and/or trademark notices, if any, as are required under applicable law to protect MRI’s rights in the Property on all Paid Ads, Co-Promotion items or other materials issued to the general public by or under the control of MVL in connection with any such Picture or permitted derivative work. MVL shall notify its co-promotion partners, licensees and sub-distributors of any notices which are required to be accorded pursuant to the foregoing and shall obtain the compliance of its licensees and sub-distributors with such requirements. In connection with the enforcement and protection of the Rights, if MRI has an obligation to indemnify MVL pursuant to Section 17.1 of this Agreement and if MCI has an obligation to indemnify MRI pursuant to Section 6.1 of the MCI Assignment Agreement and MRI fails to seek such indemnification from MCI after a reasonable period of time following MRI's receipt of a written request to do so from MVL, MVL may seek such indemnity from MCI on MRI’s behalf, pursuant to the power of attorney granted to MVL pursuant to Section 14.4.1 below.