Common use of Policing Clause in Contracts

Policing. 5.1 TELUS shall take all steps that in its opinion and sole discretion are necessary or desirable to protect the Trademarks against any infringement or dilution, including initiating or defending any action or application before a court or tribunal, including any opposition or cancellation proceeding. Licensee agrees to cooperate fully with TELUS in the defence and protection of the Trademarks as requested by TELUS. 5.2 Licensee shall report to TELUS any infringement or imitation of, or challenge to, the Trademarks, immediately upon becoming aware of same and TELUS shall, at its sole discretion, determine whether or not any action shall be taken on account of such infringements, imitations or challenges and its determination shall be final. Licensee shall not be entitled to bring, or call upon, or compel TELUS to bring any action or other legal proceedings on account of such infringements, imitations or challenges, without the written agreement of TELUS. TELUS shall not be liable for any loss, cost, damage or expense suffered or incurred by Licensee because of the failure or inability of TELUS to take or consent to the taking of any action or account of any such infringements, imitations or challenges because of the failure of any such action or proceeding. In the event that TELUS shall commence any action or legal proceeding on account of such infringements, imitations or challenges, Licensee agrees to provide all reasonable assistance requested by TELUS in preparing for and prosecuting the same. 5.3 TELUS and Licensee shall divide any costs or expenses in connection with claims or potential claims arising out of any proceeding, challenge or action in the enforcement, defence or protection of one or more Trademarks (“Affected Trademarks”) in one or more countries based on whether the Affected Trademarks are maintained for the beneficial interest of Licensee or relate to goods and services that are part of Licensee’s Core Business, as follows: (a) If the Affected Trademarks include only trademarks that were filed on behalf of Licensee or include only goods and services related to Licensee’s Core Business, then Licensee is solely responsible for the costs and expenses. (b) If the Affected Trademarks do not include any trademarks that were filed on behalf of Licensee and do not include goods and services related to Licensee’s Core Business, then TELUS is solely responsible for the costs and expenses. (c) If the Affected Trademarks include one or more trademarks that were filed on behalf of Licensee or include goods and services related to Licensee’s Core Business, but otherwise do not fall within a) and b) above, then TELUS and Licensee shall share costs and expenses equally. 5.3.1. The term ‘Core Business’ will be determined based on the business conducted by Licensee at the time that the dispute or potential dispute arises, and the parties shall act reasonably to attempt to determine which of Licensee’s goods and services are part of its Core Business. For clarity, as of the signing of this Agreement, Licensee’s Core Business includes strategy and innovation, next generation technology and IT services, as well as customer experience process and delivery services. 5.3.2. Any Trademark acquired by TELUS on behalf of Licensee, either previously or in the future, shall be deemed to be a trademark filed on behalf of Licensee. Any Trademark including the words ‘TELUS International’ in a word ▇▇▇▇ or design ▇▇▇▇ shall be deemed to be filed on behalf of Licensee. If Licensee, prior to the time that the dispute or potential dispute arises, has clearly indicated to TELUS its intention to relinquish its interests in a Trademark in writing, then that Trademark shall be deemed not to be a trademark filed on behalf of Licensee.