Common use of Cooperation; No Other Obligations or Liabilities Clause in Contracts

Cooperation; No Other Obligations or Liabilities. (a) For a period of eighteen (18) months after the Effective Date, each of RRD and DFS shall, upon the reasonable request of the other Party, execute and deliver such documents and other papers and perform such acts as may be reasonably required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, recordation or registration of any document evidencing the assignment of the Assigned Copyrights or Assigned Software from RRD to DFS shall be DFS’s sole responsibility and at its sole cost and expense, provided that RRD agrees to reasonably cooperate with DFS in connection with such recordations or registrations, at DFS’s sole cost and expense. (b) Except as expressly set forth in Section 2.4(a), neither RRD nor any of its Group Companies shall have any liability or obligation under this Agreement with respect to ownership, maintenance, enforcement or exploitation of the Assigned Copyrights or Assigned Software, including any such liabilities and obligations related to actions or claims brought against or in respect of the Assigned Copyrights or Assigned Software, or any application, maintenance or annuity fees for any of the Assigned Copyrights or Assigned Software due at the United States Copyright Office (“USCO”) or any foreign, national or regional equivalent thereto, in each case, arising or due on or after the Effective Date. For clarity, all payments of application, maintenance and annuity fees with respect to the Assigned Copyrights or Assigned Software that are due on or after the Effective Date, including those with initial due dates prior to the Effective Date but payable after the Effective Date, are the sole responsibility of DFS. DFS will reimburse RRD for any and all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by RRD or any of its Group Companies, or any of its or their directors, officers, agents or employees, in connection with (i) the enforcement or licensing of any of the Assigned Copyrights or Assigned Software by or on behalf of DFS or any of its Group Companies, or (ii) any Action brought against or in respect of the Assigned Copyrights or Assigned Software after the Effective Date.

Cooperation; No Other Obligations or Liabilities. (a) For a period of eighteen (18) months after the Effective Date, each of RRD and DFS LSC shall, upon the reasonable request of the other Party, execute and deliver such documents and other papers and perform such acts as may be reasonably required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, recordation or registration of any document evidencing the assignment of the Assigned Copyrights or Assigned Software from RRD to DFS LSC shall be DFSLSC’s sole responsibility and at its sole cost and expense, provided that RRD agrees to reasonably cooperate with DFS LSC in connection with such recordations or registrations, at DFSLSC’s sole cost and expense. (b) Except as expressly set forth in Section 2.4(a), neither RRD nor any of its Group Companies shall have any liability or obligation under this Agreement with respect to ownership, maintenance, enforcement or exploitation of the Assigned Copyrights or Assigned Software, including any such liabilities and obligations related to actions or claims brought against or in respect of the Assigned Copyrights or Assigned Software, or any application, maintenance or annuity fees for any of the Assigned Copyrights or Assigned Software due at the United States Copyright Office (“USCO”) or any foreign, national or regional equivalent thereto, in each case, arising or due on or after the Effective Date. For clarity, all payments of application, maintenance and annuity fees with respect to the Assigned Copyrights or Assigned Software that are due on or after the Effective Date, including those with initial due dates prior to the Effective Date but payable after the Effective Date, are the sole responsibility of DFSLSC. DFS LSC will reimburse RRD for any and all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by RRD or any of its Group Companies, or any of its or their directors, officers, agents or employees, in connection with (i) the enforcement or licensing of any of the Assigned Copyrights or Assigned Software by or on behalf of DFS LSC or any of its Group Companies, or (ii) any Action brought against or in respect of the Assigned Copyrights or Assigned Software after the Effective Date.

Cooperation; No Other Obligations or Liabilities. (a) For a period of eighteen (18) months after the Effective Date, each of RRD and DFS Donnelley Financial shall, upon the reasonable request of the other Party, execute and deliver such documents and other papers and perform such acts as may be reasonably required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, recordation or registration of any document evidencing the assignment of the Assigned Copyrights or Assigned Software Trademarks from RRD to DFS Donnelley Financial shall be DFSDonnelley Financial’s sole responsibility and at its sole cost and expense, provided that RRD agrees to reasonably cooperate with DFS Donnelley Financial in connection with such recordations or registrations, at DFSDonnelley Financial’s sole cost and expense. (b) Except as expressly set forth in Section 2.4(a2.3(a), neither RRD nor any of its Group Companies shall have any liability or obligation under this Agreement with respect to ownership, maintenance, enforcement or exploitation of the Assigned Copyrights or Assigned SoftwareTrademarks, including any such liabilities and obligations related to actions or claims brought against or in respect of the Assigned Copyrights or Assigned SoftwareTrademarks, or any application, maintenance or annuity fees for any of the Assigned Copyrights or Assigned Software Trademarks due at the United States Copyright Patent and Trademark Office (“USCOUSPTO”) or any foreign, national or regional equivalent thereto, in each case, arising or due on or after the Effective Date. For clarity, all payments of application, maintenance and annuity fees with respect to the Assigned Copyrights or Assigned Software Trademarks that are due on or after the Effective Date, including those with initial due dates prior to the Effective Date but payable after the Effective Date, are the sole responsibility of DFSDonnelley Financial. DFS Donnelley Financial will reimburse RRD for any and all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by RRD or any of its Group Companies, or any of its or their directors, officers, agents or employees, in connection with (i) the enforcement or licensing of any of the Assigned Copyrights or Assigned Software Trademarks by or on behalf of DFS Donnelley Financial or any of its Group Companies, or (ii) any Action brought against or in respect of the Assigned Copyrights or Assigned Software Trademarks after the Effective Date, including any proceeding initiated by or before the Trademark Trial and Appeal Board of the USPTO or any foreign, national or regional equivalent thereto. (c) In the event that a Party or any of such Party’s Group Companies wish to register a new business name that uses the term “Donnelley” or any transliteration thereof, such Party may request the other Party’s reasonable assistance and cooperation (at such first Party’s sole cost and expense) with respect to such registration, including to provide written consents to the relevant jurisdiction’s registering authority, which assistance and cooperation will not be unreasonably withheld, delayed or conditioned. For the avoidance of doubt, nothing in this Section 2.3(c) shall be deemed to (i) require RRD to register any new trademarks or file any new trademark applications (RRD’s obligations with respect to registration of new trademarks or filing of new trademark applications are governed by Section 3.4(c)), or (ii) grant or give rise to any license or other right under any trademark, or to otherwise modify the scope of any right or license (including any limitation thereto or thereof) granted pursuant to Section 3.1.

Cooperation; No Other Obligations or Liabilities. (a) For a period of eighteen (18) months after the Effective Date, each of RRD and DFS shall, upon the reasonable request of the other Party, execute and deliver such documents and other papers and perform such acts as may be reasonably required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, recordation or registration of any document evidencing the assignment of the Assigned Copyrights or Assigned Software Patents from RRD to DFS shall be DFS’s sole responsibility and at its sole cost and expense, responsibility; provided that RRD agrees shall provide reasonable assistance to reasonably cooperate with DFS in connection with such recordations recordation or registrationsregistration, at DFS’s sole cost and expense. (b) Except as expressly set forth in Section 2.4(a), neither RRD nor any For a period of its Group Companies shall have any liability or obligation under this Agreement with respect to ownership, maintenance, enforcement or exploitation of the Assigned Copyrights or Assigned Software, including any such liabilities and obligations related to actions or claims brought against or in respect of the Assigned Copyrights or Assigned Software, or any application, maintenance or annuity fees for any of the Assigned Copyrights or Assigned Software due at the United States Copyright Office five (“USCO”5) or any foreign, national or regional equivalent thereto, in each case, arising or due on or after the Effective Date. For clarity, all payments of application, maintenance and annuity fees with respect to the Assigned Copyrights or Assigned Software that are due on or years after the Effective Date, RRD shall reasonably cooperate, at DFS’s written request and at DFS’s sole cost and expense, and subject to RRD’s confidentiality commitments to third parties, with DFS in the maintenance, enforcement, licensing and defense of the Assigned Patents, including those with initial due dates prior by (i) executing and delivering any instruments and performing any other acts that may be reasonably necessary for DFS, (ii) disclosing relevant facts and delivering instruments and other documents reasonably requested by DFS, including materials evidencing or relating to the Effective Date but payable after conception or reduction of practice of inventions, and (iii) providing technical consultations reasonably requested by DFS, including making best efforts to make the Effective Daterelevant inventors that were involved in prosecution of any Assigned Patents available and accessible to DFS, to the extent such inventors are employed by RRD at the sole responsibility of time. DFS shall pay inventors a reasonable hourly rate for time expended and reasonable travel and subsistence expenses incurred in performing such technical consultations requested by DFS. DFS will shall reimburse RRD for any and all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by RRD or any of its Group Companies, or any of its or their directors, officers, agents or employees, in connection with (i) the enforcement or licensing of any of the Assigned Copyrights or Assigned Software Patents by or on behalf of DFS or any of its Group Companies, or (ii) any Action brought against or in respect of the Assigned Copyrights or Assigned Software Patents after the Effective Date, including any reexamination, reissue, post-grant review, inter partes review, interference or opposition proceedings. For clarity, except as expressly set forth in Section 2.5(a) or (b), nothing in this Agreement shall constitute an obligation of RRD or any of its Group Companies to assist DFS in any litigation, adversarial matter, interference or administrative proceeding relating to the Assigned Patents. Notwithstanding the foregoing, nothing in this Section 2.5 shall constitute an obligation of RRD or any of its Group Companies to become a party to any litigation, adversarial matter, interference or administrative proceeding. (c) For a period of five (5) years after the Effective Date, DFS shall reasonably cooperate, at RRD’s written request and at RRD’s sole cost and expense, and subject to DFS’s confidentiality commitments to third parties, with RRD in the maintenance, enforcement, licensing and defense of the RRD Retained Patents, including by (i) executing and delivering any instruments and performing any other acts that may be reasonably necessary for RRD, (ii) disclosing relevant facts and delivering instruments and other documents reasonably requested by RRD, including materials evidencing or relating to the conception or reduction of practice of inventions, and (iii) providing technical consultations reasonably requested by RRD, including making best efforts to make the relevant inventors that were involved in prosecution of any RRD Retained Patents available and accessible to RRD, to the extent such inventors are employed by DFS at the time. RRD shall pay inventors a reasonable hourly rate for time expended and reasonable travel and subsistence expenses incurred in performing such technical consultations requested by RRD. RRD shall reimburse DFS for any and all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by DFS or any of its Group Companies, or any of its or their directors, officers, agents or employees, in connection with (i) the enforcement or licensing of any of the RRD Retained Patents by or on behalf of RRD or any of its Group Companies, or (ii) any Action brought against or in respect of the RRD Retained Patents after the Effective Date, including any reexamination, reissue, post-grant review, inter partes review, interference or opposition proceedings. For clarity, except as expressly set forth in Section 2.5(a) or (c), nothing in this Agreement shall constitute an obligation of DFS or any of its Group Companies to assist RRD in any litigation, adversarial matter, interference or administrative proceeding relating to the RRD Retained Patents. Notwithstanding the foregoing, nothing in this Section 2.5 shall constitute an obligation of DFS or any of its Group Companies to become a party to any litigation, adversarial matter, interference or administrative proceeding. (d) For a period of five (5) years after the Effective Date, DFS shall reasonably cooperate, at LSC’s written request and at LSC’s sole cost and expense, and subject to DFS’s confidentiality commitments to third parties, with LSC in the maintenance, enforcement, licensing and defense of the LSC Assigned Patents, including by (i) executing and delivering any instruments and performing any other acts that may be reasonably necessary for LSC, (ii) disclosing relevant facts and delivering instruments and other documents reasonably requested by LSC, including materials evidencing or relating to the conception or reduction of practice of inventions, and (iii) providing technical consultations reasonably requested by LSC, including making best efforts to make the relevant inventors that were involved in prosecution of any LSC Assigned Patents available and accessible to LSC, to the extent such inventors are employed by DFS at the time. LSC’s obligations under this Section 2.5(d) are conditioned on LSC’s express written agreement to, as applicable: (A) pay inventors employed by DFS a reasonable hourly rate for time expended and reasonable travel and subsistence expenses incurred in performing such technical consultations requested by LSC, and (B) reimburse DFS for any and all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by DFS or any of its Group Companies, or any of its or their directors, officers, agents or employees, in connection with (1) the enforcement or licensing of any of the LSC Assigned Patents by or on behalf of LSC or any of its Group Companies, or (2) any assistance requested by LSC with respect to any Action brought against or in respect of the LSC Assigned Patents after the LSC Distribution Date, including any reexamination, reissue, post-grant review, inter partes review, interference or opposition proceedings. For clarity, except as expressly set forth in Section 2.5(a) or (d), nothing in this Agreement shall constitute an obligation of DFS or any of its Group Companies to assist LSC in any litigation, adversarial matter, interference or administrative proceeding relating to the LSC Assigned Patents. Notwithstanding the foregoing, nothing in this Section 2.5 shall constitute an obligation of DFS or any of its Group Companies to become a party to any litigation, adversarial matter, interference or administrative proceeding. DFS and RRD hereby agree that LSC shall be an express intended third-party beneficiary of this Agreement solely with respect to this Section 2.5(d), with a direct independent right to enforce the terms and conditions hereof. (e) Except as expressly set forth in Sections 2.5(a) through (d), neither Party nor any of their Group Companies shall have any liability or obligation to any other Party (or, for the purposes of Section 2.5(d), to LSC) under this Agreement with respect to ownership, maintenance, enforcement or exploitation of the Assigned Patents, the RRD Retained Patents, or the LSC Assigned Patents, as applicable, including any such liabilities and obligations related to actions or claims brought against or in respect of such patents or patent applications, or any application, maintenance or annuity fees for any of such patents or patent applications due at the United States Patent and Trademark Office or any foreign, national or regional equivalent thereto, in each case, arising or due on or after the Effective Date. For clarity, all payments of application, maintenance and annuity fees with respect to the Assigned Patents that are due on or after the Effective Date are the sole responsibility of DFS.

Cooperation; No Other Obligations or Liabilities. (a) For a period of eighteen (18) months after the Effective Date, each of RRD and DFS LSC shall, upon the reasonable request of the other Party, execute and deliver such documents and other papers and perform such acts as may be reasonably required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, recordation or registration of any document evidencing the assignment of the Assigned Copyrights or Assigned Software Patents from RRD to DFS LSC shall be DFSLSC’s sole responsibility and at its sole cost and expense, responsibility; provided that RRD agrees shall provide reasonable assistance to reasonably cooperate with DFS LSC in connection with such recordations recordation or registrationsregistration, at DFSLSC’s sole cost and expense. (b) Except as expressly set forth in Section 2.4(a), neither RRD nor any For a period of its Group Companies shall have any liability or obligation under this Agreement with respect to ownership, maintenance, enforcement or exploitation of the Assigned Copyrights or Assigned Software, including any such liabilities and obligations related to actions or claims brought against or in respect of the Assigned Copyrights or Assigned Software, or any application, maintenance or annuity fees for any of the Assigned Copyrights or Assigned Software due at the United States Copyright Office five (“USCO”5) or any foreign, national or regional equivalent thereto, in each case, arising or due on or after the Effective Date. For clarity, all payments of application, maintenance and annuity fees with respect to the Assigned Copyrights or Assigned Software that are due on or years after the Effective Date, RRD shall reasonably cooperate, at LSC’s written request and at LSC’s sole cost and expense, and subject to RRD’s confidentiality commitments to third parties, with LSC in the maintenance, enforcement, licensing and defense of the Assigned Patents, including those with initial due dates prior by (i) executing and delivering any instruments and performing any other acts that may be reasonably necessary for LSC, (ii) disclosing relevant facts and delivering instruments and other documents reasonably requested by LSC, including materials evidencing or relating to the Effective Date but payable after conception or reduction of practice of inventions, and (iii) providing technical consultations reasonably requested by LSC, including making best efforts to make the Effective Daterelevant inventors that were involved in prosecution of any Assigned Patents available and accessible to LSC, to the extent such inventors are employed by RRD at the sole responsibility of DFStime. DFS will LSC shall pay inventors a reasonable hourly rate for time expended and reasonable travel and subsistence expenses incurred in performing such technical consultations requested by LSC. LSC shall reimburse RRD for any and all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by RRD or any of its Group Companies, or any of its or their directors, officers, agents or employees, in connection with (i) the enforcement or licensing of any of the Assigned Copyrights or Assigned Software Patents by or on behalf of DFS LSC or any of its Group Companies, or (ii) any Action brought against or in respect of the Assigned Copyrights or Assigned Software Patents after the Effective Date, including any reexamination, reissue, post-grant review, inter partes review, interference or opposition proceedings. For clarity, except as expressly set forth in Section 2.5(a) or (b), nothing in this Agreement shall constitute an obligation of RRD or any of its Group Companies to assist LSC in any litigation, adversarial matter, interference or administrative proceeding relating to the Assigned Patents. Notwithstanding the foregoing, nothing in this Section 2.5 shall constitute an obligation of RRD or any of its Group Companies to become a party to any litigation, adversarial matter, interference or administrative proceeding. (c) For a period of five (5) years after the Effective Date, LSC shall reasonably cooperate, at RRD’s written request and at RRD’s sole cost and expense, and subject to LSC’s confidentiality commitments to third parties, with RRD in the maintenance, enforcement, licensing and defense of the RRD Retained Patents, including by (i) executing and delivering any instruments and performing any other acts that may be reasonably necessary for RRD, (ii) disclosing relevant facts and delivering instruments and other documents reasonably requested by RRD, including materials evidencing or relating to the conception or reduction of practice of inventions, and (iii) providing technical consultations reasonably requested by RRD, including making best efforts to make the relevant inventors that were involved in prosecution of any RRD Retained Patents available and accessible to RRD, to the extent such inventors are employed by LSC at the time. RRD shall pay inventors a reasonable hourly rate for time expended and reasonable travel and subsistence expenses incurred in performing such technical consultations requested by RRD. RRD shall reimburse LSC for any and all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by LSC or any of its Group Companies, or any of its or their directors, officers, agents or employees, in connection with (i) the enforcement or licensing of any of the RRD Retained Patents by or on behalf of RRD or any of its Group Companies, or (ii) any Action brought against or in respect of the RRD Retained Patents after the Effective Date, including any reexamination, reissue, post-grant review, inter partes review, interference or opposition proceedings. For clarity, except as expressly set forth in Section 2.5(a) or (c), nothing in this Agreement shall constitute an obligation of LSC or any of its Group Companies to assist RRD in any litigation, adversarial matter, interference or administrative proceeding relating to the RRD Retained Patents. Notwithstanding the foregoing, nothing in this Section 2.5 shall constitute an obligation of LSC or any of its Group Companies to become a party to any litigation, adversarial matter, interference or administrative proceeding. (d) For a period of five (5) years after the Effective Date, LSC shall reasonably cooperate, at DFS’s written request and at DFS’s sole cost and expense, and subject to LSC’s confidentiality commitments to third parties, with DFS in the maintenance, enforcement, licensing and defense of the DFS Assigned Patents, including by (i) executing and delivering any instruments and performing any other acts that may be reasonably necessary for DFS, (ii) disclosing relevant facts and delivering instruments and other documents reasonably requested by DFS, including materials evidencing or relating to the conception or reduction of practice of inventions, and (iii) providing technical consultations reasonably requested by DFS, including making best efforts to make the relevant inventors that were involved in prosecution of any DFS Assigned Patents available and accessible to DFS, to the extent such inventors are employed by LSC at the time. LSC’s obligations under this Section 2.5(d) are conditioned on DFS’s express written agreement to, as applicable: (A) pay inventors employed by LSC a reasonable hourly rate for time expended and reasonable travel and subsistence expenses incurred in performing such technical consultations requested by DFS, and (B) reimburse LSC for any and all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by LSC or any of its Group Companies, or any of its or their directors, officers, agents or employees, in connection with (1) the enforcement or licensing of any of the DFS Assigned Patents by or on behalf of DFS or any of its Group Companies, or (2) any assistance requested by DFS with respect to any Action brought against or in respect of the DFS Assigned Patents after the Donnelley Financial Distribution Date, including any reexamination, reissue, post-grant review, inter partes review, interference or opposition proceedings. For clarity, except as expressly set forth in Section 2.5(a) or (d), nothing in this Agreement shall constitute an obligation of LSC or any of its Group Companies to assist DFS in any litigation, adversarial matter, interference or administrative proceeding relating to the DFS Assigned Patents. Notwithstanding the foregoing, nothing in this Section 2.5 shall constitute an obligation of LSC or any of its Group Companies to become a party to any litigation, adversarial matter, interference or administrative proceeding. LSC and RRD hereby agree that DFS shall be an express intended third-party beneficiary of this Agreement solely with respect to this Section 2.5(d), with a direct independent right to enforce the terms and conditions hereof. (e) Except as expressly set forth in Sections 2.5(a) through (d), neither Party nor any of their Group Companies shall have any liability or obligation to any other Party (or, for the purposes of Section 2.5(d), to DFS) under this Agreement with respect to ownership, maintenance, enforcement or exploitation of the Assigned Patents, the RRD Retained Patents, or the DFS Assigned Patents, as applicable, including any such liabilities and obligations related to actions or claims brought against or in respect of such patents or patent applications, or any application, maintenance or annuity fees for any of such patents or patent applications due at the United States Patent and Trademark Office or any foreign, national or regional equivalent thereto, in each case, arising or due on or after the Effective Date. For clarity, all payments of application, maintenance and annuity fees with respect to the Assigned Patents that are due on or after the Effective Date are the sole responsibility of LSC.

Cooperation; No Other Obligations or Liabilities. (a) For a period of eighteen (18) months after the Effective Donnelley Financial Distribution Date, each of RRD and DFS Donnelley Financial shall, upon the reasonable request of the other Party, execute and deliver such documents and other papers and perform such acts as may be reasonably required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, recordation or registration of any document evidencing the assignment of the Assigned Copyrights or Assigned Software Trademarks from RRD to DFS Donnelley Financial shall be DFSDonnelley Financial’s sole responsibility and at its sole cost and expense, provided that RRD agrees to reasonably cooperate with DFS Donnelley Financial in connection with such recordations or registrations, at DFSDonnelley Financial’s sole cost and expense. (b) Except as expressly set forth in Section 2.4(a2.3(a), neither RRD nor any of its Group Companies shall have any liability or obligation under this Agreement with respect to ownership, maintenance, enforcement or exploitation of the Assigned Copyrights or Assigned SoftwareTrademarks, including any such liabilities and obligations related to actions or claims brought against or in respect of the Assigned Copyrights or Assigned SoftwareTrademarks, or any application, maintenance or annuity fees for any of the Assigned Copyrights or Assigned Software Trademarks due at the United States Copyright Patent and Trademark Office (“USCOUSPTO”) or any foreign, national or regional equivalent thereto, in each case, arising or due on or after the Effective Donnelley Financial Distribution Date. For clarity, all payments of application, maintenance and annuity fees with respect to the Assigned Copyrights or Assigned Software Trademarks that are due on or after the Effective Donnelley Financial Distribution Date, including those with initial due dates prior to the Effective Donnelley Financial Distribution Date but payable after the Effective Donnelley Financial Distribution Date, are the sole responsibility of DFSDonnelley Financial. DFS Donnelley Financial will reimburse RRD for any and all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by RRD or any of its Group Companies, or any of its or their directors, officers, agents or employees, in connection with (i) the enforcement or licensing of any of the Assigned Copyrights or Assigned Software Trademarks by or on behalf of DFS Donnelley Financial or any of its Group Companies, or (ii) any Action brought against or in respect of the Assigned Copyrights or Assigned Software Trademarks after the Effective Donnelley Financial Distribution Date, including any proceeding initiated by or before the Trademark Trial and Appeal Board of the USPTO or any foreign, national or regional equivalent thereto. (c) In the event that a Party or any of such Party’s Group Companies wish to register a new business name that uses the term “Donnelley” or any transliteration thereof, such Party may request the other Party’s reasonable assistance and cooperation (at such first Party’s sole cost and expense) with respect to such registration, including to provide written consents to the relevant jurisdiction’s registering authority, which assistance and cooperation will not be unreasonably withheld, delayed or conditioned. For the avoidance of doubt, nothing in this Section 2.3(c) shall be deemed to grant or give rise to any license or other right under any trademark, or to otherwise modify the scope of any right or license (including any limitation thereto or thereof) granted pursuant to Section 3.1.

Cooperation; No Other Obligations or Liabilities. (a) For a period of eighteen (18) months after the Effective Donnelley Financial Distribution Date, each of RRD and DFS shall, upon the reasonable request of the other Party, execute and deliver such documents and other papers and perform such acts as may be reasonably required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, recordation or registration of any document evidencing the assignment of the Assigned Copyrights or Assigned Software Patents from RRD to DFS shall be DFS’s sole responsibility and at its sole cost and expense, responsibility; provided that RRD agrees shall provide reasonable assistance to reasonably cooperate with DFS in connection with such recordations recordation or registrationsregistration, at DFS’s sole cost and expense. (b) Except as expressly set forth For a period of five (5) years after the Donnelley Financial Distribution Date, RRD shall reasonably cooperate, at DFS’s written request and at DFS’s sole cost and expense, and subject to RRD’s confidentiality commitments to third parties, with DFS in Section 2.4(a), neither RRD nor any of its Group Companies shall have any liability or obligation under this Agreement with respect to ownership, the maintenance, enforcement or exploitation enforcement, licensing and defense of the Assigned Copyrights or Assigned SoftwarePatents, including by (i) executing and delivering any instruments and performing any other acts that may be reasonably necessary for DFS, (ii) disclosing relevant facts and delivering instruments and other documents reasonably requested by DFS, including materials evidencing or relating to the conception or reduction of practice of inventions, and (iii) providing technical consultations reasonably requested by DFS, including making best efforts to make the relevant inventors that were involved in prosecution of any Assigned Patents available and accessible to DFS, to the extent such liabilities and obligations related to actions or claims brought against or in respect of the Assigned Copyrights or Assigned Software, or any application, maintenance or annuity fees for any of the Assigned Copyrights or Assigned Software due inventors are employed by RRD at the United States Copyright Office (“USCO”) or any foreign, national or regional equivalent thereto, time. DFS shall pay inventors a reasonable hourly rate for time expended and reasonable travel and subsistence expenses incurred in each case, arising or due on or after the Effective Date. For clarity, all payments of application, maintenance and annuity fees with respect to the Assigned Copyrights or Assigned Software that are due on or after the Effective Date, including those with initial due dates prior to the Effective Date but payable after the Effective Date, are the sole responsibility of performing such technical consultations requested by DFS. DFS will shall reimburse RRD for any and all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by RRD or any of its Group Companies, or any of its or their directors, officers, agents or employees, in connection with (i) the enforcement or licensing of any of the Assigned Copyrights or Assigned Software Patents by or on behalf of DFS or any of its Group Companies, or (ii) any Action brought against or in respect of the Assigned Copyrights or Assigned Software Patents after the Effective Donnelley Financial Distribution Date, including any reexamination, reissue, post-grant review, inter partes review, interference or opposition proceedings. For clarity, except as expressly set forth in Section 2.5(a) or (b), nothing in this Agreement shall constitute an obligation of RRD or any of its Group Companies to assist DFS in any litigation, adversarial matter, interference or administrative proceeding relating to the Assigned Patents. Notwithstanding the foregoing, nothing in this Section 2.5 shall constitute an obligation of RRD or any of its Group Companies to become a party to any litigation, adversarial matter, interference or administrative proceeding. (c) For a period of five (5) years after the Donnelley Financial Distribution Date, DFS shall reasonably cooperate, at RRD’s written request and at RRD’s sole cost and expense, and subject to DFS’s confidentiality commitments to third parties, with RRD in the maintenance, enforcement, licensing and defense of the RRD Retained Patents, including by (i) executing and delivering any instruments and performing any other acts that may be reasonably necessary for RRD, (ii) disclosing relevant facts and delivering instruments and other documents reasonably requested by RRD, including materials evidencing or relating to the conception or reduction of practice of inventions, and (iii) providing technical consultations reasonably requested by RRD, including making best efforts to make the relevant inventors that were involved in prosecution of any RRD Retained Patents available and accessible to RRD, to the extent such inventors are employed by DFS at the time. RRD shall pay inventors a reasonable hourly rate for time expended and reasonable travel and subsistence expenses incurred in performing such technical consultations requested by RRD. RRD shall reimburse DFS for any and all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by DFS or any of its Group Companies, or any of its or their directors, officers, agents or employees, in connection with (i) the enforcement or licensing of any of the RRD Retained Patents by or on behalf of RRD or any of its Group Companies, or (ii) any Action brought against or in respect of the RRD Retained Patents after the Donnelley Financial Distribution Date, including any reexamination, reissue, post-grant review, inter partes review, interference or opposition proceedings. For clarity, except as expressly set forth in Section 2.5(a) or (c), nothing in this Agreement shall constitute an obligation of DFS or any of its Group Companies to assist RRD in any litigation, adversarial matter, interference or administrative proceeding relating to the RRD Retained Patents. Notwithstanding the foregoing, nothing in this Section 2.5 shall constitute an obligation of DFS or any of its Group Companies to become a party to any litigation, adversarial matter, interference or administrative proceeding. (d) For a period of five (5) years after the Donnelley Financial Distribution Date, DFS shall reasonably cooperate, at LSC’s written request and at LSC’s sole cost and expense, and subject to DFS’s confidentiality commitments to third parties, with LSC in the maintenance, enforcement, licensing and defense of the LSC Assigned Patents, including by (i) executing and delivering any instruments and performing any other acts that may be reasonably necessary for LSC, (ii) disclosing relevant facts and delivering instruments and other documents reasonably requested by LSC, including materials evidencing or relating to the conception or reduction of practice of inventions, and (iii) providing technical consultations reasonably requested by LSC, including making best efforts to make the relevant inventors that were involved in prosecution of any LSC Assigned Patents available and accessible to LSC, to the extent such inventors are employed by DFS at the time. LSC’s obligations under this Section 2.5(d) are conditioned on LSC’s express written agreement to, as applicable: (A) pay inventors employed by DFS a reasonable hourly rate for time expended and reasonable travel and subsistence expenses incurred in performing such technical consultations requested by LSC, and (B) reimburse DFS for any and all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by DFS or any of its Group Companies, or any of its or their directors, officers, agents or employees, in connection with (1) the enforcement or licensing of any of the LSC Assigned Patents by or on behalf of LSC or any of its Group Companies, or (2) any assistance requested by LSC with respect to any Action brought against or in respect of the LSC Assigned Patents after the Donnelley Financial Distribution Date, including any reexamination, reissue, post-grant review, inter partes review, interference or opposition proceedings. For clarity, except as expressly set forth in Section 2.5(a) or (d), nothing in this Agreement shall constitute an obligation of DFS or any of its Group Companies to assist LSC in any litigation, adversarial matter, interference or administrative proceeding relating to the LSC Assigned Patents. Notwithstanding the foregoing, nothing in this Section 2.5 shall constitute an obligation of DFS or any of its Group Companies to become a party to any litigation, adversarial matter, interference or administrative proceeding. DFS and RRD hereby agree that LSC shall be an express intended third-party beneficiary of this Agreement solely with respect to this Section 2.5(d), with a direct independent right to enforce the terms and conditions hereof. (e) Except as expressly set forth in Sections 2.5(a) through (d), neither Party nor any of their Group Companies shall have any liability or obligation to any other Party (or, for the purposes of Section 2.5(d), to LSC) under this Agreement with respect to ownership, maintenance, enforcement or exploitation of the Assigned Patents, the RRD Retained Patents, or the LSC Assigned Patents, as applicable, including any such liabilities and obligations related to actions or claims brought against or in respect of such patents or patent applications, or any application, maintenance or annuity fees for any of such patents or patent applications due at the United States Patent and Trademark Office or any foreign, national or regional equivalent thereto, in each case, arising or due on or after the Donnelley Financial Distribution Date. For clarity, all payments of application, maintenance and annuity fees with respect to the Assigned Patents that are due on or after the Donnelley Financial Distribution Date are the sole responsibility of DFS.

Cooperation; No Other Obligations or Liabilities. (a) For a period of eighteen (18) months after the Effective LSC Distribution Date, each of RRD and DFS LSC shall, upon the reasonable request of the other Party, execute and deliver such documents and other papers and perform such acts as may be reasonably required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, recordation or registration of any document evidencing the assignment of the Assigned Copyrights or Assigned Software Patents from RRD to DFS LSC shall be DFSLSC’s sole responsibility and at its sole cost and expense, responsibility; provided that RRD agrees shall provide reasonable assistance to reasonably cooperate with DFS LSC in connection with such recordations recordation or registrationsregistration, at DFSLSC’s sole cost and expense. (b) Except as expressly set forth For a period of five (5) years after the LSC Distribution Date, RRD shall reasonably cooperate, at LSC’s written request and at LSC’s sole cost and expense, and subject to RRD’s confidentiality commitments to third parties, with LSC in Section 2.4(a), neither RRD nor any of its Group Companies shall have any liability or obligation under this Agreement with respect to ownership, the maintenance, enforcement or exploitation enforcement, licensing and defense of the Assigned Copyrights or Assigned SoftwarePatents, including by (i) executing and delivering any instruments and performing any other acts that may be reasonably necessary for LSC, (ii) disclosing relevant facts and delivering instruments and other documents reasonably requested by LSC, including materials evidencing or relating to the conception or reduction of practice of inventions, and (iii) providing technical consultations reasonably requested by LSC, including making best efforts to make the relevant inventors that were involved in prosecution of any Assigned Patents available and accessible to LSC, to the extent such liabilities and obligations related to actions or claims brought against or in respect of the Assigned Copyrights or Assigned Software, or any application, maintenance or annuity fees for any of the Assigned Copyrights or Assigned Software due inventors are employed by RRD at the United States Copyright Office (“USCO”) or any foreign, national or regional equivalent thereto, time. LSC shall pay inventors a reasonable hourly rate for time expended and reasonable travel and subsistence expenses incurred in each case, arising or due on or after the Effective Dateperforming such technical consultations requested by LSC. For clarity, all payments of application, maintenance and annuity fees with respect to the Assigned Copyrights or Assigned Software that are due on or after the Effective Date, including those with initial due dates prior to the Effective Date but payable after the Effective Date, are the sole responsibility of DFS. DFS will LSC shall reimburse RRD for any and all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by RRD or any of its Group Companies, or any of its or their directors, officers, agents or employees, in connection with (i) the enforcement or licensing of any of the Assigned Copyrights or Assigned Software Patents by or on behalf of DFS LSC or any of its Group Companies, or (ii) any Action brought against or in respect of the Assigned Copyrights or Assigned Software Patents after the Effective LSC Distribution Date, including any reexamination, reissue, post-grant review, inter partes review, interference or opposition proceedings. For clarity, except as expressly set forth in Section 2.5(a) or (b), nothing in this Agreement shall constitute an obligation of RRD or any of its Group Companies to assist LSC in any litigation, adversarial matter, interference or administrative proceeding relating to the Assigned Patents. Notwithstanding the foregoing, nothing in this Section 2.5 shall constitute an obligation of RRD or any of its Group Companies to become a party to any litigation, adversarial matter, interference or administrative proceeding. (c) For a period of five (5) years after the LSC Distribution Date, LSC shall reasonably cooperate, at RRD’s written request and at RRD’s sole cost and expense, and subject to LSC’s confidentiality commitments to third parties, with RRD in the maintenance, enforcement, licensing and defense of the RRD Retained Patents, including by (i) executing and delivering any instruments and performing any other acts that may be reasonably necessary for RRD, (ii) disclosing relevant facts and delivering instruments and other documents reasonably requested by RRD, including materials evidencing or relating to the conception or reduction of practice of inventions, and (iii) providing technical consultations reasonably requested by RRD, including making best efforts to make the relevant inventors that were involved in prosecution of any RRD Retained Patents available and accessible to RRD, to the extent such inventors are employed by LSC at the time. RRD shall pay inventors a reasonable hourly rate for time expended and reasonable travel and subsistence expenses incurred in performing such technical consultations requested by RRD. RRD shall reimburse LSC for any and all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by LSC or any of its Group Companies, or any of its or their directors, officers, agents or employees, in connection with (i) the enforcement or licensing of any of the RRD Retained Patents by or on behalf of RRD or any of its Group Companies, or (ii) any Action brought against or in respect of the RRD Retained Patents after the LSC Distribution Date, including any reexamination, reissue, post-grant review, inter partes review, interference or opposition proceedings. For clarity, except as expressly set forth in Section 2.5(a) or (c), nothing in this Agreement shall constitute an obligation of LSC or any of its Group Companies to assist RRD in any litigation, adversarial matter, interference or administrative proceeding relating to the RRD Retained Patents. Notwithstanding the foregoing, nothing in this Section 2.5 shall constitute an obligation of LSC or any of its Group Companies to become a party to any litigation, adversarial matter, interference or administrative proceeding. (d) For a period of five (5) years after the LSC Distribution Date, LSC shall reasonably cooperate, at DFS’s written request and at DFS’s sole cost and expense, and subject to LSC’s confidentiality commitments to third parties, with DFS in the maintenance, enforcement, licensing and defense of the DFS Assigned Patents, including by (i) executing and delivering any instruments and performing any other acts that may be reasonably necessary for DFS, (ii) disclosing relevant facts and delivering instruments and other documents reasonably requested by DFS, including materials evidencing or relating to the conception or reduction of practice of inventions, and (iii) providing technical consultations reasonably requested by DFS, including making best efforts to make the relevant inventors that were involved in prosecution of any DFS Assigned Patents available and accessible to DFS, to the extent such inventors are employed by LSC at the time. LSC’s obligations under this Section 2.5(d) are conditioned on DFS’s express written agreement to, as applicable: (A) pay inventors employed by LSC a reasonable hourly rate for time expended and reasonable travel and subsistence expenses incurred in performing such technical consultations requested by DFS, and (B) reimburse LSC for any and all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by LSC or any of its Group Companies, or any of its or their directors, officers, agents or employees, in connection with (1) the enforcement or licensing of any of the DFS Assigned Patents by or on behalf of DFS or any of its Group Companies, or (2) any assistance requested by DFS with respect to any Action brought against or in respect of the DFS Assigned Patents after the Donnelley Financial Distribution Date, including any reexamination, reissue, post-grant review, inter partes review, interference or opposition proceedings. For clarity, except as expressly set forth in Section 2.5(a) or (d), nothing in this Agreement shall constitute an obligation of LSC or any of its Group Companies to assist DFS in any litigation, adversarial matter, interference or administrative proceeding relating to the DFS Assigned Patents. Notwithstanding the foregoing, nothing in this Section 2.5 shall constitute an obligation of LSC or any of its Group Companies to become a party to any litigation, adversarial matter, interference or administrative proceeding. LSC and RRD hereby agree that DFS shall be an express intended third-party beneficiary of this Agreement solely with respect to this Section 2.5(d), with a direct independent right to enforce the terms and conditions hereof. (e) Except as expressly set forth in Sections 2.5(a) through (d), neither Party nor any of their Group Companies shall have any liability or obligation to any other Party (or, for the purposes of Section 2.5(d), to DFS) under this Agreement with respect to ownership, maintenance, enforcement or exploitation of the Assigned Patents, the RRD Retained Patents, or the DFS Assigned Patents, as applicable, including any such liabilities and obligations related to actions or claims brought against or in respect of such patents or patent applications, or any application, maintenance or annuity fees for any of such patents or patent applications due at the United States Patent and Trademark Office or any foreign, national or regional equivalent thereto, in each case, arising or due on or after the LSC Distribution Date. For clarity, all payments of application, maintenance and annuity fees with respect to the Assigned Patents that are due on or after the LSC Distribution Date are the sole responsibility of LSC.

Cooperation; No Other Obligations or Liabilities. (a) For a period of eighteen (18) months after the Effective Donnelley Financial Distribution Date, each of RRD and DFS shall, upon the reasonable request of the other Party, execute and deliver such documents and other papers and perform such acts as may be reasonably required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, recordation or registration of any document evidencing the assignment of the Assigned Copyrights or Assigned Software from RRD to DFS shall be DFS’s sole responsibility and at its sole cost and expense, provided that RRD agrees to reasonably cooperate with DFS in connection with such recordations or registrations, at DFS’s sole cost and expense. (b) Except as expressly set forth in Section 2.4(a), neither RRD nor any of its Group Companies shall have any liability or obligation under this Agreement with respect to ownership, maintenance, enforcement or exploitation of the Assigned Copyrights or Assigned Software, including any such liabilities and obligations related to actions or claims brought against or in respect of the Assigned Copyrights or Assigned Software, or any application, maintenance or annuity fees for any of the Assigned Copyrights or Assigned Software due at the United States Copyright Office (“USCO”) or any foreign, national or regional equivalent thereto, in each case, arising or due on or after the Effective Donnelley Financial Distribution Date. For clarity, all payments of application, maintenance and annuity fees with respect to the Assigned Copyrights or Assigned Software that are due on or after the Effective Donnelley Financial Distribution Date, including those with initial due dates prior to the Effective Donnelley Financial Distribution Date but payable after the Effective Donnelley Financial Distribution Date, are the sole responsibility of DFS. DFS will reimburse RRD for any and all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by RRD or any of its Group Companies, or any of its or their directors, officers, agents or employees, in connection with (i) the enforcement or licensing of any of the Assigned Copyrights or Assigned Software by or on behalf of DFS or any of its Group Companies, or (ii) any Action brought against or in respect of the Assigned Copyrights or Assigned Software after the Effective Donnelley Financial Distribution Date.

Cooperation; No Other Obligations or Liabilities. (a) For a period of eighteen (18) months after the Effective LSC Distribution Date, each of RRD and DFS LSC shall, upon the reasonable request of the other Party, execute and deliver such documents and other papers and perform such acts as may be reasonably required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, recordation or registration of any document evidencing the assignment of the Assigned Copyrights or Assigned Software from RRD to DFS LSC shall be DFSLSC’s sole responsibility and at its sole cost and expense, provided that RRD agrees to reasonably cooperate with DFS LSC in connection with such recordations or registrations, at DFSLSC’s sole cost and expense. (b) Except as expressly set forth in Section 2.4(a), neither RRD nor any of its Group Companies shall have any liability or obligation under this Agreement with respect to ownership, maintenance, enforcement or exploitation of the Assigned Copyrights or Assigned Software, including any such liabilities and obligations related to actions or claims brought against or in respect of the Assigned Copyrights or Assigned Software, or any application, maintenance or annuity fees for any of the Assigned Copyrights or Assigned Software due at the United States Copyright Office (“USCO”) or any foreign, national or regional equivalent thereto, in each case, arising or due on or after the Effective LSC Distribution Date. For clarity, all payments of application, maintenance and annuity fees with respect to the Assigned Copyrights or Assigned Software that are due on or after the Effective LSC Distribution Date, including those with initial due dates prior to the Effective LSC Distribution Date but payable after the Effective LSC Distribution Date, are the sole responsibility of DFSLSC. DFS LSC will reimburse RRD for any and all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by RRD or any of its Group Companies, or any of its or their directors, officers, agents or employees, in connection with (i) the enforcement or licensing of any of the Assigned Copyrights or Assigned Software by or on behalf of DFS LSC or any of its Group Companies, or (ii) any Action brought against or in respect of the Assigned Copyrights or Assigned Software after the Effective LSC Distribution Date.