Common use of Defence of Actions Clause in Contracts

Defence of Actions. ‌ (a) Subject to clause 10.3(b), the Licensee must not defend or settle any Legal Proceedings relating to the Licensed IPR without: (i) notifying the Licensor in accordance with clause 10.1; (ii) providing the Licensor with at least 10 Business Days in which to elect, at the Licensor's option and expense, to handle all negotiations for settlement of the Legal Proceedings and, as permitted by law, to control and direct any settlement negotiation or the conduct of any litigation, provided that:‌ A. the Licensor agrees to indemnify the Licensee in respect of costs and liabilities incurred by the Licensee from the conduct and the outcome of the Legal Proceedings and any settlement (without prejudice to any liability by either party under this Agreement or otherwise), and including amounts payable to any third party, and the Licensee's own remaining reasonable expenses from the conduct of the Legal Proceedings on an indemnity basis; B. the Licensor keeps the Licensee fully informed of such proceedings; and C. if the Licensee is a government entity, the Licensor agrees to comply with government policy and obligations, relevant to the conduct of the litigation and any settlement negotiation (including as applicable the Legal Services Directions 2017 and any direction issued by the Attorney General to the Commonwealth or delegate), and the Licensee must provide all reasonable assistance and information to the Licensor where the Licensor elects to handle the proceedings under clause 10.3(a)(ii); and (iii) keeping the Licensor informed of any significant developments relating to the conduct of the defence or settlement of any claim. (b) Nothing in clause 10.3 prevents the Licensee from taking steps in response to any application for urgent injunctive or other relief in Legal Proceedings relating to the Licensed IPR, pending the election of the Licensor under clause 10.3(a)(ii).‌

Defence of Actions. ‌ (a) Subject to clause 10.3(b), the Licensee must not defend or settle any Legal Proceedings relating to the Licensed IPR without:without:‌ (i) notifying the Licensor in accordance with clause 10.1; (ii) providing the Licensor with at least 10 Business Days in which to elect, at the Licensor's option and expense, to handle all negotiations for settlement of the Legal Proceedings and, as permitted by law, to control and direct any settlement negotiation or the conduct of any litigation, provided that:‌ A. the Licensor agrees to indemnify the Licensee in respect of costs and liabilities incurred by the Licensee from the conduct and the outcome of the Legal Proceedings and any settlement (without prejudice to any liability by either party under this Agreement or Guidance Note for clause 10.3: This clause recognises the Licensor's interest in controlling and managing actions involving the Licensed IPR. It restricts the ability of the Licensee to defend or settle legal proceedings, without providing the Licensor an appropriate opportunity to handle such negotiations and settlement. otherwise), and including amounts payable to any third party, and the Licensee's own remaining reasonable expenses from the conduct of the Legal Proceedings on an indemnity basis; B. the Licensor keeps the Licensee fully informed of such proceedings; and C. if the Licensee is a government entity, the Licensor agrees to comply with government policy and obligations, relevant to the conduct of the litigation and any settlement negotiation (including as applicable the Legal Services Directions 2017 and any direction issued by the Attorney General to the Commonwealth or delegate), and the Licensee must provide all reasonable assistance and information to the Licensor where the Licensor elects to handle the proceedings under clause 10.3(a)(ii); and (iii) keeping the Licensor informed of any significant developments relating to the conduct of the defence or settlement of any claim. (b) Nothing in clause 10.3 prevents the Licensee from taking steps in response to any application for urgent injunctive or other relief in Legal Proceedings relating to the Licensed IPR, pending the election of the Licensor under clause 10.3(a)(ii).‌

Defence of Actions. ‌ (a) Subject to clause 10.3(b), the Licensee must not defend or settle any Legal Proceedings relating to the Licensed IPR without:without:‌ (i) notifying the Licensor in accordance with clause 10.1; (ii) providing the Licensor with at least 10 Business Days in which to elect, at the Licensor's option and expense, to handle all negotiations for settlement of the Legal Proceedings and, as permitted by law, to control and direct any settlement negotiation or the conduct of any litigation, provided that:‌ A. the Licensor agrees to indemnify the Licensee in respect of costs and liabilities incurred by the Licensee from the conduct and the outcome of the Legal Proceedings and any settlement (without prejudice to any liability by either party under this Agreement or otherwise), and including amounts payable to any third party, and the Licensee's own remaining reasonable expenses from the conduct of the Legal Proceedings on an indemnity basis; B. the Licensor keeps the Licensee fully informed of such proceedings; and C. if the Licensee is a government entity, the Licensor agrees to comply with government policy and obligations, relevant to the conduct of the litigation and any settlement negotiation (including as applicable the Legal Services Directions 2017 and any direction issued by the Attorney General to the Commonwealth or delegate), and the Licensee must provide all reasonable assistance and information to the Licensor where the Licensor elects to handle the proceedings under clause 10.3(a)(ii); and (iii) keeping the Licensor informed of any significant developments relating to the conduct of the defence or settlement of any claim. (b) Nothing in clause 10.3 prevents the Licensee from taking steps in response to any application for urgent injunctive or other relief in Legal Proceedings relating to the Licensed IPR, pending the election of the Licensor under clause 10.3(a)(ii).‌

Defence of Actions. ‌ (a) Subject to clause 10.3(b10.2(b), the Licensee must not defend or settle any Legal Proceedings relating to the Licensed IPR without: (i) notifying the Licensor in accordance with clause 10.1; (ii) providing the Licensor with at least 10 Business Days 14 days in which to elect, at the Licensor's option and expense, to handle all negotiations for settlement of the Legal Proceedings and, as permitted by law, to control and direct any settlement negotiation or the conduct of any litigation, provided that:‌that: A. the Licensor agrees to indemnify the Licensee in respect of costs and liabilities incurred by the Licensee from the conduct and the outcome of the Legal Proceedings and any settlement (without prejudice to any liability by either party under this Agreement or otherwise), and including amounts payable to any third party, and the Licensee's own remaining reasonable expenses from the conduct of the Legal Proceedings on an indemnity basis; B. the Licensor keeps the Licensee fully informed of such proceedings; and C. if the Licensee is a government entity, the Licensor agrees to comply with government policy and obligations, relevant to the conduct of the litigation and any settlement negotiation (including as applicable the Legal Services Directions 2017 and any direction issued by the Attorney General to the Commonwealth or delegate), and the Licensee must provide all reasonable assistance and information to the Licensor where the Licensor elects to handle the proceedings under clause 10.3(a)(ii10.2(a)(ii); and (iii) keeping the Licensor informed of any significant developments relating to the conduct of the defence or settlement of any claim. (b) Nothing in clause 10.3 10.2 prevents the Licensee from taking steps in response to any application for urgent injunctive or other relief in Legal Proceedings relating to the Licensed IPR, pending the election of the Licensor under clause 10.3(a)(ii).‌10.2(a)(ii).

Defence of Actions. ‌ (a) Subject to clause 10.3(b), the Licensee must not defend or settle any Legal Proceedings relating to the Licensed IPR without: (i) notifying the Licensor in accordance with clause 10.1; (ii) providing the Licensor with at least 10 Business Days 14 days in which to elect, at the Licensor's option and expense, to handle all negotiations for settlement of the Legal Proceedings and, as permitted by law, to control and direct any settlement negotiation or the conduct of any litigation, provided that:‌that: A. the Licensor agrees to indemnify the Licensee in respect of costs and liabilities incurred by the Licensee from the conduct and the outcome of the Legal Proceedings and any settlement (without prejudice to any liability by either party under this Agreement or otherwise), and including amounts payable to any third party, and the Licensee's own remaining reasonable expenses from the conduct of the Legal Proceedings on an indemnity basis; B. the Licensor keeps the Licensee fully informed of such proceedings; and C. if the Licensee is a government entity, the Licensor agrees to comply with government policy and obligations, relevant to the conduct of the litigation and any settlement negotiation (including as applicable the Legal Services Directions 2017 and any direction issued by the Attorney General to the Commonwealth or delegate), and the Licensee must provide all reasonable assistance and information to the Licensor where the Licensor elects to handle the proceedings under clause 10.3(a)(ii); and (iii) keeping the Licensor informed of any significant developments relating to the conduct of the defence or settlement of any claim. (b) Nothing in clause 10.3 prevents the Licensee from taking steps in response to any application for urgent injunctive or other relief in Legal Proceedings relating to the Licensed IPR, pending the election of the Licensor under clause 10.3(a)(ii).‌10.3(a)(ii).