Common use of Defense Against Infringement Claims Clause in Contracts

Defense Against Infringement Claims. Licensor and Licensee shall each take various necessary and reasonable actions with a view to avoiding infringement of other Person’s intellectual property rights as a result of Licensee’s use of the Licensed Trademarks in accordance with this Contract. To the extent possible, Licensor agrees to defend Licensee from and against third Person trademark infringement claims arising from Licensee’s use of the Licensed Trademarks in accordance herewith (the “Infringement Claims”) or direct the defense of the Infringement Claims by Licensee, subject to the following: (a) upon the occurrence of any Infringement Claims, Licensee shall give Licensor immediate written notice thereof and afford Licensor the opportunity to defend the same, at its own expense, through counsel of its own choice, and shall not challenge the ownership right of Licensor in and to the Licensed Trademarks causing damage to Licensor’s rights with respect to the Licensed Trademarks; and (b) Licensee shall cooperate with and assist Licensor in the defense of the Infringement Claims, including, among other things, furnishing relevant evidence and testimony necessary or helpful in such defense, or defend against such claims at the direction of Licensor, in each case at Licensee’s own expense.