Infringement and Indemnity. 8.1 The Licensee acknowledges that Licensor owns or controls and has proprietary interest in the Licensed Technology and other Confidential Information. The Licensee hereby agrees that, unless otherwise specifically provided herein or unless Licensor has consented in writing, it will not use or apply in the People's Republic of China for the registration of any technology for goods and/or for services similar to the Licensed Technology and will not do any act or permit the doing of any act which might prevent, directly or indirectly, the registration in the People's Republic of China of any patent right with respect to the Licensed Technology and other Confidential Information. 8.2 Licensor is not aware of any right of a third party which might be infringed through the exercise of the license granted to the Licensee hereunder, but Licensor does not warrant nor shall Licensor be liable to the Licensee on the ground that any such right of a third party in fact exists. 8.3 In the event that any suit, action or other proceeding involving any claim of industrial property infringement shall be threatened or instituted against the Licensee based upon the Licensee's permitted use hereunder of the Licensed Technology or any other Confidential Information, the Licensee shall notify Licensor promptly thereof and shall send to Licensor copies of any such papers which shall have been served in such suit, action or proceeding. Licensor may, if it so elects, control the defense of such suit at Licensor's own cost and expense. The Licensee shall have the right to be represented by advisory counsel of its own selection at its own expense, and shall cooperate fully in the defense of any such suit. If Licensor does not elect to control the defense of such suit, the Licensee shall undertake such control at the Licensee's own cost and expense and Licensor shall have the fight to be represented by advisory counsel of its own selection and at its own expense. At the request of the Licensee, Licensor shall assist the Licensee in the defense of such suit at the Licensee's cost and expense. 8.4 The Licensee shall, upon obtaining knowledge of any infringement or threatening infringement of Licensor's rights to the Licensed Technology, Confidential Information or trademarks owned by Licensor, immediately notify Licensor thereof together with al relevant details. Licensor may, at its own discretion and cost, prosecute or otherwise stop or prevent such actual or threatening infringement in the name of both Licensor and the Licensee or either of them, and in each case the Licensee shall render all assistance required by Licensor. All amounts received by Licensor in connection with any action taken against such infringement pursuant to this Article shall be the property of Licensor, if Licensor prosecutes such claim, or the property of the party under whose name the prosecution is made. 8.5 If Licensor decides not to take any action in respect of any infringement or threatened infringement, it shall notify the Licensee of this decision within ninety (90) days after receipt of a written notice from the Licensee pursuant to Article 8.4
Appears in 2 contracts
Samples: Joint Venture Agreement (Charles River Laboratories Holdings Inc), Joint Venture Agreement (Charles River Laboratories Holdings Inc)
Infringement and Indemnity. 8.1 The Licensee acknowledges that Licensor owns or controls and has proprietary interest in Contractor shall not infringe the Licensed Technology and other Confidential Information. The Licensee hereby agrees that, unless otherwise specifically provided herein or unless Licensor has consented in writing, it will not use or apply in the People's Republic of China for the registration Intellectual Property of any technology for goods and/or for services similar to the Licensed Technology and will not do any act or permit the doing of any act which might prevent, directly or indirectly, the registration in the People's Republic of China of any patent right with respect to the Licensed Technology and other Confidential Information.
8.2 Licensor is not aware of any right of a third party which might be infringed through the exercise of the license granted to the Licensee hereunder, but Licensor does not warrant nor shall Licensor be liable to the Licensee on the ground that any such right of a third party in fact exists.
8.3 In supplying the event Services and shall ensure that the receipt of the Services by the Authority and others, as contemplated by this Contract, does not infringe the Intellectual Property of any suitthird party. The Contractor shall, action during and after the Contract Period, indemnify and keep indemnified and hold the Authority and the Crown harmless from and against all actions, suits, claims, demands, damages, expenses, legal costs (on a solicitor and client basis) and other liabilities arising from or other proceeding involving incurred as a result of or in connection with any breach of clause 38.1, except where any such claim arises from items or materials supplied by the Authority or which the Authority has specified for use by the Contractor. The Authority shall notify the Contractor in writing of industrial property infringement shall be threatened or instituted any IP Infringement Claim brought against the Licensee based upon Authority in materials supplied or licensed by the Licensee's permitted use hereunder of the Licensed Technology or any other Confidential Information, the Licensee shall notify Licensor promptly thereof and shall send to Licensor copies of any such papers which shall have been served in such suit, action or proceeding. Licensor may, if it so elects, control the defense of such suit at Licensor's own cost and expenseContractor. The Licensee Contractor shall have the right to be represented by advisory counsel of its own selection at its own expense, expense conduct all negotiations and any litigation arising in connection with any IP Infringement Claim provided always that the Contractor: shall consult the Authority on all substantive issues which arise during the conduct of such litigation and negotiations; shall take due and proper account of the interests of the Authority; and shall cooperate fully in not settle or compromise any claim without the defense prior Approval of any such suitthe Authority. If Licensor does not elect to control the defense of such suit, the Licensee The Authority shall undertake such control at the Licensee's own cost and expense and Licensor shall have the fight to be represented by advisory counsel of its own selection and at its own expense. At the request of the LicenseeContractor afford to the Contractor all reasonable assistance for the purpose of contesting any IP Infringement Claim. The Contractor shall indemnify the Authority for all costs and expenses (including legal costs and disbursements) incurred in doing so. The Contractor shall not, Licensor however, be required to indemnify the Authority in relation to any costs and expenses incurred in relation to or arising out of an IP Infringement Claim which relates to a claim arising from items or materials supplied by the Authority or which the Authority has specified for use by the Contractor. The Authority shall assist not pay or agree to pay any IP Infringement Claim or make an admission which may be prejudicial to the Licensee defence or settlement of any IP Infringement Claim. If an IP Infringement Claim is made or in the defense reasonable opinion of such suit the Contractor is likely to be made, the Contractor shall notify the Authority and, at its own expense and subject to the Licensee's cost consent of the Authority, use its best endeavours to: modify any or all of the Services without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and expense.
8.4 The Licensee shallfunctionality, upon obtaining knowledge of any so as to avoid the infringement or threatening infringement the alleged infringement, provided that the relevant provisions of Licensor's rights this Contract shall apply to such modified or substitute Services; or procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Licensed Technology, Confidential Information Authority. If a modification or trademarks owned by Licensor, immediately notify Licensor thereof together substitution is not possible so as to avoid the infringement or the Contractor is not able to procure a licence in accordance with al relevant details. Licensor clause 38.7.1(b) within such time as the Authority may reasonably specify: the Authority may, at its own discretion and costoption, prosecute or otherwise stop or prevent such actual or threatening infringement terminate this agreement in the name of both Licensor accordance with clause 51.1.1(b); and the Licensee or either of them, and in each case the Licensee shall render all assistance required by Licensor. All amounts received by Licensor in connection with any action taken against such infringement pursuant to this Article Contractor shall be liable for the property value of LicensorReplacement Services and any additional costs incurred in implementing and maintaining such replacements. 39Publicity and Media The Contractor shall not make any press announcement, if Licensor prosecutes such claimpublicise the Contract in any way or use the Authority’s name in any marketing material, or except with the property Approval of the party under whose name the prosecution is madeAuthority. The Contractor shall ensure that its Staff comply with clause 39.1.
8.5 If Licensor decides not to take any action in respect of any infringement or threatened infringement, it shall notify the Licensee of this decision within ninety (90) days after receipt of a written notice from the Licensee pursuant to Article 8.4
Appears in 2 contracts
Infringement and Indemnity. 8.1 The Licensee acknowledges that Licensor owns or controls and has proprietary interest in Contractor shall not infringe the Licensed Technology and other Confidential Information. The Licensee hereby agrees that, unless otherwise specifically provided herein or unless Licensor has consented in writing, it will not use or apply in the People's Republic of China for the registration Intellectual Property of any technology for goods and/or for services similar to the Licensed Technology and will not do any act or permit the doing of any act which might prevent, directly or indirectly, the registration in the People's Republic of China of any patent right with respect to the Licensed Technology and other Confidential Information.
8.2 Licensor is not aware of any right of a third party which might be infringed through the exercise of the license granted to the Licensee hereunder, but Licensor does not warrant nor shall Licensor be liable to the Licensee on the ground that any such right of a third party in fact exists.
8.3 In supplying the event Services and shall ensure that the receipt of the Services by the Agency and others, as contemplated by this Contract, does not infringe the Intellectual Property of any suitthird party. The Contractor shall, action during and after the Contract Period, indemnify and keep indemnified and hold the Agency and the Crown harmless from and against all actions, suits, claims, demands, damages, expenses, legal costs (on a solicitor and client basis) and other liabilities arising from or other proceeding involving incurred as a result of or in connection with any breach of Clause 40.1, except where any such claim arises from items or materials supplied by the Agency or which the Agency has specified for use by the Contractor. The Agency shall notify the Contractor in writing of industrial property infringement shall be threatened or instituted any IP Infringement Claim brought against the Licensee based upon Agency in materials supplied or licensed by the Licensee's permitted use hereunder of the Licensed Technology or any other Confidential Information, the Licensee shall notify Licensor promptly thereof and shall send to Licensor copies of any such papers which shall have been served in such suit, action or proceeding. Licensor may, if it so elects, control the defense of such suit at Licensor's own cost and expenseContractor. The Licensee Contractor shall have the right to be represented by advisory counsel of its own selection at its own expense, expense conduct all negotiations and any litigation arising in connection with any IP Infringement Claim provided always that the Contractor: shall consult the Agency on all substantive issues which arise during the conduct of such litigation and negotiations; shall take due and proper account of the interests of the Agency; and shall cooperate fully in not settle or compromise any claim without the defense prior Approval of any such suitthe Agency. If Licensor does not elect to control the defense of such suit, the Licensee The Agency shall undertake such control at the Licensee's own cost and expense and Licensor shall have the fight to be represented by advisory counsel of its own selection and at its own expense. At the request of the LicenseeContractor afford to the Contractor all reasonable assistance for the purpose of contesting any IP Infringement Claim. The Contractor shall indemnify the Agency for all costs and expenses (including legal costs and disbursements) incurred in doing so. The Contractor shall not, Licensor however, be required to indemnify the Agency in relation to any costs and expenses incurred in relation to or arising out of an IP Infringement Claim which relates to a claim arising from items or materials supplied by the Agency or which the Agency has specified for use by the Contractor. The Agency shall assist not pay or agree to pay any IP Infringement Claim or make an admission which may be prejudicial to the Licensee defence or settlement of any IP Infringement Claim. If an IP Infringement Claim is made or in the defense reasonable opinion of such suit the Contractor is likely to be made, the Contractor shall notify the Agency and, at its own expense and subject to the Licensee's cost consent of the Agency, use its best endeavours to: modify any or all of the Services without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and expense.
8.4 The Licensee shallfunctionality, upon obtaining knowledge of any so as to avoid the infringement or threatening infringement the alleged infringement, provided that the relevant provisions of Licensor's rights this Contract shall apply to such modified or substitute Services; or procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Licensed Technology, Confidential Information Agency. If a modification or trademarks owned by Licensor, immediately notify Licensor thereof together substitution is not possible so as to avoid the infringement or the Contractor is not able to procure a licence in accordance with al relevant details. Licensor Clause 1.(b) within such time as the Agency may reasonably specify: the Agency may, at its own discretion and costoption, prosecute or otherwise stop or prevent such actual or threatening infringement terminate this agreement in the name of both Licensor accordance with Clause (b); and the Licensee or either of them, and in each case the Licensee shall render all assistance required by Licensor. All amounts received by Licensor in connection with any action taken against such infringement pursuant to this Article Contractor shall be liable for the property value of Licensor, if Licensor prosecutes Replacement Services and any additional costs incurred in implementing and maintaining such claim, or the property of the party under whose name the prosecution is madereplacements.
8.5 If Licensor decides not to take any action in respect of any infringement or threatened infringement, it shall notify the Licensee of this decision within ninety (90) days after receipt of a written notice from the Licensee pursuant to Article 8.4
Appears in 1 contract
Samples: Agreement
Infringement and Indemnity. 8.1 The Licensee acknowledges that Licensor owns or controls and has proprietary interest in the Licensed Technology and other Confidential Information. The Licensee hereby agrees that, unless otherwise specifically provided herein or unless Licensor has consented in writing, it will not use or apply in the People's Republic of China for the registration of any technology for goods and/or for services similar to the Licensed Technology and will not do any act or permit the doing of any act which might prevent, directly or indirectly, the registration in the People's Republic of China of any patent right with respect to the Licensed Technology and other Confidential Information.
8.2 Licensor is not aware of any right of a third party which might be infringed through the exercise of the license granted to the Licensee hereunder, but Licensor does not warrant nor shall Licensor be liable to the Licensee on the ground that any such right of a third party in fact exists.
8.3 (a) In the event that any suit, action legal proceeding shall be instituted or other proceeding threatened against Licensee or any of its officers or directors or Sublicenses involving any claim relating to a breach of industrial property infringement a representation or warranty made by Licensor in this License Agreement or that the Patent Rights, Licensed Process or Technology infringe a third party’s patent or copyright, Licensee will notify Licenser thereof. Licensor shall have 30 days after receipt of the above-mentioned notice to undertake, conduct and control, through counsel of its own choosing (subject to the consent of Licensee, such consent not to be threatened unreasonably withheld) and at its expense, the settlement or instituted against defense thereof, and the Licensee based shall cooperate with Licensor in connection therewith, provided that (i) Licensor shall not thereby permit to exist any lien, encumbrance or other adverse charge upon any asset of Licensee; (ii) in the event it appears likely, in the reasonable judgment of the Licensee's permitted use hereunder , that different defenses are available to the Licensee or that a conflict of interest may arise between the Licensed Technology or any other Confidential InformationLicensee and the Licensor with respect to such claim, the Licensee shall notify choose its own counsel, and the reasonable fees and expenses of such counsel shall be home by the Licensor; (iii) in the event it appears that no conflict of interest will arise between the Licensee and the Licensor and the Licensee desires to choose its counsel, the Licensor shall permit the Licensee to participate in such settlement or defense through such counsel chosen by the Licensee, provided that the fees and expenses of such counsel shall be borne by the Licensee; and (iv) the Licensor shall agree promptly thereof and shall send to Licensor copies reimburse the Licensee for the full amount of any loss resulting from such papers which claim and all related expenses incurred by the Licensee. So long as the Licensor is reasonably contesting any such claim in good faith, the Licensee shall have been served not pay or settle any such claim. Notwithstanding the foregoing, and provided that no rights of Licensor are thereby in such suitany way compromised or infringed, action or proceeding. Licensor may, if it so elects, control the defense of such suit at Licensor's own cost and expense. The Licensee shall have the right to be represented pay or settle any such claim, provided that in such event the Licensee shall waive any right to indemnity, contribution or any other form of repayment therefor (however described) by advisory counsel the Licensor, and reimburse the Licensor for any payments made to the date of the settlement. If the Licensor does not notify the Licensee within 30 days after receipt of the Licensee's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Licensee or its Sublicensee shall have the right to contest, settle or compromise the claim in the exercise of its own selection exclusive discretion at its own expensethe expense of the Licensor, and the reasonable costs and expenses (including but not limited to reasonable attorneys' fees and expenses) incurred by them in connection with the defense of such claim, at the expense of Licensor. Licensee shall cooperate fully xxxx Licensor monthly for all costs and expenses incurred in the defense of any such suit. If Licensor does not elect to control the defense of such suitclaim, the Licensee shall undertake such control at the Licensee's own cost and expense and Licensor shall have the fight promptly remit payment of all such bills to Licensee. Licensor's failure to make such payment shall be represented by advisory counsel of a material default under this License Agreement. Licensor shall be entitled to participate in any such suit or action with its own selection and counsel at its own expense. At In the request event of any claim under this Article XII, each of Licensor and Licensee shall (1) fully cooperate with each other in connection with any such claim; (2) on reasonable notice have any of its employees, officers, directors, agents and other representatives testify when necessary; and (3) on reasonable notice make available to each other as necessary all relevant records, specimens, samples and other information in its possession at its own expense. Licensor shall not be liable under this paragraph for any claim relating to Licensee’s negligence in the Licenseeprovision of Licensed Services or solely based upon any Enhancement developed and used by Licensee in the provision of Licensed Services.
(b) If, as a result of any such claim described in "(a)" above, Licensee or its Sublicensee is required by reason of an order of a court, arbitration board or other similar body or by reason of a settlement between the parties, to pay a royalty or make other similar payments to a third party, on if as a result of such claim, Licensee or its Sublicensee is obligated to pay damages other than a royalty to a third party, Licensor shall assist the be responsible for all such damages, and shall defend, indemnify and hold harmless Licensee in the defense of such suit at the Licensee's cost and expenseits officers, directors and Sublicensees with respect thereto.
8.4 The Licensee shall(c) Licensee, upon obtaining knowledge of any infringement or threatening infringement of Licensor's rights as exclusive Licensee, shall have the power, but not the obligation, to the Licensed Technologyinstitute, Confidential Information or trademarks owned by Licensor, immediately notify Licensor thereof together with al relevant details. Licensor mayprosecute and settle, at its own discretion and costexpense, prosecute or otherwise stop or prevent such actual or threatening suits for infringement in of the name of both Licensor and Patent Rights and/or Licensed Process within the Licensee or either of themLicensed Territory, and if, required by law, Licensor will join as parry plaintiff in each case the such suits. Licensee shall render be entitled to all assistance required by Licensorrecoveries in such suits. All amounts received by Licensor shall (1) fully cooperate with Licensee in connection with any action taken against such proceeding, (2) on reasonable notice have any of its employees, officers, directors, agents and other representatives testify when necessary, and (3) on reasonable notice make available to Licensee as necessary all relevant records, specimens, samples and other information in its possession all at commercially reasonable expense of Licensee.
(d) In the event that Licensee declines to pursue any claim of infringement pursuant to this Article shall be the property of Licensor, if Licensor prosecutes such claim, or the property of the party under whose name the prosecution is made.
8.5 If Licensed Patents or Licensed Process brought to its attention by Licensor decides not to take any action in respect of any infringement or threatened infringement, it shall notify the Licensee of this decision within ninety (90) 90 days after receipt of a following written notice from Licensor, Licensor may thereafter, and at its sole cost and expense, pursue such infringement independently of Licensee, and shall be entitled to retain all resulting proceeds or recoveries.
(e) In addition, Licensor agrees to indemnify and hold harmless Licensee and each of its respective officers, directors, agents, employees and affiliates (a “Licensee Party”) from and against any and all losses, claims, damages or liabilities, including penalties on reserves, to which it may become subject that result from any claim asserted by any other party licensed by or contracting with Licensor against Licensee Party arising out of, related to or in connection with any Licensor contract regardless of how such claim is denominated or described, and including all suits, actions, proceedings, demands, assessments, judgments, costs, reasonable attorneys' fees and expenses incident to any of the foregoing matters, including those reasonable costs, charges and expenses (including any expenses resulting from any investigation or inquiry) with respect to the participation of any Licensee Party in defense thereof, whether or not the Licensee pursuant to Article 8.4Party is named as a party.
Appears in 1 contract
Samples: License Agreement (Propell Technologies Group, Inc.)
Infringement and Indemnity. 8.1 28.1 The Licensee acknowledges that Licensor owns or controls and has proprietary interest in Contractor shall not infringe the Licensed Technology and other Confidential Information. The Licensee hereby agrees that, unless otherwise specifically provided herein or unless Licensor has consented in writing, it will not use or apply in the People's Republic of China for the registration Intellectual Property of any technology for goods and/or for services similar to the Licensed Technology and will not do any act or permit the doing of any act which might prevent, directly or indirectly, the registration in the People's Republic of China of any patent right with respect to the Licensed Technology and other Confidential Information.
8.2 Licensor is not aware of any right of a third party which might be infringed through the exercise of the license granted to the Licensee hereunder, but Licensor does not warrant nor shall Licensor be liable to the Licensee on the ground that any such right of a third party in fact existssupplying the Ordered Services and shall ensure that the receipt of the Ordered Services by the Participant and others, as contemplated by this Call-off Contract, does not infringe the Intellectual Property of any third party.
8.3 In 28.2 The Contractor shall, during and after the event that Call-off Contract Period, indemnify and keep indemnified and hold the Participant and the Crown harmless from and against all actions, suits, claims, demands, damages, expenses, legal costs (on a solicitor and client basis) and other liabilities arising from or incurred as a result of or in connection with any suitbreach of clause 28.1, action except where any such claim arises from items or other proceeding involving materials supplied by the Participant or which the Participant has specified for use by the Contractor.
28.3 The Participant shall notify the Contractor in writing of any claim of industrial property infringement shall be threatened or instituted IP Infringement Claim brought against the Licensee based upon Participant in materials supplied or licensed by the Licensee's permitted use hereunder of the Licensed Technology or any other Confidential Information, the Licensee Contractor.
28.4 The Contractor shall notify Licensor promptly thereof and shall send to Licensor copies of any such papers which shall have been served in such suit, action or proceeding. Licensor may, if it so elects, control the defense of such suit at Licensor's own cost and expense. The Licensee shall have the right to be represented by advisory counsel of its own selection at its own expense, expense conduct all negotiations and any litigation arising in connection with any IP Infringement Claim provided always that the Contractor: shall consult the Participant on all substantive issues which arise during the conduct of such litigation and negotiations; shall take due and proper account of the interests of the Participant; and shall cooperate fully in not settle or compromise any claim without the defense prior Approval of any such suit. If Licensor does not elect to control the defense of such suit, the Licensee Participant.
28.5 The Participant shall undertake such control at the Licensee's own cost and expense and Licensor shall have the fight to be represented by advisory counsel of its own selection and at its own expense. At the request of the LicenseeContractor afford to the Contractor all reasonable assistance for the purpose of contesting any IP Infringement Claim. The Contractor shall indemnify the Participant for all costs and expenses (including legal costs and disbursements) incurred in doing so. The Contractor shall not, Licensor however, be required to indemnify the Participant in relation to any costs and expenses incurred in relation to or arising out of an IP Infringement Claim which relates to a claim arising from items or materials supplied by the Participant or which the Participant has specified for use by the Contractor.
28.6 The Participant shall assist not pay or agree to pay any IP Infringement Claim or make an admission which may be prejudicial to the Licensee defence or settlement of any IP Infringement Claim.
28.7 If an IP Infringement Claim is made or in the defense reasonable opinion of the Contractor is likely to be made, the Contractor shall notify the Participant and, at its own expense and subject to the consent of the Participant, use its best endeavours to: modify any or all of the Ordered Services without reducing the performance or functionality of the same, or substitute alternative services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the relevant provisions of this Call-off Contract shall apply to such suit at modified or substitute Services; or procure a licence to use and supply the Licensee's cost and expenseOrdered Services, which are the subject of the alleged infringement, on terms which are acceptable to the Participant.
8.4 The Licensee shall, upon obtaining knowledge of any 28.8 If a modification or substitution is not possible so as to avoid the infringement or threatening infringement of Licensor's rights the Contractor is not able to procure a licence in accordance with clause 0 within such time as the Licensed Technology, Confidential Information or trademarks owned by Licensor, immediately notify Licensor thereof together with al relevant details. Licensor Participant may reasonably specify: the Participant may, at its own discretion and costoption, prosecute or otherwise stop or prevent such actual or threatening infringement terminate this Call-off Contract in the name of both Licensor accordance with clause 0; and the Licensee or either of them, and in each case the Licensee shall render all assistance required by Licensor. All amounts received by Licensor in connection with any action taken against such infringement pursuant to this Article Contractor shall be liable for the property value of Licensor, if Licensor prosecutes Replacement Services and any additional costs incurred in implementing and maintaining such claim, or the property of the party under whose name the prosecution is madereplacements.
8.5 If Licensor decides not to take any action in respect of any infringement or threatened infringement, it shall notify the Licensee of this decision within ninety (90) days after receipt of a written notice from the Licensee pursuant to Article 8.4
Appears in 1 contract
Samples: Contract for Learning Professionals for Deaf Officers
Infringement and Indemnity. 8.1 The Licensee acknowledges that Licensor owns or controls and has proprietary interest in Contractor shall not infringe the Licensed Technology and other Confidential Information. The Licensee hereby agrees that, unless otherwise specifically provided herein or unless Licensor has consented in writing, it will not use or apply in the People's Republic of China for the registration Intellectual Property of any technology for goods and/or for services similar to the Licensed Technology and will not do any act or permit the doing of any act which might prevent, directly or indirectly, the registration in the People's Republic of China of any patent right with respect to the Licensed Technology and other Confidential Information.
8.2 Licensor is not aware of any right of a third party which might be infringed through the exercise of the license granted to the Licensee hereunder, but Licensor does not warrant nor shall Licensor be liable to the Licensee on the ground that any such right of a third party in fact exists.
8.3 In supplying the event Services and shall ensure that the receipt of the Services by the Authority and others, as contemplated by this Contract, does not infringe the Intellectual Property of any suitthird party. The Contractor shall, action during and after the Contract Period, indemnify and keep indemnified and hold the Authority and the Crown harmless from and against all actions, suits, claims, demands, damages, expenses, legal costs (on a solicitor and client basis) and other liabilities arising from or other proceeding involving incurred as a result of or in connection with any breach of clause 38.1, except where any such claim arises from items or materials supplied by the Authority or which the Authority has specified for use by the Contractor. The Authority shall notify the Contractor in writing of industrial property infringement shall be threatened or instituted any IP Infringement Claim brought against the Licensee based upon Authority in materials supplied or licensed by the Licensee's permitted use hereunder of the Licensed Technology or any other Confidential Information, the Licensee shall notify Licensor promptly thereof and shall send to Licensor copies of any such papers which shall have been served in such suit, action or proceeding. Licensor may, if it so elects, control the defense of such suit at Licensor's own cost and expenseContractor. The Licensee Contractor shall have the right to be represented by advisory counsel of its own selection at its own expense, expense conduct all negotiations and any litigation arising in connection with any IP Infringement Claim provided always that the Contractor: shall consult the Authority on all substantive issues which arise during the conduct of such litigation and negotiations; shall take due and proper account of the interests of the Authority; and shall cooperate fully in not settle or compromise any claim without the defense prior Approval of any such suitthe Authority. If Licensor does not elect to control the defense of such suit, the Licensee The Authority shall undertake such control at the Licensee's own cost and expense and Licensor shall have the fight to be represented by advisory counsel of its own selection and at its own expense. At the request of the LicenseeContractor afford to the Contractor all reasonable assistance for the purpose of contesting any IP Infringement Claim. The Contractor shall indemnify the Authority for all costs and expenses (including legal costs and disbursements) incurred in doing so. The Contractor shall not, Licensor however, be required to indemnify the Authority in relation to any costs and expenses incurred in relation to or arising out of an IP Infringement Claim which relates to a claim arising from items or materials supplied by the Authority or which the Authority has specified for use by the Contractor. The Authority shall assist not pay or agree to pay any IP Infringement Claim or make an admission which may be prejudicial to the Licensee defence or settlement of any IP Infringement Claim. If an IP Infringement Claim is made or in the defense reasonable opinion of such suit the Contractor is likely to be made, the Contractor shall notify the Authority and, at its own expense and subject to the Licensee's cost consent of the Authority, use its best endeavours to: modify any or all of the Services without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and expense.
8.4 The Licensee shallfunctionality, upon obtaining knowledge of any so as to avoid the infringement or threatening infringement the alleged infringement, provided that the relevant provisions of Licensor's rights this Contract shall apply to such modified or substitute Services; or procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Licensed Technology, Confidential Information Authority. If a modification or trademarks owned by Licensor, immediately notify Licensor thereof together substitution is not possible so as to avoid the infringement or the Contractor is not able to procure a licence in accordance with al relevant details. Licensor clause 37.7b within such time as the Authority may reasonably specify: the Authority may, at its own discretion and costoption, prosecute or otherwise stop or prevent such actual or threatening infringement terminate this agreement in the name of both Licensor accordance with clause 51.1.1(b); and the Licensee or either of them, and in each case the Licensee shall render all assistance required by Licensor. All amounts received by Licensor in connection with any action taken against such infringement pursuant to this Article Contractor shall be liable for the property value of LicensorReplacement Services and any additional costs incurred in implementing and maintaining such replacements. 39Publicity and Media The Contractor shall not make any press announcement, if Licensor prosecutes such claimpublicise the Contract in any way or use the Authority’s name in any marketing material, or except with the property Approval of the party under whose name the prosecution is madeAuthority. The Contractor shall ensure that its Staff comply with clause 38.1.
8.5 If Licensor decides not to take any action in respect of any infringement or threatened infringement, it shall notify the Licensee of this decision within ninety (90) days after receipt of a written notice from the Licensee pursuant to Article 8.4
Appears in 1 contract
Samples: Contract Agreement
