Infringement of Intellectual Property. 22.1 Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Intellectual Property rights, and the Parties shall consult with each other to decide the best way to respond to such infringement.
22.2 If any warning letter or other notice of infringement is received by a party, or legal suit or other action is brought against a party, alleging infringement of third party rights in the manufacture, use or sale of any licensed product or use of any patents or Intellectual Property rights, that party shall promptly provide full details to the other party, and the parties shall discuss the best way to respond.
22.3 The Contractor shall indemnify the Authority and keep the Authority fully and effectively indemnified against all claims, damages or losses arising from or incurred by reason of any infringement or alleged infringement (including but not limited to the defence of such alleged infringement in the United Kingdom) of any Intellectual Property rights in connection with the use, exercise or commercial exploitation of the Results (other than where any such claim arises as a result of the Authority‟s negligence or wilful default).
Infringement of Intellectual Property. Each Obligor shall (and the Parent shall procure that each member of the Group will):
(a) notify the Agent promptly of any infringement or suspected infringement or any challenge to the validity of any of the present or future Intellectual Property Rights owned, used or exploited by it which may come to its notice if the same would be reasonably likely to have a Material Adverse Effect and take all necessary steps (including, without limitation, the institution of legal proceedings) to prevent third parties infringing such Intellectual Property Rights to the extent that failure to do so would be reasonably likely to have a Material Adverse Effect;
(b) take all necessary action to safeguard and maintain its rights, present and future, in or relating to all Intellectual Property Rights owned, used or exploited by it to the extent that failure to do so would be reasonably likely to have a Material Adverse Effect (in each case including, without limitation, paying all applicable renewal fees, licence fees and other outgoings); and
(c) not enter into any licence or other agreement or arrangement in respect of Intellectual Property Rights other than between members of the Group and/or on normal arm’s length commercial terms and will comply with all licences to it of any Intellectual Property Rights in each case to the extent that failure to do so would be reasonably likely to have a Material Adverse Effect.
Infringement of Intellectual Property. (a) The parties shall, with respect to any matters that come to their attention, provide prompt written notification to each other of (i) any infringement or other violation of any rights associated with the Intellectual Property, or (ii) any activities that could reasonably be considered to violate any right granted to a Licensee pursuant to this Agreement or that could reasonably be considered to limit, otherwise restrict, or have an adverse impact on, a Licensee’s right and ability to exercise any rights granted to a Licensee pursuant to this Agreement; provided, however, that neither party shall, unless the parties have otherwise expressly agreed, be affirmatively obligated to monitor for such infringements, violations or activities. Ecolab shall have the exclusive right to protect and defend the Assigned Intellectual Property. Henkel shall protect and defend the Ecolab Licensed Intellectual Property, but Ecolab shall have the right, in addition to any other rights or remedies available at (and subject to any limitations under) law or in equity, (i) to cause Henkel to commence any action or proceeding should Henkel fail to do so; (ii) to exercise and assert any and all rights and remedies available to a “registrant” pursuant to the provisions of the intellectual property laws of a particular country or jurisdiction; (iii) to commence or join any such action or proceeding in its own name and add Henkel as a party, in each case where permissible under applicable law; and (v) to jointly control with Henkel any such action or proceeding; provided, however, Ecolab shall not (without Hxxxxx’x prior written consent, which consent shall not be unreasonably withheld) have the right to settle or otherwise resolve any such action or proceeding in a manner that would result in the forfeiture, loss or material restriction of Hxxxxx’x rights with respect to the subject Ecolab Licensed Intellectual Property. In the event Ecolab, as the case may be, fails or declines to promptly commence an action or proceeding in its own name or to join an action or proceeding commenced by Henkel, Henkel shall have the right to commence such action or proceeding and to solely control such action or proceeding; provided, however, Henkel shall not (without Ecolab’s prior written consent, which consent shall not be unreasonably withheld) have the right to settle or otherwise resolve any such action or proceeding in a manner that would result in the forfeiture, loss or material restricti...
Infringement of Intellectual Property. INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Infringement of Intellectual Property. The Franchisee must not aid or assist any other person in any manner to do any of the acts in Clauses 3.3(a) to 3.3(f), above nor anything which would infringe, harm or contest the Intellectual Property.
Infringement of Intellectual Property. 6.6.1 Fraunhofer shall promptly notify the Company of any infringement or threatened infringement of the Technology or Improvements of which it becomes aware.
6.6.2 The Company shall in good faith evaluate all infringement claims and shall take such action as is reasonably necessary to enforce its rights in the Technology and Improvements in the Field. Any legal proceedings instituted by the Company in respect of such infringement or threatened infringement will be conducted at the Company's sole discretion and expense, provided that Fraunhofer shall, if requested to do so by the Company, join in and fully co-operate with the Company in the conduct of such proceedings, including making available to the Company all information and particulars relating to such infringement in the possession of Fraunhofer and other Persons under its direction or control. Any monetary or other award obtained by the Company in respect of such proceedings shall belong to the Company and shall be subject to royalty payments as provided in Section 3.4. If the Company declines to enforce its rights in the Technology and Improvements in the Field or does not pursue any such enforcement in good faith after reasonable advance notice from Fraunhofer, Fraunhofer may, at its cost, take action with respect to such infringement. The Company shall co-operate with Fraunhofer in taking such action, without cost to the Company, other than the expenditure of time. Any monetary or other award obtained by Fraunhofer as a result of such proceedings shall belong to Fraunhofer alone.
Infringement of Intellectual Property. (a) Altana shall promptly advise Salix of all cases of actual, potential or suspected infringement of the Product Trademarks, Product Copyrights or other intellectual property of Salix or its Affiliates or licensors that come to Altana’s attention.
(b) In the event of any infringement of any Product Trademark, Product Copyright or other intellectual property of Salix or its Affiliates or licensors by any Person, then as between Altana and Salix, Salix, shall have the sole right (but not the obligation) to commence, maintain or terminate, whether by settlement or otherwise, any action to enforce its rights in such Product Trademark, Product Copyright or other intellectual property of Salix or its Affiliates or licensors and pursue injunctive, compensatory and other remedies and relief against such Person. Salix shall have the right to retain all damages and other proceeds resulting from any such actions. If Salix elects to commence any such action, Altana shall, at [*] expense, use all reasonable efforts to assist and cooperate with Salix as requested by Salix in such actions.
(c) In the event that during the Co-Promotion Period, any Person institutes against Salix or Altana any action that alleges that the use of any Product Trademark, Product Copyright or other intellectual property of Salix or its Affiliates or licensors in connection with the production, marketing, sale, or Promotion of the Product in the Territory in accordance with the terms hereof infringes the intellectual property rights held by such Person, then as between Altana and Salix, Salix shall have the sole right to contest, and assume direction and control of the defense of, such action (including the right to settle such action on terms determined by Salix in its sole discretion). If Salix elects to defend such action, Altana shall, at [*] expense, use all reasonable efforts to assist and cooperate with Salix as requested by Salix in such action. If, as a result of any such action, a judgment is entered by a court of competent jurisdiction from which no appeal can be taken or from which no appeal is taken within the time permitted for appeal, or a settlement is entered into by Salix or its licensors, such that any Product Trademark, Product Copyright or other intellectual property of Salix or its Affiliates or licensors cannot be used in connection with the production, marketing, sale, or Promotion of the Product in the Territory without infringing the intellectual property rights of su...
Infringement of Intellectual Property. Infringement of any intellectual property right including patents, copyrights or license, which may be brought against Indemnitees as a result of the Work.
Infringement of Intellectual Property. 8.1 BTC agrees to pay all costs, damages and attorneys’ fees finally awarded in any suit by a third party against Aircom to the extent based upon a finding that the design, construction, use or importation of a Product (including the Software), as furnished, infringes the intellectual property rights of such third party, provided that Aircom promptly notifies BTC, in writing, of such claims, and provided Aircom gives BTC the right to defend and/or settle such claim at BTC’s expense with counsel of BTC’s choice. Aircom shall cooperate with BTC, at BTC’s expense, in the defense or settlement of the claim.
8.2 If the manufacture, use or sale of any of the Products (including the Software) is enjoined or is unable to be used pursuant to a term of settlement, BTC shall at BTC’s expense do one of the following: (a) obtain for Aircom the right to use the Product, (b) modify the Product so that it becomes non-infringing or (c) replace it with a non-infringing Product that is substantially in compliance with the specifications and functionality for the Product in all material respects. If none of the foregoing is commercially feasible, BTC shall refund the entire purchase price paid by Aircom for the Product at issue (or for Products more than one (1) year old BTC shall refund the then-current market value of the Product). If BTC has not completed delivery of such Products, BTC shall not be obligated to continue delivering such Products. If BTC reasonably believes a Product is likely to be the subject of a claim, suit, proceeding or injunction, BTC shall also have the right, at BTC’s option, to do any of the above. If BTC elects to replace a Product with a non-infringing Product or to refund the purchase price to Aircom, Aircom shall return the allegedly infringing Product to BTC, at BTC’s expense, as soon as practicable.
8.3 BTC agrees to use reasonable efforts to provide Aircom with six (6) months prior written notice if the manufacture, use or sale of any of the Products is discontinued, for any reason whatsoever. BTC will accept orders for a last time buy of the Products within such six (6) month period provided that the delivery schedule for such Products shall not extend beyond one (1) year after the date of BTC’s notice. In addition, BTC will use reasonable efforts to supply or locate a supplier of a replacement Product for any Product discontinued such that the replacement Product will have at least the same performance capabilities and functionality as the...
Infringement of Intellectual Property. (a) You will not reproduce, distribute, transmit, publish, copy, transfer or commercially exploit any information, data, images, programs, or other Intellectual Property supplied to you by Cupid Media in relation to the Affiliate Program including creating a website or a webpage without the prior written consent of Cupid Media, which consent may be withheld at Cupid Media's sole discretion.
(b) You agree not to register a domain name using the term "Cupid Media" or "Cupid" or any other domain name whether used alone or in combination with other words which is likely to be confused with a Cupid Media domain name. You are also prohibited from registering a trademark which is similar to or is likely to be confused with any trademark of Cupid Media.
(c) Cupid Media shall have the sole discretion to determine if the material is confusing and may require the removal or redesign of the offending webpage, website, domain name or trade mark.
