Common use of Legal Action for Infringement of IP Rights Clause in Contracts

Legal Action for Infringement of IP Rights. 14.1.1 ESI reserves any and all rights to commence, prosecute, compromise and settle any claim, action or proceeding for infringement, unfair competition, unauthorized use, misappropriation or violation of any of the ESI IP Rights by any Third Party. ESI may commence, prosecute, compromise or settle any such claim, action or proceeding, as well as any claim, action or proceeding to defend any of the ESI IP Rights, in its sole discretion, but shall not have any obligation to do so. 14.1.2 PlanetRx reserves any and all rights to commence, prosecute, compromise and settle any claim, action or proceeding for infringement, unfair competition, unauthorized use, misappropriation or violation of any of the PlanetRx IP Rights by any Third Party. PlanetRx may commence, prosecute, compromise or settle any such claim, action or proceeding, as well as any claim, action or proceeding to defend any of the PlanetRx IP Rights, in its sole discretion, but shall not have any obligation to do so. 14.1.3 No party shall have the right to commence or prosecute any legal action with regard to the IP Rights of the other party, without such other party's prior written consent in such other party's sole discretion. 14.1.4 If either party becomes the subject of a claim, action or proceeding for infringement, unfair competition, unauthorized use, misappropriation or violation of any IP Rights of a Third Party as a result of its use of the other party's IP Rights pursuant to this Agreement, then the party owning such IP Rights shall upon the request of such other party defend and indemnify the requesting party from and against such Third Party claim, action or proceeding ("IP Claim") and shall pay any and all damages, liabilities, costs and attorneys fees awarded against a party arising out of such IP Claim; provided, that: the party owning such IP Rights has sole control -------- over the defense or settlement of such IP Claim, the requesting party shall provide the party owning such IP Rights prompt notice of the IP Claim, and such assistance in defense of the claim, action or proceeding as the owning party may reasonably request and shall comply with any settlement or court order made in connection with the claim, action or proceeding (e.g., relating to the future use of any infringing IP Rights). In any case, the requesting party shall be entitled to participate in the defense of any such claim, action or proceeding, at its own cost, with counsel of its choice. 14.1.5 In the event either party should have a claim against the other party for infringement, unfair competition, unauthorized use, misappropriation or violation of any of its IP Rights as a result of the use of its IP Rights by the other party pursuant to this Agreement, the parties shall resort to the dispute resolution provisions set forth in Section 16.

Legal Action for Infringement of IP Rights. 14.1.1 ESI (a) WellPoint reserves any and all rights to commence, prosecute, compromise and settle any claim, action or proceeding for infringement, unfair competition, unauthorized use, misappropriation or violation of any of the ESI WellPoint IP Rights by any Third Party. ESI WellPoint may commence, prosecute, compromise or settle any such claim, action or proceeding, as well as any claim, action or proceeding to defend any of the ESI WellPoint IP Rights, in its sole discretion, but shall not have any obligation to do so. 14.1.2 PlanetRx (b) xxxxxxxxx.xxx reserves any and all rights to commence, prosecute, compromise and settle any claim, action or proceeding for infringement, unfair competition, unauthorized use, misappropriation or violation of any of the PlanetRx xxxxxxxxx.xxx IP Rights by any Third Party. PlanetRx xxxxxxxxx.xxx may commence, prosecute, compromise or settle any such claim, action or proceeding, as well as any claim, action or proceeding to defend any of the PlanetRx xxxxxxxxx.xxx IP Rights, in its sole discretion, but shall not have any obligation to do so. 14.1.3 (c) No party shall have the right to commence or prosecute any legal action with regard to the IP Rights of the other party, without such other party's prior written consent in such other party's sole discretion. 14.1.4 (d) If either party becomes the subject of a claim, action or proceeding for infringement, unfair competition, unauthorized use, misappropriation or violation of any IP Rights of a Third Party as a result of its use of the other party's IP Rights pursuant to this Agreement, then the party owning such IP Rights shall upon the request of such other party defend and indemnify the requesting party from and against such Third Party claim, action or proceeding ("IP Claim") and shall pay any and all damages, liabilities, costs and attorneys fees awarded against a party arising out of such IP ClaimClaim ; provided, provided that: the party owning such IP Rights has sole control -------- over the defense or settlement of such IP Claim, the requesting party shall provide the party owning such IP Rights prompt notice of the IP Claim, and such assistance in defense of the claim, action or proceeding as the owning party may reasonably request and shall comply with any settlement or court order made in connection with the claim, action or proceeding (e.g., relating to the future use of any infringing IP Rights). In any case, the requesting party shall be entitled to participate in the defense of any such claim, action or proceeding, at its own cost, with counsel of its choice. 14.1.5 In the event either party should have a claim against the other party for infringement, unfair competition, unauthorized use, misappropriation or violation of any of its IP Rights as a result of the use of its IP Rights by the other party pursuant to this Agreement, the parties shall resort to the dispute resolution provisions set forth in Section 16.