LICENSEE and LICENSOR each represents and warrants to the other that as of the Execution Date it has full right, power and authority to enter into this Agreement and to perform its respective obligations under this Agreement. LICENSOR represents and warrants to LICENSEE that it has the right to grant to LICENSEE the licenses and sublicenses granted pursuant to this Agreement.
LICENSEE and LICENSOR respectively will treat and maintain the proprietary business, patent prosecution, software, engineering drawings, process and technical information, and other proprietary information ("Proprietary Information") of the other party in confidence using at least the same degree of care as that party uses to protect its own proprietary information of a like nature for a period from the date of disclosure until five years after the date of termination of this Agreement.
LICENSEE and LICENSOR acknowledge that use of the Transponder's subcarriers by Licensee and Licensor may cause such reception and uplink to fail to meet such specifications. Licensee and Licensor agree that any such failure due in whole or in part to such use shall not constitute a breach of this Agreement by Licensor and the parties shall work together to minimize any disruption caused by the use of the subcarriers In addition, Licensee acknowledges that its sole remedy for any disruption in the Turnaround Service is as set forth in Section 3.4; however, if the Turnaround Service is not provided for any period of five consecutive days during the term of this Agreement for any reason other than (i) the failure of the Intelsat-K transmission or (ii) Deutsche Welle's negligent or willful acts or the negligent or willful acts of its officers, directors, agents, employees, subsidiaries, parents, affiliates, customers and viewers or any of them, Licensor shall use its best efforts to provide the Turnaround Service as soon thereafter as is reasonably practicable, which efforts shall include arranging for the use of alternative facilities for the Turnaround Service. Licensor or any other provider of the Turnaround Service shall not alter, scramble or encrypt the programming transmitted by Licensee on the Transponder.
LICENSEE and LICENSOR agree to maintain and preserve the quality of the Technology, and to use the Technology in good faith and in a manner consistent with the uses approved herein.
LICENSEE and LICENSOR agree to maintain the Subject Technology and all associated proprietary, confidential information, and intellectual property, of each other in confidence, and to use the same only in accordance with this Agreement. Such obligation of confidentiality shall not apply to information which either party can demonstrate: (i) was at the time of disclosure in the public domain; (ii) has come into the public domain after disclosure through no fault of either party; (iii)was lawfully disclosed to either party by a third party which was not under an obligation of confidence to either party with respect thereto; (iv) which either party can reasonably demonstrate was independently developed by LICENSEE without use of the Subject Technology; or (v) which LICENSEE shall be compelled to disclose by law or legal process. The foregoing obligation of confidentiality shall survive termination of this Agreement.
LICENSEE and LICENSOR acknowledge that all information relating to the business and operations of the other which each acquires, learns or has learned during or prior to the Term, all special design concepts which either party provides and has provided to the other and all sketches and designs, including without limitation coloration and fabrication, and sourcing information and manufacturing contractors, (the "CONFIDENTIAL INFORMATION") received by either party from the other which are not commonly or currently known in the marketplace are valuable property of the applicable party. Each Party acknowledges the need to preserve the confidentiality and secrecy of such Confidential Information and agrees that, during the Term and after the expiration or other termination thereof, it shall not use or disclose same, except to the extent expressly provided herein, and it shall take all necessary steps to ensure that use of Confidential Information by it or by its contractors and suppliers (which use shall be solely as necessary for, and in connection with, the manufacture, distribution, sale, advertising and promotion of Licensed Articles) shall preserve such confidentiality and secrecy in all respects. Without limiting or impairing any other indemnification provision contained herein, each party hereby agrees to release, defend, hold harmless and indemnify the other against any and all claims, damages, causes of action, judgements, settlements, fines and other costs of any kind, (including reasonable attorneys' fees) which may be suffered by the indemnified party as a result of any breach by the breaching party or any of its contractors of the provisions of this paragraph. The provisions of this paragraph and the parties' obligations hereunder shall survive the expiration or termination of the Term.
LICENSEE and LICENSOR agree to cooperate with the other in litigation proceedings instituted hereunder but at the expense of the Litigating Party. Such litigation shall be controlled by the Litigating Party. LICENSOR or LICENSEE at their own expense, may be represented by counsel of their choice pursuant to any suit brought by the Litigating Party.
LICENSEE and LICENSOR acknowledge that each party (as such, a “Disclosing Party”) has disclosed and will disclose certain confidential information to the other party (as such, a “Recipient”) for purposes of fulfilling the parties’ obligations under this Agreement (the “Purpose”). The parties further acknowledge the need to preserve the confidentiality of such information and therefore agree that the terms of this Section 15 shall govern the conditions of such disclosure by the Disclosing Party to the Recipient and to the directors, officers, employees, agents, and advisors, if any, of the Recipient (collectively, the “Representatives”).
LICENSEE and LICENSOR shall each give the other prompt notice of any claim or allegation received by it that the manufacture, use, or sale of Licensed Products constitutes an infringement of a third party patent or patents. LICENSEE shall have the primary right and responsibility at its own expense to defend and control the defense of any such claim against LICENSEE, by counsel of its choosing. The settlement of any such actions must be approved by LICENSOR, which approval shall not be unreasonably withheld. LICENSOR agrees to cooperate with LICENSEE in any reasonable manner deemed by LICENSEE to be necessary in defending or prosecuting such action. LICENSEE shall reimburse LICENSOR for all expenses reasonably incurred by LICENSOR in providing such assistance. Notwithstanding the foregoing, LICENSOR shall, in its sole discretion, be entitled to participate through counsel of its own choosing in any such action.
LICENSEE and LICENSOR each as a Receiving Party, respectively, agrees that it shall maintain the confidentiality of the Confidential Information of the Disclosing Party and safeguard the confidential and/or business sensitive information which it may receive from the other party with the same degree of care used to protect its own information of a like nature and/or in accordance with the provisions of any separate non-disclosure agreement applicable to such information. Each party further agrees that it shall not use for its own account apart from this Agreement or for the account of any third party, nor disclose or otherwise disseminate to any third party, any company trade secret or other such confidential information of or concerning the other party unless the written consent of the other party shall first have been obtained.
