Licensee and Licensor Sample Clauses
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 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 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 shall have the right to assign this Agreement to any of their respective Affiliates.
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 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 acknowledge that the Software System may be subject to the export control laws and regulations of the United States of America. As used in this Article 16.3, the term “Controlled Material” means (a) the Software System, any Updates, Documentation and Related Materials and (b) any related proprietary information of the Licensor. The term “Controlled Material” does not include Licensee Applications to the extent that Licensee Applications do not contain the Software System. Pursuant to Article II, Section 7(b) of the UN Convention, the United Nations, including its subsidiary organs such as UNDP, is exempt from customs duties and prohibitions and restrictions on exports in respect of articles imported or exported by the United Nations, including its subsidiary organs, for its official use. Accordingly, in light of the exemptions from export restrictions to which the UN is entitled pursuant to the UN Convention, and without otherwise limiting or derogating from the privileges and immunities and exemptions of the United Nations, including its subsidiary organs, pursuant to the UN Convention, the UN agrees and warrants that:
Licensee and Licensor agree to give each other prompt written notice of any claim or suit which may arise under the indemnity provisions set forth above. Without limiting the foregoing, Licensee agrees to give Licensor written notice of any product liability claim made or suit filed with respect to the Book, any investigations or directives regarding the Book issued by the Consumer Product Safety Commission Golden Books Publishing Company, Inc. Agreement dated December 12, 1998 Page 27 ("CPSC") or other federal, state or local consumer safety agency, and any notices sent by Licensee to, or received by Licensee from, the CPSC or other consumer safety agency regarding the Book within seven (7) days of Licensee's receipt or promulgation of the claim, suit, investigation, directive, or notice.