Licensee Cooperation and Notice of Infringement. Licensee shall, during the Term:
(a) take all commercially reasonable measures to safeguard the Software and documentation (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access;
(b) at Licensor's expense, take all such steps as Licensor may reasonably require to assist Licensor in maintaining the validity, enforceability and Licensor's ownership of the Intellectual Property Rights in the Software and documentation;
(c) promptly notify Licensor in writing if Licensee becomes aware of: (i) any actual or suspected infringement, misappropriation or other violation of Licensor's Intellectual Property Rights in or relating to the Software or documentation; or (ii) any claim that the Software or documentation, including any production, use, marketing, sale or other disposition of the Software or documentation, in whole or in part, infringes, misappropriates or otherwise violates the Intellectual Property Rights or other rights of any Person; and
(d) at Licensor's sole expense, fully cooperate with and assist Licensor in all reasonable ways in the conduct of any Action by Licensor to prevent or xxxxx any actual or threatened infringement, misappropriation or violation of Licensor's rights in, and to attempt to resolve any Actions relating to, the Software or documentation, including having Licensee's employees testify when requested and making available for discovery or trial relevant records, papers, information, samples, specimens and the like.
Licensee Cooperation and Notice of Infringement. Licensee will, during the Term,
i. secure and protect the Licensed Software and Documentation from infringement, misappropriation, misuse, theft, or other unauthorized access through all commercially reasonable measures and precautions similar to those Licensee would employ to secure and protect its own intellectual property;
ii. take all reasonable steps as Licensor may require and request to maintain the validity, enforceability, and ownership of all Licensor’s Intellectual Property Rights herein;
iii. promptly notify Licensor in writing if Licensee becomes aware of any actual or suspected infringement, misappropriation, misuse, theft, unauthorized access, or other violations of Licensor’s Intellectual Property Rights in or relating to the Licensed Software or Documentation;
iv. promptly notify Licensor in writing of any claim that the Licensed Software or Documentation, in whole or in part, infringes, misappropriates, or otherwise violates any rights, including Intellectual Property Rights, of other persons or entities; and
v. fully cooperate with and assist Licensor in all commercially reasonable ways, including but not limited to providing records, information, depositions, and testimonies, and at Licensor’s sole expense, in any claim, suit, action, or proceeding to prosecute or defend Licensor’s rights in the Licensed Software, Documentation, and any Intellectual Property Rights herein.
