Common use of Licensor’s Agreement Clause in Contracts

Licensor’s Agreement. Licensor agrees to save, defend, hold harmless and indemnify Licensee from and against all claims, causes and/or damages arising from or related to any claim that the Licensed Property is not the property of Licensor or that any of the Licensed Property is an infringement upon or a violation of a patent, copyright, trademark, service xxxx, ‘intellectual property right’ or any other right or interest of any other person. In the event that any such claim is asserted, Licensor shall have the right to withdraw the disputed Xxxx or other item from the scope of the rights granted to Licensee under this Agreement pending resolution of the disputed claim, and Licensee agrees to permit such withdrawal of the disputed Xxxx or other item without other adjustment or modification of the terms or scope of this Agreement. In the event that any action is instituted against Licensee, which is within the scope of the Licensor’s agreement under this paragraph, Licensee shall promptly notify Licensor, and Licensor shall thereupon assume the direction and control of such litigation. Licensor shall also have the sole right to direct and control such litigation, including without limitation the right to designate counsel to defend the action, to determine defensive strategies, and to negotiate any settlement of the asserted claims. Any amounts paid or advanced by Licensor in connection with the prosecution or defense of any action for which Licensor is responsible as provided in this paragraph shall be promptly reimbursed by Licensee, and may not be offset against any license fees or royalties accrued, due, paid or payable to Licensor pursuant to this Agreement.

Licensor’s Agreement. Licensor agrees to save, defend, hold harmless and indemnify Licensee from and against all claims, causes and/or damages arising from or related to any claim that the Licensed Property is not the property of Licensor or that any of the Licensed Property is an infringement upon or a violation of a patent, copyright, trademark, service xxxxmark, ‘intellectual property right’ or any other right or interest of any other person. In the event that any such claim is asserted, Licensor shall have the right to withdraw the disputed Xxxx Mark or other item from the scope of the rights granted to Licensee under this Agreement pending resolution of the disputed claim, and Licensee agrees to permit such withdrawal of the disputed Xxxx Mark or other item without other adjustment or modification of the terms or scope of this Agreement. In the event that any action is instituted against Licensee, which is within the scope of the Licensor’s agreement under this paragraph, Licensee shall promptly notify Licensor, and Licensor shall thereupon assume the direction and control of such litigation. Licensor shall also have the sole right to direct and control such litigation, including without limitation the right to designate counsel to defend the action, to determine defensive strategies, and to negotiate any settlement of the asserted claims. Any amounts paid or advanced by Licensor in connection with the prosecution or defense of any action for which Licensor is responsible as provided in this paragraph shall be promptly reimbursed by Licensee, and may not be offset against any license fees or royalties accrued, due, paid or payable to Licensor pursuant to this Agreement.