Common use of Protection of the Marks Clause in Contracts

Protection of the Marks. Licensor shall have the exclusive right, but not the obligation, to protect the Marks (including monitoring potentially infringing uses, and initiating, prosecuting and defending litigation), and any other rights therein and thereto, in its own name against all potential infringements and unauthorized uses of the Marks. Licensees shall provide any information and assistance reasonably requested by Licensor and/or join as a party in such action at the reasonable request and at the reasonable cost and expense of Licensor. Licensor shall be entitled to all settlement amounts, damages or other monetary relief, and costs and attorney’s fees recovered in any such action and Licensor shall have full discretion in determining whether to settle and upon what terms and conditions any settlement of such litigation resolves. Licensees shall cooperate fully in the enforcement of rights in any infringement action or in the defense of any infringement or other action respecting the Marks. In the event Licensor determines, in its sole discretion, that it is not in the best interest of Licensor to initiate any legal proceedings on account of any such infringements, claims or actions, or in the event Licensor settles or resolves any such proceedings which may be initiated, Licensees shall have no claim against Licensor for damages or otherwise, nor shall the same affect the validity or enforceability of this Agreement. If Licensor elects not to initiate or pursue legal action in connection with a potential or actual infringement or unauthorized use of the Marks, upon prior the written approval of Licensor, Licensees may take such legal action as it deems appropriate, and Licensor agrees to support such legal action at the cost and expense of Licensees. In such case, all recoveries from such actions shall be shared equally by Licensor and Licensees in proportion to the share of expenses paid by each.

Protection of the Marks. Licensor shall have the exclusive right, but not the obligation, to protect the Marks (including monitoring potentially infringing uses, and initiating, prosecuting and defending litigation), and any other rights therein and thereto, in its own name against all potential infringements and unauthorized uses of the Marks. Licensees shall provide any information and assistance reasonably requested by Licensor and/or join as a party in any such action at the reasonable request and at the reasonable sole cost and expense of Licensor. Licensor shall be entitled to all settlement amounts, damages or other monetary relief, relief and costs and attorney’s attorneys’ fees recovered in any such action action, and Licensor shall have full discretion in determining whether to settle whether, and upon what terms and conditions conditions, to settle any settlement of such litigation resolvesaction. Licensees shall cooperate fully in the enforcement of rights in any infringement action brought against a third party or in the defense of any infringement or other action respecting the MarksMarks brought or initiated by a third party. In the event Licensor determines, in its sole discretion, that it is not in the best interest interests of Licensor to initiate any legal proceedings on account of any such infringements, claims or actions, or in the event Licensor settles or resolves any such proceedings which may be initiated, Licensees shall have no claim against Licensor for damages or otherwise, nor shall the same affect the validity or enforceability of this Agreement. If Licensor elects not to initiate or pursue legal action in connection with a potential or actual infringement or unauthorized use of the Marks, upon prior the written approval of Licensor, Licensees may take such legal action as it deems they deem appropriate, and Licensor agrees to support such legal action at the cost and expense of Licensees. In such case, all recoveries from such actions Licensees shall be shared equally by Licensor entitled to all settlement amounts, damages or other monetary relief and Licensees costs and attorneys’ fees recovered in proportion to the share of expenses paid by eachany such action.