Responsibilities of HP. In connection with the carrying out of the purpose of the joint venture, HP will have the following responsibilities and obligations:
Responsibilities of HP. HP shall, at its own expense, defend, indemnify or settle any third party Claim made or any suit or proceeding brought against LICENSEE, its Affiliates or their respective directors, officers, employees, agents, and successors and assigns (the “Indemnified LICENSEE Parties”) insofar as such Claim arises from or relates to any allegation that the HP Trademarks, as used in accordance with the terms and conditions set forth in this Agreement, infringe a trademark of a third party. In the event of any Claim against the Indemnified LICENSEE Parties, the applicable Indemnified LICENSEE Parties shall: (a) promptly provide written notice thereof to HP (but any failure or delay in providing such notice shall not limit the responsibilities of HP except to the extent that such failure or delay results in cost or prejudice to HP); (b) inform HP of any subsequent written communications related to the Claim, and (c) fully cooperate with HP in HP’s defense of the Claim at HP’s cost and expense. HP will pay all damages and costs finally awarded against LICENSEE or agreed to by HP and LICENSEE in a settlement. HP will have no liability for, nor obligation to defend against, any claims that result solely from LICENSEE’s use of the HP Trademarks not in accordance with the terms in this Agreement. Nothing in this Agreement will be construed to make LICENSEE the agent of HP for the purpose of accepting service of legal process or binding HP as principal to any representation, commitment, or agreement made by LICENSEE in connection with the manufacture, sale, or distribution of any HP Branded Product.
Responsibilities of HP
