Common use of Third Party Challenge Clause in Contracts

Third Party Challenge. In the event that a third party challenges Licensee’s use or a Licensee Contractor’s use of one or more of the Marks, Licensee shall immediately notify Alliance in writing. Unless the Parties otherwise agree in writing, Alliance shall undertake and conduct the defense of such a challenge, and Licensee and/or Licensee Contractors shall not enter into any discussions, negotiations, or settlements, or any other action pertaining to said challenge without the express written consent of Alliance, which shall not be unreasonably withheld. Either Party may immediately terminate this Agreement by giving written notice thereof to the other Party in the event that a challenge to Licensee’s or a Licensee Contractor’s use of one or more of the Marks is brought or alleged against Licensee or a Licensee Contractor. Licensee agrees to cooperate fully with Alliance, at Alliance’s request and expense, in the event such a challenge is brought.