Third Party IP Action Sample Clauses
A Third Party IP Action clause defines the procedures and responsibilities when a third party claims that the use of licensed intellectual property infringes their rights. Typically, this clause outlines how the parties must notify each other of such claims, who will control the defense or settlement, and how costs and liabilities are allocated. Its core function is to manage the risk of IP infringement disputes by clarifying each party’s obligations and ensuring a coordinated response to third-party claims.
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Third Party IP Action. During the Term, each Party shall promptly notify the other Party in writing upon becoming aware of any allegation by a Third Party that the Development, Manufacture or Commercialization of any Products in the Field in the Territory infringes or misappropriates or may infringe or misappropriate the Intellectual Property Rights of such Third Party in the Territory (a “Third Party IP Action”). Licensor shall defend the Third Party IP Action, and unless otherwise agreed in writing by the Parties, Licensor shall have control of the defence of any such Third Party IP Action by counsel of its own choice; provided, however, that Licensor may not settle or compromise any Third Party IP Action in a manner that materially adversely affects Licensee’s rights or interests hereunder, without the written consent of Licensee (such consent not to be unreasonably withheld, conditioned or delayed). Each party shall bear 50% of the expense of the defence of a Third Party IP Action. Licensor shall keep the Licensee reasonably informed of all material developments in connection with any Third Party IP Action. This Article 9.4 shall not be interpreted as placing on either Party a duty of inquiry regarding any Third Party's Intellectual Property Rights. Nothing in this Article 9.4 shall be deemed to oblige either Party to defend, indemnify or hold harmless the other Party arising from or occurring as a result of a Third Party IP Action.
Third Party IP Action. During the Term, each Party shall promptly notify the other Party in writing upon becoming aware of any allegation by a Third Party that the Localization, Manufacture or Commercialization of any Products in the Field in the Territory infringes or misappropriates or may infringe or misappropriate the intellectual property rights (for the purpose of this Article 9.6 the such intellectual property rights include patents, inventions, trademarks, copyrights, domain names, databases, data, know-how, trade secrets and confidential information, and all other intellectual or industrial property and other proprietary rights) of such Third Party in the Territory (a “Third Party IP Action”). To the maximum extent permitted under Applicable Law, Licensor shall defend the Third Party IP Action, and unless otherwise agreed in writing by the Parties, Licensor shall have control of the defense of any such Third Party IP Action by counsel of its own choice; provided, however, that Licensor may not settle or compromise any Third Party IP Action, or knowingly take any other action in the course thereof, in a manner that materially adversely affects Licensee’s rights or interests, without the written consent of Licensee (such consent not to be unreasonably withheld, conditioned or delayed). Licensor shall keep the Licensee reasonably informed of all material developments in connection with any Third Party IP Action. This Article 9.6 shall not be interpreted as placing on either Party a duty of inquiry regarding Third Party intellectual property rights. Licensor shall hold Licensee harmless from any damage that may be caused by Licensee due to the Third Party IP Action and indemnify Licensee of any losses that it may suffer due to the Third Party IP Action for the Localization, Manufacture or Commercialization of any Products by using the Licensor IP, so long as such use is within the scope permitted by the licenses granted by Licensor to Licensee hereunder.
Third Party IP Action. The Party against whom a Third Party IP Action is brought shall have the right to assume control of its own defense. Such Party may select counsel at its own expense and shall have the right to settle such Third Party IP Action in its sole discretion, except that such Party shall not settle such Third Party IP Action in a manner that involves an admission of infringement with respect to, in whole or in part, Intellectual Property of the Third Party, without the prior consent of the other Party, such consent to be granted or withheld in its sole discretion.