Unnerved and/or Undeserved Field of License Clause Samples

Unnerved and/or Undeserved Field of License a. At any time after the first year, following the delivery of the first prototype to Licensee, should Licensor determine that some area or areas within the Field of License are not being served or are being undeserved by Licensee, Licensor may notify Licensee in writing of such determination. This notification shall clearly reference this Article 8.4 of the Agreement as its basis and give reasonable evidence in support of Licensor's determination of such unserved and/or undeserved areas. b. Licensee shall acknowledge this notice in writing within ten (10) business days and respond to this same notice in writing within ninety (90) days setting forth Licensee's plans to serve or better serve the subject area. Should Licensor and Licensee agree on plan(s) proposed by Licensee or Licensor, no further action under this provision of this Article 8.4 will be necessary. Should Licensor and Licensee fail to agree on such plan(s) within thirty (30) days of Licensor's receipt of such plan(s), and should Licensor believe the subject area to be materially unserved or undeserved to the detriment of all parties then the matter will be submitted to arbitration under Article 22 of this Agreement. c. Should such arbitration process result in the determination that Licensor's position is correct Licensee shall 1) sublicense the unserved area(s) to parties reasonably capable of and willing to deliver such services and/or 2) allow the relicensing of these areas, splitting all revenues there from between Licensor and Licensee on a fifty/fifty (50/50) basis. Should such arbitration process result in the determination that Licensor's position is correct, and then Licensee shall also pay Licensor's costs and expenses (including reasonable attorney's fees) incurred in such arbitration process? However, should such arbitration process result in the determination that Licensee's position is correct, then Licensor shall pay Licensee's costs and expenses including reasonable attorneys fees incurred in such arbitration process.