Common use of Election Not to Proceed Clause in Contracts

Election Not to Proceed. If one of the Parties elects not to proceed with a suit or other proceeding as recommended by the other Party pursuant to Section 6.8.1, the other Party may, but is not obligated to, commence and maintain such suit or other proceeding at its own cost and expense. If that Party elects to proceed with the suit or other proceeding, the Party electing to proceed shall have the exclusive right to: (a) select and retain litigation counsel of its choosing; and (b) direct and control such suit or other proceeding and receive and retain all settlement amounts, damages, and other monetary awards recovered in connection with it. A party initiating or defending any suit or proceeding pursuant to this Section 6,8.2 shall have the exclusive right, in its sole discretion, to settle and compromise such suit or proceeding, whether by settlement or other voluntary final disposition, without the prior written approval of the other Party, provided that the terms of such resolution do not: (i) enjoin any future action by the other Party or any of its Affiliates, licensees, sublicensees, or customers (including the other party, “Affected Persons”); (ii) derogate from or diminish any of the other Party’s rights or licenses under this Agreement; (iii) require any of the Affected Persons to make any payment; (iv) fail to grant the other Party and its Affiliates a release of all claims in the suit or proceeding; (v) require the admission or concession that any claim or aspect of any Foreground IP is invalid or unenforceable, or require any waiver or disclaimer of any rights with respect to such claim or patent; or (vi) otherwise have a material adverse effect upon any of the Affected Persons, any of their assets, or any objectives or subject matter of this Agreement.