Infringement and Enforcement Clause Samples
The Infringement and Enforcement clause outlines the parties' rights and responsibilities regarding the protection and defense of intellectual property covered by the agreement. Typically, it specifies which party is responsible for monitoring potential infringements, initiating legal action against unauthorized use, and managing any resulting settlements or damages. For example, the clause may grant the owner of a patent or trademark the exclusive right to pursue enforcement actions, while requiring the other party to cooperate or notify them of suspected violations. This clause is essential for ensuring that intellectual property rights are actively protected and that both parties understand their roles in addressing infringement, thereby minimizing disputes and safeguarding valuable assets.
Infringement and Enforcement. 3.1 I-Flow may, but has no obligation to, take any and all actions to enforce the Licensed Intellectual Property (including without limitation instituting litigation) against any suspected infringement or misappropriation by any Third Party (“Litigation”). I-Flow shall bear all the expenses and costs with respect to any such Litigation it elects to undertake and I-Flow shall be entitled to all damages recovered in such Litigation.
3.2 At I-Flow’s request, InfuSystem agrees to reasonably cooperate in any such Litigation. I-Flow agrees to pay InfuSystem’s reasonable out-of-pocket costs and expenses in connection with such Litigation. If InfuSystem desires to retain separate counsel in connection with such Litigation, however, InfuSystem shall bear its own costs and expenses concerning the Litigation, including, without limitation, the costs and expenses of such separate counsel. Notwithstanding InfuSystem’s participation in such Litigation, I-Flow shall retain the full right to control such Litigation, including, without limitation, any settlement of such Litigation. I-Flow shall have the right to settle any Litigation on such terms and conditions reasonably acceptable to InfuSystem.
3.3 NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER (A) FOR ANY PUNITIVE, EXEMPLARY OR OTHER SPECIAL DAMAGES ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, AND/OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF USE, INCOME, PROFITS OR ANTICIPATED PROFITS, BUSINESS OR BUSINESS OPPORTUNITY, SAVINGS, DATA, OR BUSINESS REPUTATION), ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE OR ANY OTHER THEORY, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
Infringement and Enforcement. Licensee agrees to notify Licensor in writing promptly after it becomes aware of any actual or threatened unauthorized use, reproduction or display of the Licensed Marks. Licensor shall have the sole right, but not the obligation, to assert or file any Action in a connection with such use (an “Infringement Action”). Upon Licensor’s request, Licensee shall reasonably cooperate with Licensor, at Licensor’s cost, in any such Infringement Action. Licensor shall be entitled to any and all proceeds and damages arising from any such Infringement Action.
Infringement and Enforcement. In the event that either Party becomes aware of any infringement of the Trademark by a Third Party prior to execution of the * Confidential treatment requested. Assignment, such Party shall promptly notify the other Party. In such event of a Third Party infringement of the Trademark, Strakan will cooperate with Aptalis, at its own expense, in providing any assistance necessary if Aptalis chooses, in its sole discretion and at its own expense, to take legal action with respect to such infringement of the Trademark.
Infringement and Enforcement. 7.1 If any time during the term of this Agreement, 3F learns or believes that any Third Party is infringing any of the Licensed Patents or Sublicensed Patents hereunder in the Fields of Use, 3F shall notify ▇▇▇▇▇▇▇ in writing of the existence of such alleged infringement.
7.2 ▇▇▇▇▇▇▇ may, but has no obligation to, take any and all actions to enforce the Licensed Patents or Sublicensed Patents (including without limitation instituting litigation) against any infringement in the Fields of Use (“Litigation”); provided, however, that ▇▇▇▇▇▇▇ agrees that, upon notice from 3F pursuant to Section 7.1, ▇▇▇▇▇▇▇ will make a good faith evaluation as to whether and when to institute any such Litigation, in light of the factors that ▇▇▇▇▇▇▇ believes are relevant, including without limitation the potential costs and risks associated with such Litigation. ▇▇▇▇▇▇▇ shall bear all the expenses and costs with respect to
7.3 At ▇▇▇▇▇▇▇’ request, 3F agrees to cooperate in any such Litigation, including but not limited to participating in such Litigation as a named party. ▇▇▇▇▇▇▇ agrees to pay 3F’s reasonable costs and expenses in connection with such Litigation. In the event that 3F desires to retain separate counsel in connection with such Litigation, however, 3F shall bear its own costs and expenses concerning the Litigation, including without limitation the costs and expenses of such separate counsel. Notwithstanding 3F’s participation in such Litigation, ▇▇▇▇▇▇▇ shall retain the full right to control such Litigation, including without limitation any settlement of such Litigation. ▇▇▇▇▇▇▇ shall have the right, in its sole and absolute discretion, to settle any Litigation on such terms and conditions that ▇▇▇▇▇▇▇ deems to be appropriate.
7.4 With respect to any monetary award received by ▇▇▇▇▇▇▇ in the Litigation, or amounts received by ▇▇▇▇▇▇▇ in settlement of the Litigation:
(i) Attributable to infringement of the Sublicensed Patents in the Fields of Use, and after deducting all Litigation Expenses, 3F shall be entitled to receive twenty-four percent (24%) of such award or settlement; or
(ii) Attributable to infringement of the Licensed Patents in the Fields of Use, and after deducting all Litigation Expenses, 3F shall be entitled to receive forty-eight percent (48%) of such award or settlement.
7.5 To the extent not governed by Section 7.4 above, in the event that, in connection with any settlement of the Litigation, ▇▇▇▇▇▇▇ grants a license within the Fields of Use and r...
Infringement and Enforcement. 10.1 If LLNS (to the actual knowledge of the licensing professional responsible for the administration of this Agreement) or Licensee learns of credible evidence or allegations of infringement of any Patent Rights licensed under this Agreement, the knowledgeable party will promptly provide the other Party with (a) written notice of such suspected infringement and (b) any evidence of such suspected infringement available to it (the “Infringement Notice”). Similarly, if LLNS or Licensee learns of any facts which could reasonably be expected to affect the validity, scope, or enforceability of any such Patent Rights, the knowledgeable party will promptly provide the other Party with written notice of such facts. During the period in which, and in the jurisdiction where, Licensee has exclusive rights under this Agreement, neither LLNS nor Licensee will notify any third party (including the alleged infringer) of possible infringement or put such third party on notice of the existence of Patent Rights without first discussing in good faith such possible infringement and a plan of action with the other Party. Pursuant to a mutually agreed upon plan of action, both LLNS and Licensee will use their diligent efforts to cooperate with each other to remedy such alleged infringement without litigation.
10.2 If such efforts to eliminate the infringement without litigation are not successful within [***] after the infringer has been formally notified of the infringement (unless a different time period is agreed by the Parties), Licensee shall have the first right, in its sole discretion and at its sole expense, to bring suit against the infringer. If Licensee elects not to bring suit within [***], LLNS will then have the second right, in its sole discretion and at its sole expense, to bring suit against the infringer. If Licensee brings suit, LLNS may (but shall not be obligated to) join with Licensee in such suit, after consulting with Licensee and subject to the approval by DOE/NNSA. Licensee may not join LLNS as a party to any litigation without LLNS’s express prior written consent, which may be granted or withheld at LLNS’s sole discretion and, if granted, may be subject to additional terms and conditions determined by LLNS and/or DOE/NNSA in their sole discretion. Without limiting the generality of the foregoing, if LLNS is joined as a party, voluntarily or involuntarily, in a suit arising out of this Agreement that is not initiated by LLNS, Licensee will pay any and...
Infringement and Enforcement. 6.1. If Eaucentrix or Boon determines that any Intellectual Property covering the Proprietary Technology is being infringed, or a claim arises that the Proprietary Technology infringes the rights of a Third Party, then Eaucentrix or Boon (as applicable) shall promptly notify the other party, giving as many particulars concerning such infringement as shall he practicable at the time.
6.2. Upon becoming aware of infringement of any Intellectual Property rights covering the Proprietary Technology, Eaucentrix shall diligently investigate and determine, in its reasonable judgment, whether the activities in question in fact constitute infringement. The Parties shall promptly confer with respect to the initiation and prosecution of litigation against the alleged infringer.
6.3. In the event of infringement of any Intellectual Property rights covering the Proprietary Technology, Boon shall have the first right and authority (but not obligation) at its sole expense to bring infringement proceedings against the asserted infringer at its own cost. At Boon’s expense, Eaucentrix shall provide all necessary assistance and cooperation reasonably requested by Boon. In furtherance of such right, Boon shall join Eaucentrix as a party plaintiff in any such suit whenever requested by Eaucentrix or required by applicable law, at Boon’s sole expense. Financial recoveries from any such litigation will first be applied to reimburse Boon for its litigation expenditures with additional recoveries being paid to Boon subject to the royalty due Eaucentrix on the recovery based on the royalty provisions hereof. If the Boon fails for-any reason to take action to defend, or to bring such infringement proceedings within 90 days, Eaucentrix shall have the right to do so at its own expense and to retain all damages or other recovery.
6.4. Each Party will provide reasonable cooperation in connection with any adversarial proceeding conducted by the other Party involving the Intellectual Property rights covering the Proprietary Technology.
Infringement and Enforcement. Seller represents and warrants to Buyer that, to Seller’s best knowledge, the Licensed IP has not infringed or is not infringing any Third Party’s right. Buyer will promptly notify Seller if it becomes aware that any Third Party has infringed or is infringing the Licensed IP. Seller shall have the right to control enforcement of its intellectual property, as its own expense, including the selection of its own counsel and the determination of the steps necessary to protect and defend the applicable underlying intellectual property from infringement. Buyer will reasonably cooperate with Seller in connection with any enforcement actions against alleged infringers.
Infringement and Enforcement. (a) The Licensee shall promptly notify the Licensor if it learns or becomes aware of any infringement, or potential infringement, of the Carbon Calculator, or of the existence, use or promotion of any calculator or software similar to the Carbon Calculator.
(b) The Licensor may, but shall not be required to, take whatever legal action the Licensor, in its sole discretion, deems necessary or advisable to protect the Carbon Calculator. Should the Licensor choose to take any action with respect to the Carbon Calculator, the Licensee shall comply, at its own expense, with all reasonable requests for assistance in connection therewith, including but not limited to, providing testimony, exhibits, facts or similar cooperation. Any recovery as a result of such action shall belong solely to the Licensor.
(c) The Licensee shall not initiate, undertake or engage in any legal action for the protection of, enforcement of, relating to or involving any of the Carbon Calculator, unless so specifically permitted or instructed by the Licensor.
(d) The Licensee shall have no right against the Licensor or the Owner for damages or for any other remedy by reason of the Licensor's failure to prosecute an alleged act of pirating, infringement, imitation, unfair competition or dilution or the Licensor's or Owner's failure to take any other legal action related to the Carbon Calculator.
(e) The Licensee’s obligations and agreements under this Section shall survive the termination or expiration of this Agreement.
Infringement and Enforcement. 7.1 Licensee shall notify SSA, of any unauthorized or improper use of the BEDFAX Mark(s) or confusingly similar marks by others whenever such use comes to Licensee’s attention. SSA shall have the sole right and discretion to investigate any allegations of unauthorized or improper use of the BEDFAX Mark(s), to address such allegations in any manner, to bring infringement, unfair competition, or dilution proceedings involving the BEDFAX Mark(s), to enforce the terms of this Agreement with respect to use of the BEDFAX Mark(s) and to police internet usage of the Mark(s). Licensee shall have no authorization to enforce SSA’s rights in the BEDFAX Mark(s).
7.2 If SSA discovers that Licensee has made a false statement or claim in connection with the CDL, the BEDFAX program or the BEDFAX mark(s), SSA may, in its sole discretion, take the following actions in addition to any other actions including, but not limited to, termination and prosecution under the law: • For the first offense: Licensee must pay for SSA testing of all its models to ensure compliance with the BEDFAX program. No additional action will be taken if Licensee fully removes, destroys and retracts all labels and written material with the false statements or claims and publishes a clarification and correction notice on its website(s) and BEDFAX’s website within five (5) days of notification by SSA. • For the second offense: SSA will automatically suspend Licensee from membership in BEDFAX for six (6) months. Additionally, Licensee must pay for SSA testing of all its models to ensure compliance with the BEDFAX program. No additional action will be taken if Licensee fully removes, destroys and retracts all labels and written material with the false statements or claims and publishes a clarification and correction notice on its website(s) and BEDFAX’s website within five (5) days of notification by SSA.
7.3 If SSA believes in good faith that Licensee has intentionally made or published false statements or claims in connection with the CDL, the BEDFAX program or the BEDFAX mark(s), SSA will automatically suspend Licensee from the BEDFAX program for twelve
Infringement and Enforcement. 5.1 Partner shall promptly notify Polestar if Partner learns of the existence, use or promotion of any mark or design similar to any of the Polestar Trademarks.