Infringement Mitigation Clause Samples

The Infringement Mitigation clause outlines the procedures and responsibilities if a product or service is alleged to infringe on a third party’s intellectual property rights. Typically, this clause requires the party providing the potentially infringing product to take corrective actions, such as modifying the product, obtaining a license, or replacing it to avoid further infringement. Its core function is to protect both parties from legal and financial risks associated with intellectual property disputes by ensuring there is a clear plan for addressing and resolving infringement claims.
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Infringement Mitigation. If the Product or Documentation become, or in Cyberbit’s reasonable judgment are likely to become, the subject of a claim of patent or copyright infringement, or be deemed in violation of a third party’s intellectual property rights, or if Cyberbit settles a claim of infringement or violation, Cyberbit may at its sole option and discretion: (i) replace or modify the Product to make it non-infringing; or (ii) terminate the Purchase Order and return any consideration actually pre-paid to Cyberbit on account of the terminated License Term.
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Infringement Mitigation. If any of the Products become, or in Cyberbit’s reasonable judgment are likely to become, the subject of a claim of patent or copyright infringement or violation of a third party’s Intellectual Property Rights or if Cyberbit settles a claim of infringement or violation, it may at its sole option and discretion: (a) replace or modify the Product to make it non-infringing; or (b) terminate this Agreement and return the consideration actually paid for the Product on a pro-rata basis. Cyberbit shall notify You, in writing, whether or not it is exercising any of the foregoing options.
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Infringement Mitigation. 8.8.1. If the use or practice of the BGTJ Manufacturing Technology is ruled to infringe any Patent of any Third Party by any court of competent jurisdiction (but excluding the use or practice of the BGTJ Manufacturing Technology in combination with any technology or intellectual property of ThermoGenesis, any Affiliate of ThermoGenesis or any Third Party to the extent such infringement resulted from such combination), BGTJ shall, at BGTJ’s sole cost and expense use Commercially Reasonable Efforts to, at its discretion, either: 8.8.1.1. procure for ThermoGenesis the right to continue to use and practice the BGTJ Manufacturing Technology to Exploit ThermoGenesis Products or ThermoGenesis Services in the Field in the Territory in accordance with the terms and conditions of this Agreement; or 8.8.1.2. modify or replace all components, features and operations of the BGTJ Manufacturing Technology that cause such infringement to make the BGTJ Manufacturing Technology non-infringing while providing at least materially equal features, which modified or replacement components, features or operations shall constitute BGTJ Manufacturing Technology and be subject to the terms and conditions of this Agreement. 8.8.2. If neither of the remedies set forth in Section 8.8.1 are possible notwithstanding BGTJ’s Commercially Reasonable Efforts, then ThermoGenesis may, by written notice to BGTJ secure the right for ThermoGenesis the non-exclusive right to Exploit such Patent (in a manner that is not adverse to BGTJ) so as to continue using the BGTJ Manufacturing Technology and deduct the reasonable out-of-pocket costs and expenses therefor, including license fees, royalties, and upfront fees actually paid by ThermoGenesis to such Third Party solely with respect to the relevant Patent.
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Infringement Mitigation. IN ADDITION TO, AND NOT IN LIEU OF, SUPPLIER’S INDEMNITY OBLIGATIONS, SHOULD THE USE OF ANY INDEMNIFIED MATERIALS BECOME RESTRICTED, ENCUMBERED, OR ENJOINED BY REASON OF ANY ACTUAL OR ALLEGED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF INTELLECTUAL PROPERTY RIGHTS (INCLUDING PATENT INFRINGEMENT) OR OTHER PROPRIETARY RIGHTS, SUPPLIER SHALL PROMPTLY AND AT NO ADDITIONAL COST TO USAA FSB: (a) OBTAIN FOR USAA FSB THE RIGHT TO CONTINUE TO USE AS CONTEMPLATED HEREUNDER THE AFFECTED INDEMNIFIED MATERIALS; (b) MODIFY THE AFFECTED INDEMNIFIED MATERIALS TO RENDER NON-INFRINGING SO AS TO REMOVE THE CAUSE OF THE CLAIM (PROVIDED THAT SUPPLIER’S MODIFICATION WILL NOT MATERIALLY DEGRADE THE PERFORMANCE, FUNCTIONALITY, OPERATION, OR OTHERWISE ADVERSELY AFFECT THE INTENDED USE OF THE AFFECTED INDEMNIFIED MATERIALS); OR (c) REPLACE THE AFFECTED INDEMNIFIED MATERIALS WITH EQUALLY SUITABLE FUNCTIONALLY EQUIVALENT, COMPATIBLE, NON-INFRINGING SERVICES, DELIVERABLES, SOFTWARE, OR MATERIALS WHICH WILL BE SUBJECT TO THE TERMS OF THIS AGREEMENT. IF, NOTWITHSTANDING SUPPLIER’S COMMERCIALLY REASONABLE EFFORTS PURSUANT TO THIS SECTION 11.6, IF USAA FSB IS NOT PERMITTED TO CONTINUE USE OF ANY INDEMNIFIED MATERIALS AS CONTEMPLATED HEREUNDER, THEN USAA FSB MAY BE ENTITLED TO TERMINATE THE APPLICABLE ORDER ADDENDUM (IN WHOLE OR, SOLELY TO THE EXTENT OF THE CURTAILED PERFORMANCE, IN PART) UPON WRITTEN NOTICE TO SUPPLIER. SUPPLIER WILL REFUND THE APPLICABLE FEE(S) AND THE PRO-RATA PORTION OF ANY PREPAID SERVICES FEES TO USAA FSB (IF ANY). THE FOREGOING REMEDIES WILL NOT LIMIT ANY OF USAA FSB’S OTHER RIGHTS OR REMEDIES AVAILABLE AT LAW, EQUITY, CONTRACT OR OTHERWISE, OR LIMIT OR AFFECT SUPPLIER’S OBLIGATIONS AS OTHERWISE SET FORTH IN THIS AGREEMENT.
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Infringement Mitigation. In addition to Benchmark’s indemnity obligation to Customer, if use of the Product is enjoined based on a claim of Intellectual Property Infringement solely due to Benchmark’s manufacturing processes or Benchmark Background IP, Benchmark will, at its sole expense and option and as Customer’s sole and exclusive remedy for such injunctions (but, for the avoidance of doubt, not limiting any recovery for Benchmark Indemnified Claims): (i) procure the right for Customer Indemnitees to continue using the Product; or (ii) refund to Customer a pro rata amount for any payments made by Customer for the affected Product. In the event Benchmark is unable, despite its best efforts, to avail itself of the options set forth in (i), Benchmark shall have the right, in furtherance of its obligation to mitigate and/or prevent further damages, to suspend manufacturing and its performance hereunder, solely as it relates to the item. Component and/or Product which is the subject of the Claim until such Claim is settled or otherwise resolved.
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Infringement Mitigation 
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Related to Infringement Mitigation

  • Infringement Actions 7.1 Licensee shall inform University promptly in writing of any alleged infringement of the Patent Rights by a third party and of any available evidence thereof. 7.2 During the term of this Agreement, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense all infringements of the Patent Rights in the Field and in the Territory if Licensee has notified University in writing of its intent to prosecute; provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. In furtherance of such right, University hereby agrees that Licensee may include University as a party plaintiff in any such suit, without expense to University. The total cost of any such infringement action commenced or defended solely by Licensee shall be borne by Licensee and University shall receive a percentage of any recovery or damages for past infringement derived therefrom which is equal to the percentage royalty due University under Article 4. Licensee shall indemnify University against any order for costs that may be made against University in such proceedings. 7.3 If within six (6) months after having been notified of any alleged infringement, Licensee shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if Licensee shall notify University at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, University shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights, and University may, for such purposes, use the name of Licensee as party plaintiff. University shall bear all costs and expenses of any such suit. In any settlement or other conclusion, by litigation or otherwise, University shall keep any recovery or damages for past infringement derived therefrom. 7.4 In the event that a declaratory judgment action alleging invalidity or infringement of any of the Patent Rights shall be brought against University, Licensee, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 7.5 In any infringement suit either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, information, samples, specimens, and other evidence upon request.

  • Infringement 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

  • Infringement Claims You may submit an infringement claim notice to us at our Contact Formavailable here if you have a good faith belief that Your Content has been copied and made accessible through the Services (including as a part of the Service Content or Third Party Content) in violation of your Inte lectual Property Rights. A copyright infringement claims notice must include at (i) the identification of such a legedly infringing materials, including information su ficient for us to locate it within our Services, ( i) a demand that such a legedly infringing materials be removed or access disabled, ( i) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (iv) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is a legedly infringed; (v) contact information for you, such as address, phone number, and, if available, an email address; and (vi) must be signed by you or the person authorized to act on behalf of the owner of the a legedly infringed work (the “Notice Requirements”). Pursuant to 17 U.S.C. 512(c)(3), if the above Notice Requirements are not met, we may disregard the notice. Pursuant 17 U.S.C. 512(f), be advised that knowingly making a material misrepresentation that online material or activity is infringing or that material or activity was removed or disabled by mistake or misidentification, may subject you to heavy civil penalties. These penalties include monetary damages, including costs and attorneys' fees, incurred by the a leged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider who is injured by your misrepresentation. If we make a decision to remove Your Content in response to a complaint, we may notify you and provide you with contact information for the complaining party. You may also object to such determination by writing to our designated agent, which must contain the fo lowing information pursuant to 17 U.S.C. 512(g)(3), (i) your physical or electronic signature; ( i) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; ( i) a statement under penalty of perjury that the you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (iv) your name, address, phone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are located outside of the United States, for any judicial district in which the service provider may be found, and that you wil accept service of process from the person who provided notification under subsection 17 U.S.C. 512(c)(1)(C) or an agent of such person.

  • Infringement of Third Party Rights Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the Parties hereunder infringes or may infringe the intellectual property rights of such Third Party. Genentech shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Genentech’s activities under this Agreement at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Genentech fails to proceed in a timely fashion with regard to such defense, Curis shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Curis shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Curis’ activities under this Agreement at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Curis fails to proceed in a timely fashion with regard to such defense, Genentech shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Neither Party shall have the right to settle any infringement action under this Section 10.5 in a manner that diminishes the rights or interests of the other Party hereunder without the consent of such Party.

  • Third Party Infringement (a) Each Party shall promptly report in writing to the other Party during the Term any known or suspected infringement of the Patent Application (“Infringement”). The reporting Party shall provide the other Party with all available evidence supporting such infringement, suspected infringement, unauthorized use or suspected unauthorized use. Promptly after receipt of a notice of Infringement, the Parties shall discuss in good faith the infringement and appropriate actions that could be taken to cause such infringement to cease. (b) Kadmon shall have the first right to initiate a suit or take other appropriate action that it believes is reasonably required to protect the Patent Application in the United States against any Infringement. If Kadmon decides not to initiate a suit or take other appropriate action with respect to any such Infringement in the United States, then AbbVie may undertake such actions, in which case Kadmon shall, and shall cause its Affiliates to, cooperate with AbbVie in its efforts to initiate a suit or take other appropriate action with respect to any Infringement in the United States, and shall agree to be parties in any suit, if requested. (c) Without regard to which Party initiates a suit or takes other appropriate action with respect to any Infringement in the Territory under Section 8.15.3(b), all costs (including all reasonable costs and expenses associated with any defense of a claim hereunder) associated with any such action in the United States, and any costs and expenses incurred by any Party or its Affiliates with respect to any Infringement shall be the sole responsibility of the Party initiating the action. Any proceeds from such actions shall be allocated between the Parties first to compensate each Party on a pro rata basis for amounts it incurred in pursuing such actions and second to the Party instituting the action. (d) The enforcing Party under Section 8.15.3(b) shall have the sole and exclusive right to select counsel for any suit initiated by it. If required under Applicable Law in order for such enforcing Party to initiate and/or maintain such suit or action, the other Party shall join as a party to the suit or action. Such other Party shall offer reasonable assistance to such enforcing Party in connection therewith at such enforcing Party’s cost and expense.