Common use of Intellectual Property Rights of Third Parties Clause in Contracts

Intellectual Property Rights of Third Parties. (1) Licensor warrants that it has no present knowledge of an intellectual property right or copyright of a third party which prevents the use of Licensed Material in accordance with this Agreement. (2) It is in Licensor’s sole discretion to decide if Licensor defends Licensee against claims made for an infringement of an intellectual property right or copyright caused by the Licensed Material while used as per this Agreement. Licensee shall notify Licensor without delay of the making of any such claims. If Licensor does not defend Licensee, Licensee shall be free to defend itself. Licensor shall assist Licensee in doing so, just as Licensee is under an obligation to assist Licensor. (3) If claims under subparagraph (2) have been asserted against Licensee, or if such assertions of claims must be expected, Licensor may modify or replace the Licensed Material at its own expense as far as this is reasonable for Licensee. Each party to this Agreement may cancel the license without notice if such modification or replacement cannot be accomplished at a reasonable expenditure, or if a right of use cannot be obtained at a reasonable expenditure. This notwithstanding, the provisions made under § 8 for the limitation of Licensor’s liability shall be applicable correspondingly.

Intellectual Property Rights of Third Parties. (1) Licensor warrants that it has no present knowledge of an intellectual property right or copyright of a third party which prevents the use of Licensed Material in accordance with this Agreement. (2) It is in Licensor’s sole discretion to decide if Licensor defends Licensee against claims made for an infringement infringe- ment of an intellectual property right or copyright caused by the Licensed Material while used as per this Agreement. Licensee shall notify Licensor without delay of the making of any such claims. If Licensor does not defend Licensee, Licensee shall be free to defend itself. Licensor shall assist Licensee in doing so, just as Licensee is under an obligation to assist Licensor. (3) If claims under subparagraph (2) have been asserted against Licensee, or if such assertions of claims must be expected, Licensor may modify or replace the Licensed Material at its own expense as far as this is reasonable for Licensee. Each party to this Agreement may cancel the license without notice if such modification or replacement cannot be accomplished at a reasonable expenditure, or if a right of use cannot be obtained at a reasonable expenditure. This notwithstanding, the provisions made under § 8 for the limitation of Licensor’s liability shall be applicable correspondingly.