Common use of Licensors Obligations Clause in Contracts

Licensors Obligations. Licensor, at its expense, shall defend any third party claim brought against Licensee to the extent it is based on a claim that the Licensor Marks, when used as provided for by this Agreement, infringes any Trademark of any third party. Licensor shall pay any award against Licensee, or settlement entered into on Licensee’s behalf, based on such infringement, but only if Licensee notifies Licensor promptly in writing of the claim, provides reasonable assistance in connection with the defense and settlement thereof, and permits Licensor to control the defense and settlement thereof. Licensor will have no liability to the extent the alleged infringement is caused by any unauthorized use by Licensee of the Licensor Marks. Licensor further agrees it shall be solely liable for and against any and all claims, demands, damage, liability, actions, causes of action, loss, cost, and expense of any nature whatsoever (including without limitation, investigation costs and expenses, accountant's fees and expenses, and attorneys' fees and expenses incident thereto) by reason of any actual or alleged injury, including death of any person whomsoever, any actual or alleged financial loss to any person or other entity, whomsoever or whatsoever, or any actual or alleged loss, damage, or destruction of property of every class and description owned by or in the possession of any person or other entity, whomsoever or whatsoever, in any manner and however arising out of or attributed to the products manufactured and marketed by other Licensor licensees that may reflect on Licensee as a licensee of Licensor. Licensor warrants to Licensee that Licensor, as of the Effective Date, has no effective license agreement with any other party within the Territory pertaining to Licensed Products bearing the Licensor M▇▇▇(s). Licensor further warrants it has full authority to enter into this Agreement and has full legal authority to grant licenses in Licensor M▇▇▇(s) to Licensee

Licensors Obligations. Licensor, at its expense, (a) Licensor shall defend collate and deliver to Licensee all scientific documentation and Product data necessary for the compilation of a Dossier sufficient for obtaining a Marketing Authorization for the Product and necessary in connection with any third party claim brought against Licensee application for the initiation of clinical trials in respect of the Product with the regulatory authorities; and (b) In respect of all clinical trials and Product data effected or created by Licensor pursuant to the extent it is based on a claim Development Plan, Licensor undertakes that the Licensor Markssame will be performed in a competent and professional manner, when used as provided consistent with the current state of clinical research and good clinical practices acceptable to the EMEA and in particular in strict accordance with: (i) all applicable statutes, rules and regulations including, the Declaration of Helsinki; and (ii) any protocol for by this Agreement, infringes any Trademark a clinical trial for the Product; and (iii) the requirements of any third party. applicable independent ethics committee that has participated in a clinical trial with the Product; and (iv) such other procedures required to satisfy standards or requirements of the EMEA and/or any other regulatory authority as may be specified in the relevant Development Plan. (c) Licensor shall pay [*] percent ([*]%) of the Phase III B Studies’ costs described in the Development Plan; provided, however that if the Phase III B costs described in the Development Plan in total exceed €[*]Licensor shall pay any award against Licensee, and all costs in excess of such total amount. (d) Licensor shall timely perform or settlement entered into on Licensee’s behalf, based on such infringement, but only if Licensee notifies Licensor promptly in writing procure the performance of the claim, provides reasonable assistance Core Studies. (e) Licensor shall notify Licensee from time to time of all requirements applicable outside the Territory in connection with the defense conduct of clinical trials in so far as Licensor may require Licensee to comply with such requirements in the conduct of the clinical trials to be performed by Licensee and settlement thereofLicensee shall not be liable under this Agreement in the event that it shall fail to comply with any requirements of any regulatory authority outside the Territory, save and permits Licensor to control the defense and settlement thereof. Licensor will have no liability to the extent that such requirements shall have been notified by Licensor to Licensee in connection with the alleged infringement is caused by any unauthorized use performance by Licensee of the clinical trials and are reasonably able to be implemented by Licensee. (f) Licensor Marksshall supply Licensee with Licensee’s and its sublicensees’ and subdistributors’ requirements of Product and Devices necessary for use in the Nycomed Clinical Trials, in accordance with the terms of the Supply Agreement as generally described in Schedule 12 – Key Commercial Terms for Supply of Product. Licensor further agrees it The cost for such supplies shall be solely liable for applied against Licensee’s commitment to fund Phase III B and against Phase IV Studies set forth in Section 5.1.4(c) and 5.1.4(d) hereof. (g) Throughout the Term Licensor shall from time to time seek to develop and invent Improvements of not only the Product but also the Device and keep Licensee informed about such endeavors and the results thereof by submitting to Licensee any and all claimsrelevant details and data related thereto. Should Licensor develop or invent a new drug delivery device for the Product at any particular time during the Term, demands, damage, liability, actions, causes of action, loss, cost, and expense of any nature whatsoever (including without limitation, investigation costs and expenses, accountant's fees and expenses, and attorneys' fees and expenses incident thereto) by reason of any actual or alleged injury, including death of any person whomsoever, any actual or alleged financial loss Licensee shall have no obligation to any person or other entity, whomsoever or whatsoever, or any actual or alleged loss, damage, or destruction of property of every class and description owned by or in switch to such new device. Should the possession of any person or other entity, whomsoever or whatsoever, in any manner and however arising out of or attributed Parties agree to the products manufactured and marketed by other Licensor licensees that may reflect on introduce a new device. Licensee as a licensee of Licensor. Licensor warrants shall be allowed to Licensee that Licensor, as purchase its requirements of the Effective Date, has no effective license agreement with any other party within new device for a purchase price equal to Licensor’s Actual True Cost of Goods for the Territory pertaining to Licensed Products bearing the Licensor M▇▇▇(s). Licensor further warrants it has full authority to enter into this Agreement and has full legal authority to grant licenses in Licensor M▇▇▇(s) to Licenseenew device.

Licensors Obligations. Licensor agrees that in addition to his legal obligations as a lessor, he/she will ensure the following: $ Timely payments are made of all Licensor dues, assessments and all utility charges in order to guarantee that the unit is in a marketable status at all times. This will include the provision of electricity, gas and water, TV cable/satellite connection, trash and snow removal, heating and the supply of firewood. There will be a $7.50 per rental supply charge to cover the expense of paper towels, toilet paper, trash bags, soaps, dishwashing and dishwasher soap each time Licensee cleans the unit after Licensor use. This will be deducted from the Licensor Monthly Statement. In the case of rentals for six (6) months and more, Guest may, at Licensee’s discretion, pay - electricity, gas and water, TV cable/satellite connection, trash and snow removal, heating and the supply of firewood. $ Licensors reserving their unit for anyone other than themselves will be charged a $50 fee for Licensee services. This fee will cover: reserve unit, Guest registration, issue keys, inspection, and Guest’s services. Following each stay, Licensee’s housekeeping staff will clean the unit and the cleaning fees will be posted to the Licensor’s account. Licensors who want to do their own cleaning, may do so, as long as it meets Licensee rental standards. If not, the Licensor agrees to pay any additional cleaning charges deemed necessary. $ In the case of a “No Show” for a reservation booked by Licensor, a charge of $30.00 shall be posted to a Licensor’s account. $ Unit is maintained and furnished to an acceptable rental standard, to be determined by the Licensee in order to ensure an efficient and successful rental operation. This will include a thorough cleaning twice per year B known as Spring and Fall Cleanings. Licensors shall be entitled to carry out these cleanings themselves or hire external cleaning contractors provided that the operations are carried out to the Licensee’s own cleaning standards. Agent reserves the right to inspect each cleaning and bring up to standard any unit that does not meet rental criteria. Work carried out to bring to such standard will be charged to Licensor. Licensee will monitor and report periodically on the condition of each unit and reserves the right to suspend from its rental programs any unit that does not meet rental standards. $ All food and perishable items are removed from the units prior to each rental including removal of items from refrigerators. $ Licensor’s personal items shall be kept in a designated and secured place. $ In the case of private houses not serviced by a management company, an annual inspection and cleaning is required of all chimneys, fireplaces and woodstoves with written report to be filed with Licensee. Also, Septic Tanks are to be pumped out every two years, at its the expense of Licensor. $ The Licensor shall maintain, in force, such insurance as would be appropriate to protect against any losses/liabilities, which may occur during the rental process and evidence of such insurance shall be provided to the Licensee. $ Licensor shall post all relevant rules for Guests in a conspicuous place within the Unit. $ Licensor understands that damage to units and their contents may occur as a result of rentals, inadvertently or otherwise. Licensee agrees to maintain a $250 security deposit from all Guests and to deduct from this deposit for any damages incurred to the unit. Licensor further agrees, Licensee and employees cannot be held responsible for any such damage mentioned in this section. Licensee would like Licensor to be aware that rental activity may accelerate normal wear and tear and that maintenance of such units could be more frequent. $ Licensee shall be granted access to the unit for purposes consistent with rental occupancy. In the case of any emergency, Licensee is authorized to conduct repairs up to a limit of $250.00, at Licensor’s expense, without prior consultation with Licensor. Licensee also reserves the right in an emergency situation to act in any way that will prevent further damage to a unit and/or to abutting units and use its judgement in the minimization of damages especially where an Licensor cannot be contacted. Licensee shall defend any third party claim brought against Licensee to seek Licensor approval for repairs of more than $250.00. In the extent it is based on a claim case that the Licensor Markscannot be contacted and that the repair(s) are essential to rental, when used as provided for by this Agreement, infringes any Trademark of any third partythen Licensor authorizes Licensee to make the necessary repairs and deduct from Licensor’s monthly compensation. Licensor shall pay any award against Licensee, or settlement entered into $ Where the Licensee acts in a Property Management property management capacity on Licensee’s behalf, based on such infringement, but only if Licensee notifies Licensor promptly in writing of the claim, provides reasonable assistance in connection with the defense and settlement thereof, and permits Licensor to control the defense and settlement thereof. Licensor will have no liability to the extent the alleged infringement is caused by any unauthorized use by Licensee behalf of the Licensor Marks. Licensor further agrees - for example - repairs and improvements and other items billed through the company Licensee - it shall be solely liable apply a commission charge to all such operations in line with such property management operations. These commissions are generally in the order of ten (10) to twenty (20) percent dependant upon the circumstance. This shall include any emergency callout fees. Standard unit callout charges are currently set at thirty-five dollars ($35.00) per hour based on normal business hours. The Licensor shall reimburse for and against any and all claims, demands, damage, liability, actions, causes of action, loss, cost, and expense of any nature whatsoever (including without limitation, investigation costs and expenses, accountant's fees and expenses, and attorneys' fees and expenses incident thereto) by reason of any actual or alleged injurywork completed, including death of any person whomsoever, any actual or alleged financial loss this commission/service call fee. $ Licensee will not accept instruction from third parties claiming to any person or other entity, whomsoever or whatsoever, or any actual or alleged loss, damage, or destruction of property of every class and description owned by or in the possession of any person or other entity, whomsoever or whatsoever, in any manner and however arising out of or attributed to the products manufactured and marketed by other Licensor licensees that may reflect act on Licensee as a licensee behalf of Licensor. The Licensor warrants shall give unless the Licensor has given written instruction to the Licensee that Licensor, as naming any persons allowed to act on their behalf. $ Licensee shall be allowed use of the Effective Dateunit on a complimentary basis for promotional or marketing purposes in order to generate business. In this case, has no effective license agreement with any other party within fees will be chargeable to Licensor. Licensee will absorb the Territory pertaining housekeeping service costs. Such use will be limited to Licensed Products bearing the Licensor M▇▇▇(s). Licensor further warrants it has full authority to enter into this Agreement and has full legal authority to grant licenses in Licensor M▇▇▇(stwo (2) to Licenseenights per unit, per calendar year.

Licensors Obligations. Licensor(a) At Licensee’s request, Licensor shall, at its sole expense, provide to Licensee any information as to the contents of the Compound or any other information required by any governmental authorities in any Territory. Licensor shall defend provide documentation and other information reasonably requested by Licensee in support of Licensee’s application, if any, for USP certification of the Products. Licensee shall be solely responsible for any USP certification application, including the information contained in such application. (b) Licensor shall be responsible for the proper and lawful acquisition, maintenance, storage and handling of the ingredients and components of the Compound and all Compound-related inventory. (c) Licensor shall manufacture or have manufactured, package, label, supply and deliver the Compound in accordance with the highest standards of the nutritional supplement industry and in strict compliance with (i) all applicable regulatory requirements, and (ii) Licensee’s current “Supplier Shipping & Compliance Guide”. Licensor shall deliver to Licensee all documentation necessary to adequately document the safety, quality and quantity of all ingredients contained therein and the efficacy of the Compound. Such documentation shall also include, without limitation, a Certificate of Analysis which provides qualitative and quantitative confirmation of the active ingredient content of the Compound and the accompanying laboratory results for each and every lot of the Compound. Licensee may rely on the content of the Certificate of Analysis for any purposes. Failure to provide Compound of suitable quality conforming to the Compound’s Specifications or documentation set forth in this Section 8 in support thereof shall be grounds for rejection of the Compound by the Licensee and a material breach of this Agreement which, if not cured within sixty (60) days, shall provide Licensee with the right to terminate this Agreement. The Property shall not infringe upon or misappropriate the intellectual property or other rights of any third party claim brought against Licensee and shall be of acceptable style, appearance and quality to Licensee. (d) Licensor shall materially comply with applicable laws, regulations, rules and orders applicable in the United States, including, without limitation, those of the U.S. Federal Food and Drug Administration (the “FDA”) and those relating to the extent it Dietary Supplements and Health Education Act of 1994, as amended. The Compound is based on a claim that guaranteed by Licensor to be not adulterated or misbranded within the Licensor Marksmeaning of the Federal Food, when used as provided Drug and Cosmetic Act, and not an article which may not, under such Act, be introduced into interstate commerce. The Compound shall be merchantable and fit for the intended use by this Agreement, infringes any Trademark Licensee and the purchasers of any third partythe Products. Licensor shall pay promptly notify Licensee if any award against Licensee, or settlement entered into on Licensee’s behalf, based on such infringement, but only if Licensee notifies Licensor promptly in writing audit is conducted by the FDA while any of the claimCompound is being manufactured. If the FDA pulls a sample of a lot of the Compound, provides reasonable assistance Licensor shall immediately send a matching sample to Licensee. Licensor shall promptly notify Licensee of any customer orother complaints, governmental inquiries, quality issues or product liability issues relating to the Compound or any of its components. (e) Licensor shall use its best efforts to (i) file all applications for Patents and Trademarks in connection the Territories where they have not already been filed; and (ii) prosecute all pending applications with the defense appropriate governmental authorities in the Territories in order to obtain the issuance of the Patent and settlement thereofTrademark registrations contemplated hereunder. (f) Licensor shall use reasonable commercial efforts to promptly provide Licensee the results of any clinical studies relating to the Compound. (g) Licensor represents and warrants that it has provided to Licensee all results of each clinical study performed on the Compound to date, and permits Licensor to control the defense and settlement thereof. Licensor will that such results have no liability to the extent the alleged infringement is caused by not been changed, summarized or altered in any unauthorized use by Licensee of the Licensor Marksway. Licensor further agrees it shall be solely liable for represents and against any and all claimswarrants that, demands, damage, liability, actions, causes of action, loss, cost, and expense of any nature whatsoever (including without limitation, investigation costs and expenses, accountant's fees and expenses, and attorneys' fees and expenses incident thereto) by reason of any actual or alleged injury, including death of any person whomsoever, any actual or alleged financial loss to any person or other entity, whomsoever or whatsoever, or any actual or alleged loss, damage, or destruction of property of every class and description owned by or in the possession of any person or other entity, whomsoever or whatsoever, in any manner and however arising out of or attributed to the products manufactured best of its knowledge after due inquiry, that the results of all clinical studies provided to Licenses are complete and marketed by other Licensor licensees that may reflect on Licensee as a licensee of Licensor. Licensor warrants to Licensee that Licensor, as of the Effective Date, has no effective license agreement with any other party within the Territory pertaining to Licensed Products bearing the Licensor M▇▇▇(s). Licensor further warrants it has full authority to enter into this Agreement and has full legal authority to grant licenses in Licensor M▇▇▇(s) to Licenseeaccurate.

Licensors Obligations. Licensor(a) At Licensee’s request, Licensor shall, at its sole expense, shall defend provide to Licensee any third party claim brought against Licensee information in Licensor's possession or control as to the extent it contents of the Compound or any other information in Licensor's possession or control required by any governmental authorities in any Territory. Licensor shall provide documentation and other information reasonably requested by Licensee in support of Licensee’s application, if any, for USP certification of the Products. Licensee shall be solely responsible for any USP certification application, including the information contained in such application. (b) Licensor shall be responsible for the proper and lawful acquisition, maintenance, storage and handling of the ingredients and components of the Compound and all Compound-related inventory while in Licensor's possession and control. (c) Licensor shall manufacture or have manufactured, package, label, supply and deliver the Compound in accordance with the highest standards of the nutritional supplement industry and in strict compliance with (i) all applicable regulatory requirements, and (ii) Licensee’s current “Supplier Shipping & Compliance Guide,” a copy of which is based attached as Schedule G. Licensor shall deliver to Licensee all documentation necessary to adequately document the safety, quality and quantity of all ingredients contained therein and the efficacy of the Compound. Such documentation shall also include, without limitation, a Certificate of Analysis which provides qualitative and quantitative confirmation of the active ingredient content of the Compound and the accompanying laboratory results for each and every lot of the Compound. Licensee may rely on the content of the Certificate of Analysis for any purposes. Failure to provide Compound of suitable quality conforming to the Compound’s Specifications or documentation set forth in this Section 8 in support thereof shall be grounds for rejection of the Compound by the Licensee and a claim that material breach of this Agreement which, if not cured within sixty (60) days, shall provide Licensee with the Licensor Marks, when used as provided for by right to terminate this Agreement, infringes any Trademark . The Property shall not infringe upon or misappropriate the intellectual property or other rights of any third party. (d) Licensor shall materially comply with applicable laws, regulations, rules and orders applicable in the United States, including, without limitation, those of the U.S. Federal Food and Drug Administration (the “FDA”) and those relating to the Dietary Supplements and Health Education Act of 1994, as amended. The Compound is guaranteed by Licensor to be not adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, and not an article which may not, under such Act, be introduced into interstate commerce. The Compound shall be merchantable and fit for the intended use by Licensee and the purchasers of the Products. Licensor shall pay promptly notify Licensee if any award against audit is conducted by the FDA while any of the Compound is being manufactured. If the FDA pulls a sample of a lot of the Compound, Licensor shall immediately send a matching sample to Licensee. Licensor shall promptly notify Licensee of any customer or other complaints, governmental inquiries, quality issues or settlement entered into on product liability issues relating to the Compound or any of its components. (e) Licensor shall use its best efforts to (i) at Licensee’s behalfwritten request, based challenge on such infringement, but only if Licensee notifies the basis of prior art a third party patent application that seeks to patent the Compound in Territories where Costco operates and Licensor promptly does not hold a patent; and (ii) prosecute all pending patent applications with the appropriate governmental authorities in writing the Territories in order to obtain the issuance of the claim, provides Patent registrations contemplated hereunder. (f) Licensor shall use reasonable assistance commercial efforts to promptly provide Licensee the results of any clinical studies relating to the Compound in connection with Licensor's possession or control. (g) Licensor represents and warrants that it has provided to Licensee all results of each clinical study in Licensor's possession or control performed by or at the defense and settlement thereofrequest of Licensor on the Compound to date, and permits Licensor to control the defense and settlement thereof. Licensor will that such results have no liability to the extent the alleged infringement is caused by not been changed, summarized or altered in any unauthorized use by Licensee of the Licensor Marksway. Licensor further agrees it shall be solely liable for represents and against any and all claimswarrants that, demands, damage, liability, actions, causes of action, loss, cost, and expense of any nature whatsoever (including without limitation, investigation costs and expenses, accountant's fees and expenses, and attorneys' fees and expenses incident thereto) by reason of any actual or alleged injury, including death of any person whomsoever, any actual or alleged financial loss to any person or other entity, whomsoever or whatsoever, or any actual or alleged loss, damage, or destruction of property of every class and description owned by or in the possession of any person or other entity, whomsoever or whatsoever, in any manner and however arising out of or attributed to the products manufactured best of its knowledge after due inquiry, that the results of all clinical studies provided to Licenses are complete and marketed by other Licensor licensees that may reflect on Licensee as a licensee of Licensor. Licensor warrants to Licensee that Licensor, as of the Effective Date, has no effective license agreement with any other party within the Territory pertaining to Licensed Products bearing the Licensor M▇▇▇(s). Licensor further warrants it has full authority to enter into this Agreement and has full legal authority to grant licenses in Licensor M▇▇▇(s) to Licenseeaccurate.

Licensors Obligations. ​ (a) Licensor shall provide to Licensee a copy of Licensor’ s detailed SOPs and all other Licensed IP for any and all aspects of production, manufacture, & quality assurance, for the Licensed Products. ​ (b) Licensor shall provide to Licensee at its expenseno costs any and all Intellectual Property related to the Licensed Products and their packaging, shall defend any third party claim brought against labeling, and advertising as is reasonably necessary to allow Licensee to produce, package, advertise and/or sell the extent it is based Licensed Products in accordance with Licensee’s obligations under this Agreement and Applicable Law. (c) Licensor shall print and provide Licensee with all Point-of-Sale displays, with such displays to be reviewed and approved by Licensee for compliance with Applicable Law. ​ (d) Licensor shall provide to Licensee a list of (i) required equipment for the production and packaging of the Licensed Products (“Required Equipment”); (ii) requirements for the safety, use and operation of Required Equipment; and (iii) all required raw material. (e) Licensor shall provide to Licensee a floor plan and facility layout specific to the processing and manufacturing premises. ​ (f) Prior to the commencement of any production of the Licensed Products and as may be required by change in Applicable Law, Licensor shall design the packaging for the Licensed Products and submit packaging designs to Licensee. Licensee shall review such designs to determine such packaging complies with Applicable Law. Upon approval of the final design by both Parties, Licensee shall thereafter inform Licensor of any change to Applicable Law affecting the packaging, within thirty (30) days of the implementation of said change, as well as recommend changes to the existing packaging to conform to and comply with Applicable Law. ​ (g) Where state law allows, Licensor may dedicate a mutually agreed-upon number of ▇▇▇▇ ▇▇▇▇▇▇ brand ambassadors to the Territory. ​ (h) Where state law allows, Licensor agrees to share in the cost of promotional discounts offered by licensed retail establishments to customers, on a claim that pro rata basis proportionate to the revenue share percentages described in Exhibit B. (i) Upon approval of such budget by Licensor’ s management team, Licensor Marks, when used as provided shall provide Licensee with an annual sales and marketing budget for by this Agreement, infringes any Trademark of any third partythe Territory. Licensor shall pay any award against Licensee, or settlement entered into on Licensee’s behalfalso provide a mid-year reforecast of the sales and marketing budget for the Territory, based on such infringement, but only if Licensee notifies Licensor promptly in writing of the claim, provides reasonable assistance in connection with the defense upon year-to-date sales performance and settlement thereof, and permits Licensor to control the defense and settlement thereofmarket conditions. Licensor will have no liability to the extent the alleged infringement is caused by any unauthorized use by Licensee of the Licensor Marks. Licensor further agrees it shall be solely liable for and against any and all claims, demands, damage, liability, actions, causes of action, loss, cost, and expense of any nature whatsoever (including without limitation, investigation costs and expenses, accountant's fees and expenses, and attorneys' fees and expenses incident thereto) by reason of any actual or alleged injury, including death of any person whomsoever, any actual or alleged financial loss Prior to any person or other entityfinalization of such budget, whomsoever or whatsoever, or any actual or alleged loss, damage, or destruction Licensor shall first receive approval from the Licensee on the amount and use of property of every class spend. (j) Licensor shall have final approval on all marketing materials and description owned by or in the possession of any person or other entity, whomsoever or whatsoever, in any manner and however arising out of or attributed press releases prior to the products manufactured and marketed by other Licensor licensees that may reflect on Licensee as a licensee of Licensorrelease. Licensor warrants to Licensee that Licensor, as of the Effective Date, has no effective license agreement with any other party within the Territory pertaining to Licensed Products bearing the Licensor M▇▇▇(s). Licensor further warrants it has full authority to enter into this Agreement and has full legal authority to grant licenses in Licensor M▇▇▇(s) to Licensee​

Licensors Obligations. LicensorExcept where expressly permitted by Article 28 (3a) of the GDPR, at its expenseLicensor shall process data subjects’ Data only within the scope of the statement of work and the instructions issued by Licensee. Where Licensor believes that an instruction would be in breach of applicable law, Licensor shall defend any third party claim brought against notify Licensee to the extent it is based on a claim that the Licensor Marks, when used as provided for by this Agreement, infringes any Trademark of any third partysuch belief without undue delay. Licensor shall pay any award against be entitled to suspending performance on such instruction until Licensee confirms or modifies such instruction. Licensor shall, within Licensor’s scope of responsibility, organize Licensor’s internal organization so it satisfies the specific requirements of data protection. Licensor shall implement technical and organizational measures to ensure the adequate protection of Licensee’s Data, which measures shall fulfil the requirements of the GDPR and specifically its Article 32. Licensor shall implement technical and organizational measures and safeguards that ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services. Licensee is familiar with these technical and organizational measures, and it shall be Licensee’s responsibility that such measures ensure a level of security appropriate to the risk. Licensor shall support Licensee, or settlement entered into on insofar as is agreed upon by the parties, and where possible for Licensor, in fulfilling data subjects’ requests and claims, as detailed in chapter III of the GDPR and in fulfilling the obligations enumerated in Articles 33 to 36 of the GDPR. Licensor warrants that all employees involved in Contract Processing of Licensee’s behalf, based on Data and other such infringement, but only if Licensee notifies Licensor promptly persons as may be involved in writing Contract Processing within Licensor’s scope of responsibility shall be prohibited from processing Data outside the scope of the claiminstructions. Furthermore, provides reasonable assistance Licensor warrants that any person entitled to process Data on behalf of Controller has undertaken a commitment to secrecy or is subject to an appropriate statutory obligation to secrecy. All such secrecy obligations shall survive the termination or expiration of such Contract Processing. Licensor shall notify Licensee, without undue delay, if Licensor becomes aware of breaches of the protection of personal data within Licensor’s scope of responsibility. Licensor shall implement the measures necessary for securing Data and for mitigating potential negative consequences for the data subject; the Licensor shall coordinate such efforts with Licensee without undue delay. Licensor shall notify to Licensee the point of contact for any issues related to data protection arising out of or in connection with the defense and settlement thereof, and permits Licensor to control the defense and settlement thereof. Licensor will have no liability to the extent the alleged infringement is caused by any unauthorized use by Licensee of the Licensor Marks. Licensor further agrees it shall be solely liable for and against any and all claims, demands, damage, liability, actions, causes of action, loss, cost, and expense of any nature whatsoever (including without limitation, investigation costs and expenses, accountant's fees and expenses, and attorneys' fees and expenses incident thereto) by reason of any actual or alleged injury, including death of any person whomsoever, any actual or alleged financial loss to any person or other entity, whomsoever or whatsoever, or any actual or alleged loss, damage, or destruction of property of every class and description owned by or in the possession of any person or other entity, whomsoever or whatsoever, in any manner and however arising out of or attributed to the products manufactured and marketed by other Licensor licensees that may reflect on Licensee as a licensee of LicensorAgreement. Licensor warrants that Licensor fulfills its obligations under Article 32 (1)(d) of the GDPR to implement a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing. Licensor shall correct or erase Data if so instructed by Licensee and where covered by the scope of the instructions permissible. Where an erasure, consistent with data protection requirements, or a corresponding restriction of processing is impossible, Licensor shall, based on Licensee’s instructions, and unless agreed upon differently in the Agreement, destroy, in compliance with data protection requirements, all carrier media and other material or return the same to Licensee that LicensorIn specific cases designated by Licensee, as such Data shall be stored or handed over. The associated remuneration and protective measures shall be agreed upon separately, unless already agreed upon in the Agreement. Licensor shall, upon termination of Contract Processing and upon Licensee’s instruction, return all Data, carrier media and other materials to Licensee or delete the same. Licensee shall bear any extra cost caused by deviating requirements in returning or deleting data. Where a data subject asserts any claims against Licensee in accordance with Article 82 of the Effective DateGDPR, has no effective license agreement with any other party within the Territory pertaining to Licensed Products bearing the Licensor M▇▇▇(s). Licensor further warrants it has full authority to enter into this Agreement and has full legal authority to grant licenses shall support Licensee in Licensor M▇▇▇(s) to Licenseedefending against such claims, where possible.