Common use of Notice and Control Clause in Contracts

Notice and Control. If either Party becomes aware of a patent assigned to a Third Party that includes one or more claims which could potentially be infringed by activities conducted by either Party under this Agreement, it will immediately inform the other Party, and representatives of AVI and Ercole will meet to discuss whether any action is warranted and, if so, possible courses of action. If the Third Party patent claim relates primarily to AVI technology, AVI will take the lead in any negotiations or legal actions with the Third Party, taking into consideration suggestions made by Ercole and Ercole’s counsel, and AVI shall have final say in any settlement or business arrangement with the Third Party. If the Third Party patent claim relates primarily to Ercole technology, Ercole will take the lead in any negotiations or legal actions with the Third Party, taking into consideration suggestions made by AVI and AVI’s counsel, and Ercole shall have final say in any settlement or business arrangement with the Third Party. Each party will be responsible for its own legal expenses related to such actions.

Notice and Control. If either Party party becomes aware of a patent assigned to a Third Party third party that includes one or more claims which could potentially be infringed by activities conducted by either Party party under this Agreement, it will immediately inform the other Partyparty, and representatives of AVI and Ercole will meet to discuss whether any action is warranted and, if so, possible courses of action. If the Third Party third party patent claim relates primarily to AVI technology, AVI will take the lead in any negotiations or legal actions with the Third Partythird party, taking into consideration suggestions made by Ercole and Ercole’s counsel, and AVI shall have final say in any settlement or business arrangement with the Third Partythird party. If the Third Party third party patent claim relates primarily to Ercole technology, Ercole will take the lead in any negotiations or legal actions with the Third Partythird party, taking into consideration suggestions made by AVI and AVI’s counsel, and Ercole shall have final say in any settlement or business arrangement with the Third Partythird party. Each party will be responsible for its own legal expenses related to such actions.