Documentation Contract Clauses (101)

Documentation. (a) a. Recordation of Agreement. As soon as is reasonably possible following a request from the Licensee, Licensee and Assignee, the Licensor shall provide the Licensor with a complete copy of all documentation (in any format) relating to the Marks for the Licensee's Licensee and Assignee's own use, that is necessary to meet record-keeping requirements of the Licensee, Licensee and Assignee, or to allow the Licensee and Assignee to exercise its rights granted under this Agreement. (b) agreement. b. Licensee Assistance in Maintaining Marks. On request, the Licensee and or Assignee shall provide the Licensor or its authorized representatives with information about its use of the Marks which the Licensor may reasonably require and will render any (nonmonetary) (non monetary) assistance reasonably required by the Licensor to maintain the applications, registrations, and common law rights of the Marks. 6 14.INDEMNIFICATION. If any of the Marks infringe on any United States trademark or trade secret of a third party not affiliated with the Licensee, Licensee and or Assignee, the Licensor shall indemnify the Licensee against that claim (up to the aggregate amount of Royalty Payments paid to Licensor under this Agreement (the "Indemnity Cap"), claim, if all of the following are true: (a) a. the Licensee and or Assignee promptly gives notice of the claim to the Licensor, but no later than 5 business days after Licensee becomes aware any claim; (b) Licensor; b. the Licensor controls the defense and settlement of the claim; (c) c. the Licensee and Assignee fully cooperates cooperate with the Licensor in connection with its defense and settlement of the claim; and (d) d. the Licensee and or Assignee stops all sales, distribution, and public use of or relating to the infringing Marks, if requested by the Licensor. The Licensor will have no other obligations or liability if infringement occurs occurs, and will have no other obligation of indemnification relating to infringement. The Licensor will not be liable for any costs or expenses incurred without its prior written authorization and will have no obligation of indemnification or any liability if the infringement is based on (i) any modified form of the Marks not made by the Licensor or (ii) the laws of any country other than the United States or its states or (iii) any amounts in excess of the Indemnity Cap. states. Licensee and Assignee shall hold Licensor and its respective affiliates, as well as their respective managers, officers, directors, members, shareholders, owners, employees, agents and affiliates, and their respective successors and assigns (collectively, including Licensor, the "Licensor Group"), harmless from and shall indemnify each of them against any losses, liabilities, damages and expenses (including interest, penalties and reasonable attorneys' fees and expenses) that any of them may incur or become obligated to pay, or for which any of them may become liable to pay in any action, claim or proceeding against or investigation or inquiry of any of them (whether by a governmental agency or commission or otherwise), by reason of any representation or warranty on the part of Licensee and or Assignee being untrue in any material respect or by reason of any acts, whether of omission or commission, by Licensee or any of Licensee's Licensee and or Assignee's suppliers or any of their respective affiliates, agents or employees arising out of or related to this Agreement or any supplier agreement or any prospective agreement with a supplier, including those arising out of or related to the use or the manufacture, advertising, marketing, distribution or sale of any Articles, whether or not grounded in products liability or breach of warranty (as to performance characteristics or otherwise). In addition, Licensee and Assignee's indemnification obligation also shall cover expenses incurred by Licensor or any of its affiliates for any public relations and related campaigns undertaken by Licensor or any of its affiliates to help restore the image and the goodwill of Licensor and its affiliates, the Marks following any negative publicity, including on account of a recall of any Articles, arising directly or indirectly from or by reason or as a result of any action, claim or proceeding against Licensee and or Assignee, any supplier, or any of their respective affiliates, agents or employees or any investigation or inquiry of any of them (whether by a governmental agency or commission or otherwise). The provisions of and Licensee's obligations under this paragraph shall survive the termination of this Agreement. View More