RESULT OF, AND FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, SUITS, ACTIONS,
OR PROCEEDINGS ACTUALLY OR ALLEGEDLY ARISING OUT OF, BASED UPON, OR RELATING TO
ANY INFRINGEMENT OR DILUTION OF ANY THIRD PARTY TRADEMARK, TRADENAME, SERVICE
MARK OR SERVICE NAME BY ANY TRADEMARK, TRADENAME, SERVICE MARK OR SERVICE NAME
PROVIDED BY THE INDEMNIFYING PARTY.
IN THE EVENT OF ANY INFRINGEMENT OR
DILUTION GIVING RISE TO A CLAIM FOR INDEMNIFICATION UNDER SECTIONS 10.02(B),
10.02(C) OR 11.01(A)(III), OR IF INFRINGEMENT OR DILUTION POTENTIALLY GIVING
RISE TO A CLAIM UNDER THIS SECTION IS, IN THE INDEMNIFYING PARTY'S OPINION,
LIKELY TO OCCUR THE INDEMNIFYING PARTY MAY, EITHER:
(I) PROCURE FOR THE OTHER
PARTY THE RIGHT TO CONTINUE USING THE TRADEMARK, TRADENAME, SERVICE MARK OR
SERVICE NAME IN QUESTION, (II) REPLACE OR MODIFY THE TRADEMARK, TRADENAME,
SERVICE MARK OR SERVICE NAME IN QUESTION WITH A NON-INFRINGING OR NON-DILUTION
ALTERNATIVE; OR (III) ORDER THE OTHER PARTY TO CEASE USE OF, AND TERMINATE THE
GRANT OF RIGHTS UNDER THIS AGREEMENT WITH RESPECT TO, THE TRADEMARK, TRADENAME,
SERVICE MARK OR SERVICE NAME IN QUESTION.
THE INDEMNIFYING PARTY WILL HAVE NO
OBLIGATION UNDER THIS SECTION FOR ANY INFRINGEMENT OR DILUTION CAUSED BY, AND
THE OTHER PARTY WILL INDEMNIFY THE INDEMNIFYING PARTY IN THE EVENT OF, USE BY
THE OTHER PARTY OF THE TRADEMARK, TRADENAME, SERVICE MARK OR SERVICE NAME IN
QUESTION:
(A) AFTER THE INDEMNIFYING PARTY HAS NOTIFIED THE OTHER PARTY TO
CEASE USE OF THAT TRADEMARK, TRADENAME, SERVICE MARK OR SERVICE NAME; (B) IN
COMBINATION WITH ANY OTHER TRADEMARK, TRADENAME, SERVICE MARK OR SERVICE NAME
NOT SUPPLIED BY THE INDEMNIFYING PARTY; OR (C) IN BREACH OF THIS AGREEMENT.
THIS SECTION 11.01(C) STATES EACH PARTY'S ENTIRE LIABILITY AND SOLE AND
EXCLUSIVE REMEDY FOR INFRINGEMENT OR DILUTION CLAIMS OR ACTIONS RELATING TO
THIRD PARTY TRADEMARKS, TRADENAMES, SERVICE MARKS OR SERVICE NAMES IN CONNECTION
WITH THIS AGREEMENT.
SECTION 11.02
DEFENSE OF ACTION.
AN INDEMNITOR UNDER THIS ARTICLE SHALL
HAVE THE RIGHT TO CONTROL THE DEFENSE AND SETTLEMENT OF ANY AND ALL CLAIMS,
SUITS, PROCEEDINGS, AND ACTIONS FOR WHICH SUCH INDEMNITOR IS OBLIGATED TO
INDEMNIFY, HOLD HARMLESS, AND DEFEND HEREUNDER, BUT THE INDEMNITEE SHALL HAVE
THE RIGHT TO PARTICIPATE IN SUCH CLAIMS, SUITS, PROCEEDINGS, AND ACTIONS AT ITS
OWN COST AND EXPENSE.
AN INDEMNITOR SHALL HAVE NO LIABILITY UNDER THIS
ARTICLE 11 UNLESS THE INDEMNITEE GIVES NOTICE OF SUCH CLAIM TO THE INDEMNITOR
PROMPTLY AFTER THE INDEMNITEE LEARNS OF SUCH CLAIM SO AS TO NOT PREJUDICE THE
INDEMNITOR.
UNDER NO CIRCUMSTANCE SHALL EITHER PARTY HERETO SETTLE OR
COMPROMISE OR CONSENT TO THE ENTRY OF ANY JUDGMENT WITH RESPECT TO ANY CLAIM,
SUIT, PROCEEDING, OR ACTION THAT IS THE SUBJECT OF INDEMNIFICATION HEREUNDER
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, EXCEPT FOR SETTLEMENT
INVOLVING ONLY MONETARY PAYMENT BY THE INDEMNITOR OR NO COMMITMENT OR ADMISSION
BY THE INDEMNITEE, WHICH CONSENT SHALL NOT BE WITHHELD OR DELAYED UNREASONABLY.
ARTICLE 12
ADDITIONAL RIGHTS AND OBLIGATIONS
SECTION 12.01
ASSISTANCE.
EACH PARTY, UPON THE REQUEST OF THE OTHER,
SHALL PERFORM ANY AND ALL