Common use of Additional Infringement Remedies Clause in Contracts

Additional Infringement Remedies. In the event that any Services performed or Deliverable supplied by or through HWML in connection with this Agreement or any HWML Materials becomes, or in HWML’s reasonable opinion, is likely to become, the subject of a Claim of infringement, or if Broker is prevented from using the Services, the Work Product or the HWML Materials by reason of a Claim of infringement, HWML shall make commercially reasonable efforts, at HWML’s expense, to (i) modify the applicable component of the Services, Work Product or HWML Materials so that there is no longer any infringement, provided that the modification does not adversely affect the functionality or performance capabilities of the Work Product, Services or HWML Materials; (ii) procure for Broker Indemnitees the right to continue using the infringing component of the Work Product, Services or HWML Materials on terms not less favorable than those provided in this Agreement; or (iii) replace the infringing Services, Work Product or HWML Materials with functionally equivalent non-infringing Services, Work Product or HWML Materials that satisfy the warranties and covenants herein. In the event that the foregoing are not reasonably feasible within ninety (90) days after Broker is advised by HWML to cease using the allegedly infringing Deliverable, Service or HWML Materials, then either Party may terminate the Agreement and HWML shall refund all unused fees directly attributable to the infringing Services, Work Product or HWML Materials previously paid by Broker, including any unused prepayments received by HWML for Services or Work Product not provided as a result termination under this Section or as a result of Broker being advised to cease using the Services or Work Product as set out herein, as liquidated settlement of any liability other than the foregoing obligation of indemnification.

Additional Infringement Remedies. In the event that any Services performed or Deliverable supplied by or through HWML in connection with this Agreement or any HWML Materials becomes, or in HWML’s reasonable opinion, is likely to become, the subject of a Claim of infringement, or if Broker is prevented from using the Services, the Work Product or the HWML Materials by reason of a Claim of infringement, HWML shall make commercially reasonable efforts, at HWML’s expense, to (i) modify the applicable component of the Services, Work Product or HWML Materials so that there is no longer any infringement, provided that the modification does not adversely affect the functionality or performance capabilities of the Work Product, Services or HWML Materials; (ii) procure for Broker Indemnitees the right to continue using the infringing component of the Work Product, Services or HWML Materials on terms not less favorable than those provided in this Agreement; or (iii) replace the infringing Services, Work Product or HWML Materials with functionally equivalent non-non- infringing Services, Work Product or HWML Materials that satisfy the warranties and covenants herein. In the event that the foregoing are not reasonably feasible within ninety (90) days after Broker is advised by HWML to cease using the allegedly infringing Deliverable, Service or HWML Materials, then either Party may terminate the Agreement and HWML shall refund all unused fees directly attributable to the infringing Services, Work Product or HWML Materials previously paid by Broker, including any unused prepayments received by HWML for Services or Work Product not provided as a result termination under this Section or as a result of Broker being advised to cease using the Services or Work Product as set out herein, as liquidated settlement of any liability other than the foregoing obligation of indemnification.