Common use of Additional Remedy Clause in Contracts

Additional Remedy. If Confidential Information becomes the subject of an infringement claim under this Section 7.1, or in the indemnitor’s opinion is likely to become the subject of such a claim, then, in addition to defending the claim and paying any damages and attorneys’ fees as required above in this Section 7.1, the indemnitor may, at its option and in its sole discretion, (A) replace or modify the Confidential Information to make it noninfringing or cure any claimed misuse of another’s trade secret or (B) procure for the indemnitee the right to continue using the Confidential Information pursuant to this Agreement. Any costs associated with implementing either of the above alternatives will be borne by the indemnitor but will be subject to Section 6 of this Agreement. If neither alternative is pursued by, or (if pursued) available to, the indemnitor, (x) the indemnitee will return such Confidential Information to the indemnitor and (y) if requested by the indemnitee in good faith, the parties will negotiate, but subject to Section 6 of this Agreement, to reach a written agreement on what, if any, monetary damages (in addition to the indemnitor’s obligation to defend the claim and pay any damages and attorneys’ fees as required above in this Section 7.1) are reasonably owed by the indemnitor to the indemnitee as a result of the indemnitee no longer having use of such Confidential Information. The payment of any such monetary damages will be the indemnitee’s sole and exclusive remedy for the inability of the indemnitor to implement either of the above alternatives.

Additional Remedy. If Confidential Information software or confidential information becomes the subject of an infringement claim under this Section 7.1G-2, or in the indemnitor’s 's opinion is likely to become the subject of such a claim, then, in addition to defending the claim and paying any damages and attorneys’ ' fees as required above in this Section 7.1G-2, the indemnitor may, at its option and in its sole discretion, (A) replace or modify the Confidential Information software or confidential information to make it noninfringing or cure any claimed misuse of another’s 's trade secret or (B) procure for the indemnitee the right to continue using the Confidential Information software or confidential information pursuant to this Agreement. Any costs associated with implementing either of the above alternatives will be borne by the indemnitor but will be subject to Section 6 13 of this Agreement. If neither alternative is pursued by, or (if pursued) is available to, the indemnitor, (x) the indemnitee will return such Confidential Information software or confidential information to the indemnitor and (y) if requested by the indemnitee in good faith, the parties will negotiate, pursuant to Section 10 of this Agreement but subject to Section 6 13 of this Agreement, to reach a written agreement on what, if any, monetary damages (in addition to the indemnitor’s 's obligation to defend the claim and pay any damages and attorneys’ ' fees as required above in this Section 7.1G-2) are reasonably owed by the indemnitor to the indemnitee as a result of the indemnitee no longer having use of such Confidential Informationsoftware or confidential information. The payment of any such monetary damages will be the indemnitee’s 's sole and exclusive remedy for the inability of the indemnitor to implement either of the above alternatives.

Additional Remedy. If Confidential Information becomes become the subject of an infringement claim under this Section 7.1, or in the indemnitor’s 's opinion is likely to become the subject of such a claim, then, in addition to defending the claim and paying any damages and attorneys’ ' fees as required above in this Section 7.1, the indemnitor may, at its option and in its sole discretion, (A) replace or modify the Confidential Information to make it noninfringing non-infringing or cure any claimed misuse of another’s 's trade secret or (B) procure for the indemnitee the right to continue using the Confidential Information pursuant to this Agreement. Agreement Any costs associated with implementing either of the above alternatives will be borne by the indemnitor but will be subject to Section 6 of this Agreementindemnitor. If neither alternative is pursued by, or (if pursued) available to, the indemnitor, (x) the indemnitee will return such Confidential Information to the indemnitor and (y) if requested by the indemnitee in good faith, the parties will negotiate, but subject to Section 6 of this Agreement, negotiate to reach a written agreement on what, if any, monetary damages (in addition to the indemnitor’s 's obligation to defend the claim and pay any damages and attorneys’ ' fees as required above in this Section 7.1) are reasonably owed by the indemnitor to the indemnitee as a result of the indemnitee no longer having use of such Confidential Information. The payment of any such monetary damages will be the indemnitee’s 's sole and exclusive remedy for the inability of the indemnitor to implement either of the above alternatives.

Additional Remedy. If Confidential Information software or confidential information becomes the subject of an infringement a claim under this Section 7.112.1(c), or in the indemnitor’s opinion is likely to become the subject of such a claim, then, in addition to defending the claim and paying any damages and attorneys’ fees as required above in this Section 7.112.1(c), the indemnitor may, at its option and in its sole discretion, (A) replace or modify the Confidential Information software or confidential information to make it noninfringing or cure any claimed misuse of another’s trade secret or (B) procure for the indemnitee the right to continue using the Confidential Information software or confidential information pursuant to this Agreement. Any costs associated with implementing either of the above alternatives will be borne by the indemnitor but will be subject to Section 6 of this Agreement12.2. If neither alternative is pursued by, or (if pursued) available to, the indemnitor, (x) the indemnitee will return such Confidential Information software or confidential information to the indemnitor and (y) if requested by the indemnitee in good faith, the parties Parties will negotiate, pursuant to Article X but subject to Section 6 of this Agreement12.2, to reach a written agreement on what, if any, monetary damages (in addition to the indemnitor’s obligation to defend the claim and pay any damages and attorneys’ fees as required above in this Section 7.112.1(c)) are reasonably owed by the indemnitor to the indemnitee as a result of the indemnitee no longer having use of such Confidential Informationsoftware or confidential information. The payment of any such monetary damages will be the indemnitee’s sole and exclusive remedy for the inability of the indemnitor to implement either of the above alternatives.

Additional Remedy. If Confidential Information software or confidential information becomes the subject of an infringement claim under this Section 7.1D-3, or in the indemnitor’s opinion is likely to become the subject of such a claim, then, in addition to defending the claim and paying any damages and attorneys’ fees as required above in this Section 7.1D-3, the indemnitor may, at its option and in its sole discretion, (A) replace or modify the Confidential Information software or confidential information to make it noninfringing or cure any claimed misuse of another’s trade secret or (B) procure for the indemnitee the right to continue using the Confidential Information software or confidential information pursuant to this Agreement. Any costs associated with implementing either of the above alternatives will be borne by the indemnitor but will be subject to Section 6 13 of this Agreement. If neither alternative is pursued by, or (if pursued) available to, the indemnitor, (x) the indemnitee will return such Confidential Information software or confidential information to the indemnitor and (y) if requested by the indemnitee in good faith, the parties Parties will negotiate, pursuant to Section 10 of this Agreement but subject to Section 6 13 of this Agreement, to reach a written agreement on what, if any, monetary damages (in addition to the indemnitor’s obligation to defend the claim and pay any damages and attorneys’ fees as required above in this Section 7.1D-3) are reasonably owed by the indemnitor to the indemnitee as a result of the indemnitee no longer having use of such Confidential Informationsoftware or confidential information. The payment of any such monetary damages will be the indemnitee’s sole and exclusive remedy for the inability of the indemnitor to implement either of the above alternatives.