Common use of Distribution Remedy Clause in Contracts

Distribution Remedy. 11.5.1 If any Google Application or Google Trademark furnished under this Agreement: (i) is held to constitute an infringement and its use enjoined; or (ii) in Google’s good faith opinion or, in the case of a Google Trademark, in Motorola’s good faith opinion, is likely to become the subject of a claim of intellectual property infringement then Google or Motorola, as the case may be, shall provide written notice indicating the affected or potentially affected Google Application, or Google Trademark to the other party, and, at Google’s own expense and option (as relates to options (a) and (b) below), Google may: (a) procure for Motorola the right to continue using the affected or potentially affected Google Application or Google Trademark; (b) replace or modify the affected or potentially affected Google Application or Google Trademark with a functional, non-infringing, substantially equivalent version, where the parties agree that this indemnity will extend to any such replacement or modified version; or (c) terminate the affected license(s) granted under this Agreement only for those jurisdictions where the use of the affected or potentially affected Google Application or Google Trademark constitutes or allegedly constitutes an infringement. Notwithstanding anything to the contrary, Company shall not be entitled to receive any payments related to revenue share from Google upon termination of the affected licenses pursuant to Section 11.5.1(c) . 11.5.2 If option (b) or (c) above in Section 11.5.1 are chosen, Motorola will discontinue, as soon as is practicable but no later than [***] after Motorola’s receipt of Google’s notice, the manufacture of affected Devices containing the affected or potentially affected Google Application or Google Trademark, and any distribution of the affected or potentially affected Google Application or Google Trademark for such jurisdiction(s). [***] have passed from Motorola’s distribution pipeline during the [***] distribution pipeline [***] For purposes of clarity, all affected Devices which For Devices and Google Applications in Motorola’s 11.5.3 Any continued distribution of any affected Device containing the affected or potentially affected Google Application or Google Trademark by Motorola [***] for any such continued Motorola use and/or distribution. [***] 11.5.4 Nothing in Section 11.5 shall affect or diminish either party’s rights under the indemnity provisions of Section 11.1 and 11.2.

Distribution Remedy. 11.5.1 If any Google Application or Google Trademark furnished under this Agreement: (i) is held to constitute an infringement and its use enjoined; or (ii) in Google’s good faith opinion or, in the case of a Google Trademark, in Motorola’s good faith opinion, is likely to become the subject of a claim of intellectual property infringement then Google or Motorola, as the case may be, shall provide written notice indicating the affected or potentially affected Google Application, or Google Trademark to the other party, and, at Google’s own expense and option (as relates to options (a) and (b) below), Google may: (a) procure for Motorola the right to continue using the affected or potentially affected Google Application or Google Trademark; (b) replace or modify the affected or potentially affected Google Application or Google Trademark with a functional, non-infringing, substantially equivalent version, where the parties agree that this indemnity will extend to any such replacement or modified version; or (c) terminate the affected license(s) granted under this Agreement only for those jurisdictions where the use of the affected or potentially affected Google Application or Google Trademark constitutes or allegedly constitutes an infringement. Notwithstanding anything to the contrary, Company shall not be entitled to receive any payments related to revenue share from Google upon termination of the affected licenses pursuant to Section 11.5.1(c) . 11.5.2 If option (b) or (c) above in Section 11.5.1 are chosen, Motorola will discontinue, as soon as is practicable but no later than [***] after Motorola’s receipt of Google’s notice, the manufacture of affected Devices containing the (Revd. 3/09) Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “[***]”. affected or potentially affected Google Application or Google Trademark, and any distribution of the affected or potentially affected Google Application or Google Trademark for such jurisdiction(s). [***] For purposes of clarity, all affected Devices which have passed from Motorola’s distribution pipeline during the [***] distribution pipeline [***] For purposes of clarity, all affected Devices which For Devices and Google Applications in Motorola’s’s distribution pipeline [***] 11.5.3 Any continued distribution of any affected Device containing the affected or potentially affected Google Application or Google Trademark by Motorola [***] for any such continued Motorola use and/or distribution. [***] 11.5.4 Nothing in Section 11.5 shall affect or diminish either party’s rights under the indemnity provisions of Section 11.1 and 11.2.

Distribution Remedy. 11.5.1 If any Google Application or Google Trademark furnished under this Agreement: (i) is held to constitute an infringement and its use enjoined; or (ii) in Google’s good faith opinion or, in the case of a Google Trademark, in Motorola’s good faith opinion, is likely to become the subject of a claim of intellectual property infringement then Google or Motorola, as the case may be, shall provide written notice indicating the affected or potentially affected Google Application, or Google Trademark to the other party, and, at Google’s own expense and option (as relates to options (a) and (b) below), Google may: (a) procure for Motorola the right to continue using the affected or potentially affected Google Application or Google Trademark; (b) replace or modify the affected or potentially affected Google Application or Google Trademark with a functional, non-infringing, substantially equivalent version, where the parties agree that this indemnity will extend to any such replacement or modified version; or (c) terminate the affected license(s) granted under this Agreement only for those jurisdictions where the use of the affected or potentially affected Google Application or Google Trademark constitutes or allegedly constitutes an infringement. Notwithstanding anything to the contrary, Company shall not be entitled to receive any payments related to revenue share from Google upon termination of the affected licenses pursuant to Section 11.5.1(c) . 11.5.2 If option (b) or (c) above in Section 11.5.1 are chosen, Motorola will discontinue, as soon as is practicable but no later than [***] after Motorola’s receipt of Google’s notice, the manufacture of affected Devices containing the affected or potentially affected Google Application or Google Trademark, and any distribution of the affected or potentially affected Google Application or Google Trademark for such jurisdiction(s). [***] For purposes of clarity, all affected Devices which have passed from Motorola’s distribution pipeline during the [***] distribution pipeline [***] For purposes of clarity, all affected Devices which For Devices and Google Applications in Motorola’s’s distribution pipeline [***] 11.5.3 Any continued distribution of any affected Device containing the affected or potentially affected Google Application or Google Trademark by Motorola [***] for any such continued Motorola use and/or distribution. [***] 11.5.4 Nothing in Section 11.5 shall affect or diminish either party’s rights under the indemnity provisions of Section 11.1 and 11.2.

Distribution Remedy. 11.5.1 If any Google Application or Google Trademark furnished under this Agreement: (i) is held to constitute an infringement and its use enjoined; or (ii) in Google’s good faith opinion or, in the case of a Google Trademark, in Motorola’s good faith opinion, is likely to become the subject of a claim of intellectual property infringement [***] then Google or Motorola, as the case may be[***] , shall provide written notice indicating the affected or potentially affected Google Application, or Google Trademark to the other party[***] , and, at Google’s own expense and option (as relates to options (a) and (b) below), Google may: (a) procure for Motorola the right to continue using the affected or potentially affected Google Application or Google Trademark; (b) replace or modify the affected or potentially affected Google Application or Google Trademark with a functional, non-infringing, substantially equivalent version, where the parties agree that this indemnity will extend to any such replacement or modified version[***] ; or (c) terminate the affected license(s) granted under this Agreement only for those jurisdictions where the use of the affected or potentially affected Google Application or Google Trademark constitutes or allegedly constitutes an infringement[***] . Notwithstanding anything to the contrary, Company shall not be entitled to receive any payments related to revenue share from Google upon termination of the affected licenses pursuant to Section 11.5.1(c) . 11.5.2 If option (b) or (c) above in Section 11.5.1 are chosen, Motorola will discontinue, as soon as is practicable but no later than [***] after Motorola’s receipt of Google’s notice, the manufacture of affected Devices containing the affected or potentially affected Google Application or Google Trademark, and any distribution of the affected or potentially affected Google Application or Google Trademark for such jurisdiction(s). [***] For purposes of clarity, all affected Devices which have passed from Motorola’s distribution pipeline during the [***] distribution pipeline [***] For purposes of clarity, all affected Devices which For Devices and Google Applications in Motorola’s’s distribution pipeline [***] 11.5.3 Any continued distribution of any affected Device containing the affected or potentially affected Google Application or Google Trademark by Motorola [***] for any such continued Motorola use and/or distribution. [***] 11.5.4 Nothing in Section 11.5 shall affect or diminish either party’s rights under the indemnity provisions of Section 11.1 and 11.2.