Common use of Infringement Remedies Clause in Contracts

Infringement Remedies. (a) The remedies set forth in this Section Error! Reference source not found. are in addition to, and not in lieu of, all other remedies that may be available to the State under this Contract or otherwise, including the State’s right to be indemnified for such actions. (b) If any Software or any component thereof, other than State Materials, is found to be infringing as set forth in Section 18.1, or if any use of any Software or any component thereof is enjoined, threatened to be enjoined or otherwise the subject of an infringement claim, Contractor must, at Contractor’s sole cost and expense: (i) procure for the State the right to continue to use such Software or component thereof to the full extent contemplated by this Contract and applicable Statement of Work; or (ii) modify or replace the materials that infringe as set forth in Section 18.1 or are alleged to infringe (“Allegedly Infringing Materials”) to make the Software and all of its components non-infringing while providing fully equivalent features and functionality. (c) If neither of the foregoing is possible notwithstanding Contractor’s commercially reasonable efforts, then Contractor may direct the State to cease any use of any materials that have been enjoined or finally adjudicated as infringing, provided that Contractor will refund to the State all amounts paid by the State in respect of such Allegedly Infringing Materials and any other aspects of the Aggregate Software provided under the Statement of Work for the Allegedly Infringing Materials that the State cannot reasonably use as intended under this Contract or applicable Statement of Work. . (d) If Contractor directs the State to cease using any Software under Section Error! Reference source not found., the State may terminate this Contract or applicable Statement of Work for cause under Section 15.1. (e) Contractor will have no liability for any claim of infringement arising solely from: (i) Use of the Software for other than its intended use, as reflected in the Statement of Work or Documentation; (ii) Contractor’s compliance with any designs, specifications, or instructions of the State; (iii) Modification of the Software by the State without the prior knowledge and approval of Contractor; or (iv) Failure to use modifications or enhancements made available at no cost to the State by Contractor, provided Contractor has given the State written notice of such modification or enhancement, and such modification or enhancement will not degrade the Software performance, unless the claim arose against the Software independently of any of the above specified actions.

Infringement Remedies. (a) The remedies set forth in this Section Error! Reference source not found. are in addition toIf the Software, and not in lieu of, all other remedies that may be available to the State under this Contract or otherwise, including the State’s right to be indemnified for such actions. (b) If any Software or any component thereof, other than State Materials, is found to be infringing as set forth in Section 18.1, or if any use of any the Software or any component thereof is enjoined, threatened to be enjoined or otherwise the subject of an infringement claim, Contractor mustVanilla Components shall, at Contractor’s its option and sole cost and expense: : either (i) procure for the State you the right to continue to use such Software or component thereof to the full extent contemplated by this Contract and applicable Statement of Work; or Software, (ii) modify or replace such Software in a manner that retains its functionality and quality so that it is no longer infringing, misappropriating or violating such right or (iii) require you to terminate the materials that infringe as set forth in Section 18.1 or are alleged to infringe (“Allegedly Infringing Materials”) to make use of and return the Software and refund all license fees paid by you with respect thereto. This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against the other party for any type of claim described in this Section. Notwithstanding any damages that you might incur, the entire liability of Vanilla Components and any of its components non-infringing while providing fully equivalent features suppliers under any provision of this License and functionality. (c) If neither your exclusive remedy for all of the foregoing is possible notwithstanding Contractor’s commercially reasonable efforts, then Contractor may direct the State to cease any use of any materials that have been enjoined or finally adjudicated as infringing, provided that Contractor will refund shall be limited to the State all amounts greater of the amount actually paid by the State in respect of such Allegedly Infringing Materials and any other aspects of the Aggregate Software provided under the Statement of Work you for the Allegedly Infringing Materials that Software or US$100.00. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VANILLA COMPONENTS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, FOR LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS LICENSE), EVEN IF VANILLA COMPONENTS OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow the State cannot reasonably use as intended under this Contract exclusion or applicable Statement limitation of Work. . (d) If Contractor directs the State to cease using any Software under Section Error! Reference source not found.incidental or consequential damages, the State may terminate this Contract or applicable Statement of Work for cause under Section 15.1. (e) Contractor will have no liability for any claim of infringement arising solely from: (i) Use of the Software for other than its intended use, as reflected in the Statement of Work or Documentation; (ii) Contractor’s compliance with any designs, specifications, or instructions of the State; (iii) Modification of the Software by the State without the prior knowledge and approval of Contractor; or (iv) Failure to use modifications or enhancements made available at no cost to the State by Contractor, provided Contractor has given the State written notice of such modification or enhancement, and such modification or enhancement will not degrade the Software performance, unless the claim arose against the Software independently of any of so the above specified actionslimitation or exclusion may not apply to you.

Infringement Remedies. (a) 19.1 The remedies set forth in this Section Error! Reference source not found. are in addition to, and not in lieu of, all other remedies that may be available to the State under this Contract or otherwise, including the State’s right to be indemnified for such actions. (b) 19.2 If any Software or any component thereof, other than State Materials, is found to be infringing as set forth in Section 18.1, or if any use of any Software or any component thereof is enjoined, threatened to be enjoined or otherwise the subject of an infringement claim, Contractor must, at Contractor’s sole cost and expense: (ia) procure for the State the right to continue to use such Software or component thereof to the full extent contemplated by this Contract and applicable Statement of WorkContract; or (iib) modify or replace the materials that infringe as set forth in Section 18.1 or are alleged to infringe (“Allegedly Infringing Materials”) to make the Software and all of its components non-infringing while providing fully equivalent features and functionality. (c) 19.3 If neither of the foregoing is possible notwithstanding Contractor’s commercially reasonable best efforts, then Contractor may direct the State to cease any use of any materials that have been enjoined or finally adjudicated as infringing, provided that Contractor will will: (a) refund to the State all amounts paid by the State in respect of such Allegedly Infringing Materials and any other aspects of the Aggregate Software provided under the a Statement of Work for the Allegedly Infringing Materials that the State cannot reasonably use as intended under this Contract or applicable Statement Contract; and (b) in any case, at its sole cost and expense, secure the right for the State to continue using the Allegedly Infringing Materials for a transition period of Work. up to six (6) months to allow the State to replace the affected features of the Software without disruption. (d) 19.4 If Contractor directs the State to cease using any Software under Section Error! Reference source not found.19.3, the State may terminate this Contract or applicable Statement of Work for cause under Section 15.1. (e) 17.1.Unless the claim arose against the Software independently of any of the actions specified below, Contractor will have no liability for any claim of infringement arising solely from: (i) Use of the Software for other than its intended use, as reflected in the Statement of Work or Documentation; (iia) Contractor’s compliance with any designs, specifications, or instructions of the State;; or (iiib) Modification modification of the Software by the State without the prior knowledge and approval of Contractor; or (iv) Failure to use modifications or enhancements made available at no cost to the State by Contractor, provided Contractor has given the State written notice of such modification or enhancement, and such modification or enhancement will not degrade the Software performance, unless the claim arose against the Software independently of any of the above specified actions.

Infringement Remedies. (a) The remedies set forth in this Section Error! Reference source not found. 18.3 are in addition to, and not in lieu of, all other remedies that may be available to the State under this Contract or otherwise, including the State’s right to be indemnified for such actions. (b) . If any Software or any component thereof, other than State Materials, is found to be infringing as set forth in Section 18.1, or if any use of any Software or any component thereof is enjoined, threatened to be enjoined or otherwise the subject of an infringement claim, Contractor must, at Contractor’s sole cost and expense: (i) : procure for the State the right to continue to use such Software or component thereof to the full extent contemplated by this Contract and applicable Statement of WorkContract; or (ii) or modify or replace the materials that infringe as set forth in Section 18.1 or are alleged to infringe (“Allegedly Infringing Materials”) to make the Software and all of its components non-infringing while providing fully equivalent features and functionality. (c) . If neither of the foregoing is possible notwithstanding Contractor’s commercially reasonable best efforts, then Contractor may direct the State to cease any use of any materials that have been enjoined or finally adjudicated as infringing, provided that Contractor will will: refund to the State all amounts paid by the State in respect of such Allegedly Infringing Materials and any other aspects of the Aggregate Software provided under the Statement of Work for the Allegedly Infringing Materials that the State cannot reasonably use as intended under this Contract or applicable Statement Contract; and in any case, at its sole cost and expense, secure the right for the State to continue using the Allegedly Infringing Materials for a transition period of Workup to six (6) months to allow the State to replace the affected features of the Software without disruption. . (d) If Contractor directs the State to cease using any Software under Section Error! Reference source not found.18.3(c), the State may terminate this Contract or applicable Statement of Work for cause under Section 15.1. (e) . Contractor will have no liability for any claim of infringement arising solely from: (i) Use of the Software for other than its intended use, as reflected in the Statement of Work or Documentation; (ii) : Contractor’s compliance with any designs, specifications, or instructions of the State; (iii) ; or Modification of the Software by the State without the prior knowledge and approval of Contractor; or (iv) Failure to use modifications or enhancements made available at no cost to the State by Contractor, provided Contractor has given the State written notice of such modification or enhancement, and such modification or enhancement will not degrade the Software performance, unless the claim arose against the Software independently of any of the above specified actions.

Infringement Remedies. In addition to and without limiting Contractor’s obligations under Section 11 of the Commonwealth Terms, if any Services or any Deliverables or Project Works are held to constitute an infringement, violation or misappropriation, or, if in Client’s opinion, such Services, Project Works or Deliverables are, or are likely to be the subject of any such claim of infringement, violation or misappropriation, Contractor will at its expense and option: (a) The remedies procure the right for Client to continue using such Services, Project Works or Deliverables; (b) replace such Services, Project Works or Deliverables with a noninfringing and nonmisappropriating equivalent that maintains the required functionality and meets all relevant Requirements; or (c) modify such Services, Project Works or Deliverables to make them noninfringing and nonmisappropriating while maintaining the required functionality and meeting all relevant Requirements. If Contractor cannot remedy the situation within a reasonable period of time, then at Client’s election and request, Contractor shall reimburse Client for the residual value of the Fees paid for the infringing Services, Project Works or Deliverables (or, if in Client’s reasonable judgment, the infringing Project Works or Deliverables are integral to the operation of a System, such reimbursement will be for the residual value of Fees paid for the entire System to which an infringing Deliverable or Project Works is part), depreciated using a straight line method of depreciation over a seven (7) year period from the date such Services, Project Works or Deliverables were performed or delivered under this Agreement. Notwithstanding any such reimbursement, replacement or modification, Contractor’s obligations to defend and indemnify Client shall not be diminished or eliminated. Notwithstanding any other provision set forth in this Section Error! Reference source not foundAgreement including any Task Order issued hereunder, as a condition to each indemnity obligation owed by Contractor under this Agreement, Client shall cooperate in all reasonable respects with Contractor in connection with any such claim. are in addition to, and not in lieu of, all other remedies that may be available Subject to the State under this Contract or otherwisewritten approval of the Attorney General of the Commonwealth, including Contractor shall be entitled to control the State’s right to be indemnified for such actions. (b) If any Software or any component thereof, other than State Materials, is found to be infringing as set forth in Section 18.1, or if any use handling of any Software or such claim and to defend any component thereof is enjoined, threatened to be enjoined or otherwise the subject of an infringement claim, Contractor must, at Contractor’s sole cost and expense: (i) procure for the State the right to continue to use such Software or component thereof to the full extent contemplated by this Contract and applicable Statement of Work; or (ii) modify or replace the materials that infringe as set forth in Section 18.1 or are alleged to infringe (“Allegedly Infringing Materials”) to make the Software and all claim with counsel of its components non-infringing while providing fully equivalent features and functionality. (c) If neither of the foregoing is possible notwithstanding Contractor’s commercially reasonable effortsown choosing. Client may reasonably participate at its own expense, then Contractor may direct the State to cease any use of any materials that have been enjoined or finally adjudicated as infringingthrough its attorneys, in such defense, provided that Contractor will refund to such participation does not interfere with Contractor’s defense thereof. Nothing in this Section 19.2 shall prevent the State all amounts paid by the State in respect of such Allegedly Infringing Materials and any other aspects Attorney General of the Aggregate Software provided under the Statement of Work for the Allegedly Infringing Materials that the State cannot reasonably use as intended under this Contract Commonwealth from taking any action to which he or applicable Statement of Work. she is entitled. (d) If Contractor directs the State to cease using any Software under Section Error! Reference source not found., the State may terminate this Contract or applicable Statement of Work for cause under Section 15.1. (e) Contractor will have no liability for any claim of infringement arising solely from: (i) Use of the Software for other than its intended use, as reflected in the Statement of Work or Documentation; (ii) Contractor’s compliance with any designs, specifications, or instructions of the State; (iii) Modification of the Software by the State without the prior knowledge and approval of Contractor; or (iv) Failure to use modifications or enhancements made available at no cost to the State by Contractor, provided Contractor has given the State written notice of such modification or enhancement, and such modification or enhancement will not degrade the Software performance, unless the claim arose against the Software independently of any of the above specified actions.

Infringement Remedies. (a) The remedies set forth in this Section Error! Reference source not found. 23.3 are in addition to, and not in lieu of, all other remedies that may be available to the State under this Contract or otherwise, including the State’s right to be indemnified for such actions. (b) . If any Software or any component thereof, other than State Materials, is found to be infringing as set forth in Section 18.1, or if any use of any Software or any component thereof is enjoined, threatened to be enjoined or otherwise the subject of an infringement claim, Contractor must, at Contractor’s sole cost and expense: (i) : procure for the State the right to continue to use such Software or component thereof to the full extent contemplated by this Contract and applicable Statement of WorkContract; or (ii) or modify or replace the materials that infringe as set forth in Section 18.1 or are alleged to infringe (“Allegedly Infringing Materials”) to make the Software and all of its components non-infringing while providing fully equivalent features and functionality. (c) . If neither of the foregoing is possible notwithstanding Contractor’s commercially reasonable best efforts, then Contractor may direct the State to cease any use of any materials that have been enjoined or finally adjudicated as infringing, provided that Contractor will will: refund to the State all amounts paid by the State in respect of such Allegedly Infringing Materials and any other aspects of the Aggregate Software provided under the Statement of Work for the Allegedly Infringing Materials that the State cannot reasonably use as intended under this Contract or applicable Statement Contract; and in any case, at its sole cost and expense, secure the right for the State to continue using the Allegedly Infringing Materials for a transition period of Workup to six (6) months to allow the State to replace the affected features of the Software without disruption. . (d) If Contractor directs the State to cease using any Software under Section Error! Reference source not found.subsection (c), the State may terminate this Contract or applicable Statement of Work for cause under Section 15.1. (e) 20.1. Contractor will have no liability for any claim of infringement arising solely from: (i) Use of the Software for other than its intended use, as reflected in the Statement of Work or Documentation; (ii) : Contractor’s compliance with any designs, specifications, or instructions of the State; (iii) Modification ; or modification of the Software by the State without the prior knowledge and approval of Contractor; or (iv) Failure to use modifications or enhancements made available at no cost to the State by Contractor, provided Contractor has given the State written notice of such modification or enhancement, and such modification or enhancement will not degrade the Software performance, unless the claim arose against the Software independently of any of the above specified actions.