Common use of Infringement Remedy Clause in Contracts

Infringement Remedy. (a) If any Software or any component thereof, other than Customer Materials, is found to be infringing 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, Developer shall, at Developer’s sole cost and expense: (i) procure for Customer the right to continue to use such Software or component thereof to the full extent contemplated by this Agreement; or (ii) modify or replace the materials that infringe 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. (b) If neither of the foregoing is possible notwithstanding Developer’s [best/commercially reasonable] efforts then Developer may direct Customer to cease any use of any materials that have been enjoined or finally adjudicated as infringing, provided that Developer shall: (i) refund to Customer all amounts paid by Customer 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 Customer cannot reasonably use as intended under this Agreement]; and (ii) in any case, at its sole cost and expense, secure the right for Customer to continue using the Allegedly Infringing Materials for a transition period of up to [NUMBER IN WORDS] ([NUMBER]) month[s] to allow Customer to replace the affected features of the Software without disruption. (c) If developer directs Customer to cease using any Software pursuant to Section 12.3(b), Customer shall have the right to terminate any or all then-outstanding Statements of Work [and this Agreement] for cause pursuant to Section 14.3(b)(i). (d) The remedies set forth in this Section 12.3 are in addition to, and not in lieu of[, all other remedies that may be available to Customer under this Agreement or otherwise, including] Customer’s right to be indemnified for such Actions.

Infringement Remedy. 8.1 Should the Services, become, or in Genfare’s opinion be likely to become, the subject of a claim of infringement of a patent, trade secret or copyright, Genfare may, in its sole discretion, (a) If any Software or any component thereof, other than Customer Materials, is found to be infringing 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, Developer shallprocure for Customer, at Developer’s sole no cost and expense: (i) procure for Customer to Customer, the right to continue to use the Services, (b) replace or modify the Services, at no cost to Customer, to make them non-infringing, provided that substantially the same functionality is provided by the replacement or modified Services, or (c) if in Genfare’s judgment the right to continue to use the Services cannot be reasonably procured or the Services cannot reasonably be replaced or modified, terminate the subscription to use all or just the potentially infringing Services and grant Customer a pro-rated refund on any advance Subscription Fees paid for such Software potentially infringing portions of the Services for the remainder of the Subscription Term. 8.2 Customer shall forfeit all rights under this Section 8 if it alters or component thereof to modifies the full extent contemplated by Services in any manner, or if such infringement is based upon the combination of the Services with any third party hardware or software. 8.3 Genfare will defend, indemnify, and hold Customer harmless from and against any loss, cost, and expense that Customer in connection with a third party claim that use of the Services infringe any United States patent issued as of the Effective Date of this Agreement; orAgreement or any trade secret or copyright of others. Genfare’s obligations under this indemnification are expressly conditioned on the following: (iia) modify or replace the materials that infringe or are alleged to infringe (”Allegedly Infringing Materials”) to make the Software and all Customer must promptly notify Genfare in writing of its components non-infringing while providing fully equivalent features and functionality.any such claim; (b) If neither Genfare or its vendor or service providers, as applicable, must have sole control of the foregoing is possible notwithstanding Developer’s [best/commercially reasonable] efforts then Developer may direct Customer to cease any use defense of any materials that have been enjoined such claim and of all negotiations for its settlement or finally adjudicated as infringing, provided that Developer shall: (i) refund to Customer all amounts paid by Customer 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 Customer cannot reasonably use as intended under this Agreement]compromise; and (iic) in any case, at its sole cost and expense, secure Customer must reasonably cooperate with Genfare to facilitate the right for Customer to continue using the Allegedly Infringing Materials for a transition period of up to [NUMBER IN WORDS] ([NUMBER]) month[s] to allow Customer to replace the affected features settlement or defense of the Software without disruptionclaim. (c) If developer directs Customer 8.4 Notwithstanding anything herein to cease using any Software pursuant to Section 12.3(b)the contrary, Customer Genfare shall have no liability for any claim of infringement based on the right to terminate any use or all then-outstanding Statements combination of Work [and this Agreement] for cause pursuant to Section 14.3(b)(i)the Services or Licensed Software with software or other materials not provided or expressly approved by Genfare. (d) The remedies set forth in this Section 12.3 are in addition to, and not in lieu of[, all other remedies that may be available to Customer under this Agreement or otherwise, including] Customer’s right to be indemnified for such Actions.

Infringement Remedy. (a) If any Software Notwithstanding anything in this Agreement to the contrary, should the TRX Works or any component thereof, other than Customer Materials, Developed Works (to the extent such Claim is found to be infringing or if any use of any Software not based upon Expedia Specifications) provided and/or the Services performed (or any component thereof is enjoined, portion thereof) under this Agreement be enjoined or be threatened to be enjoined, or otherwise the subject of an infringement claim, Developer shallTRX will notify Expedia and promptly, at DeveloperTRX’s sole cost and expense: : (i) procure for Customer Expedia the right to continue to use use, sale, and/or marketing of the TRX Works or such Software Developed Works provided and/or the Services performed (or component thereof to the full extent contemplated by any portion thereof) under this Agreement; or Agreement or (ii) replace or modify the TRX Works or replace such Developed Works provided and/or the materials Services performed (or any portion thereof) under this Agreement such that infringe or are alleged to infringe (”Allegedly Infringing Materials”) to make the Software and all of its components it is non-infringing while providing fully equivalent features infringing, provided that the replacement or modification materially conforms to the requirements for the Services set forth herein and functionalityin any relevant Statement of Work. If (i) or (ii) are not available to TRX, in addition to any damages or expenses reimbursed under this Article 17, Expedia will have the right to terminate this Agreement. (b) If neither Notwithstanding anything in this Agreement to the contrary, should any Expedia Works (or any portion thereof) or Developed Works (to the extent such Claim is not based upon Expedia Specifications) under this Agreement be enjoined or be threatened to be enjoined, Expedia will notify TRX and promptly, at Expedia’s expense: (i) procure for TRX the right to continue use, and/or marketing of the foregoing Expedia Works or such Developed Works provided or (ii) replace or modify the Expedia Works or Expedia Specifications provided and/or the Services performed (or any portion thereof) that incorporate the Expedia Works or such Developed Works under this Agreement such that it is possible notwithstanding Developer’s [best/commercially reasonable] efforts then Developer may direct Customer to cease any use of any materials that have been enjoined or finally adjudicated as non-infringing, provided that Developer shall: the replacement or modification materially conforms to the requirements for the Services set forth herein and in any relevant Statement of Work. If (i) refund to Customer all amounts paid by Customer 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 Customer cannot reasonably use as intended under this Agreement]; and or (ii) in any caseare not available to Expedia, at its sole cost and expense, secure the right for Customer to continue using the Allegedly Infringing Materials for a transition period of up to [NUMBER IN WORDS] ([NUMBER]) month[s] to allow Customer to replace the affected features of the Software without disruption. (c) If developer directs Customer to cease using any Software pursuant to Section 12.3(b), Customer shall have the right to terminate any or all then-outstanding Statements of Work [and this Agreement] for cause pursuant to Section 14.3(b)(i). (d) The remedies set forth in this Section 12.3 are in addition to, and not in lieu of[, all other remedies that may be available to Customer any damages or expenses reimbursed under this Agreement Article 17, TRX shall cease all use of such Expedia Works or otherwisesuch Developed Works, including] Customer’s right to be indemnified for such Actionsas the case may be.

Infringement Remedy. (a) If any Software Hosted Service or any component thereof, other than Customer Materials, thereof is found to be infringing or if any use of any Software Hosted Service or any component thereof is enjoined, threatened to be enjoined, enjoined or otherwise the subject of an infringement claim, Developer JUNYO shall, at DeveloperJUNYO’s sole discretion, cost and expense: (i) procure for Customer HCS the right to continue to use such Software Hosted Service or component thereof to the full extent contemplated by this Agreement; or (ii) remove, modify or replace the materials that infringe or are alleged to infringe (”"Allegedly Infringing Materials”") to make the Software Hosted Service and all of its components non-infringing while providing fully equivalent the full features and functionalityfunctionality defined in Schedule A (all of which modified and replacement software shall constitute Hosted Service and be subject to the terms and conditions of this Agreement). (b) If neither of the foregoing ((a)(i) or (a)(ii)) in JUNYO’s sole discretion is possible commercially reasonable notwithstanding DeveloperJUNYO’s [best/commercially reasonable] efforts reasonable efforts, then Developer JUNYO may direct Customer HCS to cease any and all use of any materials that have been enjoined or finally adjudicated as infringingAllegedly Infringing Materials, provided that Developer JUNYO shall: (i) : refund or credit to Customer HCS a pro rata portion of all amounts paid by Customer HCS 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 Hosted Service, Documentation or Services specified in Schedule A that Customer HCS cannot reasonably use as intended under this Agreement]. (d) If none of the remedies set forth in Section 13.3(a) or Section 13.3(b) is reasonably available with respect to the Allegedly Infringing Materials, JUNYO may terminate this Agreement, including the rights and licenses granted pursuant to Section 2, and HCS shall promptly return to JUNYO the original copy and all other partial and complete copies of the Hosted Service and JUNYO shall refund to JUNYO: (i) a pro rata portion of the Hosted Service Fees paid hereunder for any period for which the Agreement is terminated; and (ii) in any case, at its sole cost and expense, secure all prepaid fees for other Services to the right for Customer to continue using the Allegedly Infringing Materials for a transition period of up to [NUMBER IN WORDS] ([NUMBER]) month[s] to allow Customer to replace the affected features of the Software without disruptionextent such other Services have not been provided. (ce) If developer directs Customer This Section 13.3 states JUNYO’s entire responsibility with respect to cease using any Software pursuant intellectual property claims or breach of Section 12.2 and HCS’ sole and exclusive remedy with respect to intellectual property claims or breach of Section 12.3(b), Customer shall have the right to terminate any or all then-outstanding Statements of Work [and this Agreement] for cause pursuant to Section 14.3(b)(i)12.2. (d) The remedies set forth in this Section 12.3 are in addition to, and not in lieu of[, all other remedies that may be available to Customer under this Agreement or otherwise, including] Customer’s right to be indemnified for such Actions.

Infringement Remedy. (a) If any Software the Website, or any component thereof, thereof other than Customer Authority Materials, is found to be infringing or if any use of any Software the Website or any component thereof is enjoined, threatened to be enjoined, or otherwise the subject of an infringement claim, Developer the Consultant shall, at Developer’s its option and sole cost and expense: : (ia) procure for Customer the Authority the right to continue to use such Software the Website or component thereof to the full extent contemplated by this Agreement; or or (iib) modify or replace the materials that infringe or are alleged to infringe (”“Allegedly Infringing Materials”) to make the Software Website and all of its components non-infringing while providing fully equivalent features and functionality. (b) . If neither of the foregoing is possible notwithstanding Developerthe Consultant’s [best/commercially reasonable] best efforts then Developer the Consultant may direct Customer the Authority to cease any use of any materials that have been enjoined or finally adjudicated as infringing, provided that Developer shall: the Consultant shall refund to the Authority (i) refund to Customer all amounts paid by Customer the Authority in respect of such Allegedly Infringing Materials [and any other aspects of the Aggregate Software provided under Website that the Statement of Work for the Allegedly Infringing Materials that Customer Authority cannot reasonably use as intended under this Agreement]; and and (ii) ), in any case, at its sole cost and expense, secure the right for Customer the Authority to continue using the Allegedly Infringing Materials for a transition period of up to [NUMBER IN WORDS] ([NUMBER]) month[s] one month to allow Customer the Authority to replace the affected features of the Software Website without disruption. (c) If developer directs Customer to cease using any Software pursuant to Section 12.3(b), Customer shall have the right to terminate any or all then-outstanding Statements of Work [and this Agreement] for cause pursuant to Section 14.3(b)(i). (d) . The remedies set forth in this Section 12.3 are foregoing is in addition to, and not in lieu of[, all other remedies that may be available to Customer the Authority under this Agreement or otherwise, including] Customerincluding but not limited to the Authority’s right to be indemnified for such Actions.

Infringement Remedy. (a) If any Software or any component thereof, other than Customer KabaQ Materials, is found to be infringing or if any use of any Software or any component thereof is enjoined, threatened to be enjoined, enjoined or otherwise the subject of an infringement claim, Developer shall, at Developer’s sole cost and expense: (i) procure for Customer KabaQ the right to continue to use such Software or component thereof to the full extent contemplated by this Agreement; or (ii) modify or replace the materials that infringe or are alleged to infringe (”“Allegedly Infringing Materials”) to make the Software and all of its components non-non- infringing while providing fully equivalent features and functionality. (b) If neither of the foregoing is possible notwithstanding Developer’s [best/commercially reasonable] best efforts then Developer may direct Customer KabaQ to cease any use of any materials that have been enjoined or finally adjudicated as infringing, provided that Developer shall: (i) refund to Customer KabaQ all amounts paid by Customer KabaQ 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 Customer KabaQ cannot reasonably use as intended under this Agreement]; and (ii) in any case, at its sole cost and expense, secure the right for Customer KabaQ to continue using the Allegedly Infringing Materials for a transition period of up to [NUMBER IN WORDS] ([NUMBER]( ) month[s] months to allow Customer KabaQ to replace the affected features of the Software without disruption. (c) If developer directs Customer KabaQ to cease using any Software pursuant to Section 12.3(b11.3(b), Customer KabaQ shall have the right to terminate any or all then-outstanding Statements of Work [and this Agreement] Agreement for cause pursuant to Section 14.3(b)(i9.3(b)(i). (d) The remedies set forth in this Section 12.3 11.3 are in addition to, and not in lieu of[, all other remedies that may be available to Customer KabaQ under this Agreement or otherwise, including] Customerincluding KabaQ’s right to be indemnified for such Actions.

Infringement Remedy. (a) If any Hardware and Software or any component thereof, other than Customer Materials, or any Work Product is found to be infringing or if any use of any Hardware and Software or any component thereof or any Work Product is enjoined, threatened to be enjoined, enjoined or otherwise the subject of an infringement claim, Developer shall, at Developer’s 's sole cost and expense: (i) procure for Customer the right to continue to use such Hardware and Software or component thereof or the Work Product to the full extent contemplated by this Agreement; or (ii) modify or replace the materials that infringe or are alleged to infringe (”"Allegedly Infringing Materials”") to make the Hardware and Software and all of its components and/or the Work Product non-infringing while providing fully equivalent features and functionality. (b) If neither of the foregoing is possible possible, notwithstanding Developer’s [best/'s commercially reasonable] efforts reasonable efforts, then Developer may direct Customer to cease any use of any materials that have been enjoined or finally adjudicated as infringing, provided that Developer shall: (i) refund to Customer all amounts paid by Customer in respect of such Allegedly Infringing Materials [and any other aspects of the Aggregate Software provided under the Statement of Work for Proprietary Product containing the Allegedly Infringing Materials that Customer cannot reasonably use as intended under this Agreement]; and (ii) in any case, at its sole cost and expense, secure the right for Customer to continue using the Allegedly Infringing Materials for a transition period of up to [NUMBER IN WORDS] six ([NUMBER]6) month[s] months to allow Customer to replace the affected features of the Software Proprietary Product without disruption. (c) If developer Developer directs Customer to cease using any Software Proprietary Product pursuant to Section 12.3(b19.3(b), Customer shall have the right to terminate this Agreement and any or all then-outstanding Statements of Work [and this Agreement] for cause pursuant to Section 14.3(b)(i17.3(b)(i). (d) The remedies set forth in this Section 12.3 are in addition to, and not in lieu of[, all other remedies that may be available to Customer under this Agreement or otherwise, including] Customer’s right to be indemnified for such Actions.

Infringement Remedy. (a) If any Software the Website developed by Contractor or any component thereof, thereof other than Customer EFI’s Materials, is found to be infringing or if any use of any Software the Website or any component thereof is enjoined, threatened to be enjoined, or otherwise the subject of an infringement claim, Developer Contractor shall, at Developer’s its option and sole cost and expense: : (ia) procure for Customer EFI the right to continue to use such Software the Website or component thereof to the full extent contemplated by this Agreement; or or (iib) modify or replace the materials that infringe or are alleged to infringe (”"Allegedly Infringing Materials”") to make the Software Website and all of its components non-non- infringing while providing fully equivalent features and functionality. (b) . If neither of the foregoing is possible notwithstanding Developer’s [best/commercially reasonable] Contractor's best efforts then Developer Contractor may direct Customer EFI to cease any use of any materials that have been enjoined or finally adjudicated as infringing, provided that Developer shall: Contractor shall refund to EFI (i) refund to Customer all amounts paid by Customer EFI 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 website that Customer EFI cannot reasonably use as intended under this Agreement]; and and (ii) ), in any case, at its sole cost and expense, secure the right for Customer EFI to continue using the Allegedly Infringing Materials for a transition period of up to [NUMBER IN WORDS] ([NUMBER]) month[s] 6 months to allow Customer EFI to replace the affected features of the Software Website without disruption. (c) If developer directs Customer to cease using any Software pursuant to Section 12.3(b), Customer shall have the right to terminate any or all then-outstanding Statements of Work [and this Agreement] for cause pursuant to Section 14.3(b)(i). (d) . The remedies set forth in this Section 12.3 are foregoing is in addition to, and not in lieu of[, all other remedies that may be available to Customer EFI under this Agreement or otherwise, including] Customer’s including but not limited to EFI's right to be indemnified for such Actions.