Common use of Infringing Equipment Clause in Contracts

Infringing Equipment. If Contractor’s performance of the Work or the manufacture of any Deliverable Item or any part thereof or the normal intended use, lease or sale or other disposition of any Deliverable Item or any part thereof under this Contract is enjoined as a result of an Intellectual Property Claim or is otherwise prohibited, Contractor shall, at its option and expense (i) resolve the matter so that the injunction or prohibition no longer pertains, (ii) procure for the Indemnified Companies the right to use the infringing item, and/or (iii) modify the infringing item so that it becomes non-infringing while remaining in compliance with Exhibit B, Performance Specification (as such may be modified or waived pursuant to Article 9.4 or Article 11.6, as applicable). Purchaser shall reasonably cooperate with Contractor to mitigate or remove any infringement. If Contractor is unable to accomplish (i), (ii) or (iii) as stated above, Purchaser shall have the right to terminate this Contract, in whole or in part, with respect to such Deliverable Item, return such Deliverable Item(s) to Contractor (in space, with respect to an in-orbit Satellite), and receive a refund of the amounts paid by Purchaser hereunder for such terminated Deliverable Item(s) less a reasonable allowance for depreciation.

Infringing Equipment. If Contractor’s performance of the Work or the manufacture of any Deliverable Item or any part thereof or the normal intended use, lease or sale or other disposition of any Deliverable Item or any part thereof under this Contract is enjoined as a result of an Intellectual Property Claim or is otherwise prohibited, Contractor shall, shall at its option and expense expense: (i) resolve the matter so that the injunction or prohibition no longer pertains, ; (ii) procure for the Indemnified Companies Purchaser the right to use the infringing item, ; and/or (iii) modify the infringing item so that it becomes non-infringing while remaining in compliance with Exhibit B, the Performance Specification (as such may be modified or waived pursuant to Article 9.4 or Article 11.6, as applicable9.4). Purchaser shall reasonably cooperate with Contractor to mitigate or remove any infringement. If Contractor is unable to accomplish (i), (ii) or (iii) as stated above, Purchaser shall have the right to terminate this Contract, Contract in whole or in part, with respect to such Deliverable Item (and any other Deliverable Item whose utility has been adversely impacted by Purchaser’s loss of use of the infringing Deliverable Item), return such Deliverable Item(s) to Contractor (in space, with respect to an in-orbit Satellite), and receive a refund of the amounts price paid by Purchaser hereunder for such terminated Deliverable Item(s) less less: (a) amounts unpaid for such item; and (b) a reasonable allowance for use and depreciation.