Common use of Microsoft’s Options Clause in Contracts

Microsoft’s Options. If Microsoft receives information concerning an infringement claim relating to a Product, Microsoft may, at Microsoft’s expense, but without obligation to do so: (a) procure for Company the right(s) or license(s) as may be necessary to address the claim; (b) replace the Product or Xxxx with a functional equivalent; or (c) modify the Product or Xxxx to make it non-infringing. With (b) or (c), Company must immediately stop distribution of the allegedly infringing Product or use of the allegedly infringing Xxxx. Company will work with Microsoft to recall all Products that are the subject of a claim and replace them with the non-infringing alternative. If any other type of third party claim is brought against Company regarding Microsoft’s intellectual property, it must notify Microsoft promptly in writing. Microsoft may, at Microsoft’s option, choose to treat these claims as being covered by this section. This section provides Company’s only remedy for third party infringement and trade secret misappropriation claims.

Microsoft’s Options. If Microsoft receives information concerning an infringement claim relating to a Product, Microsoft may, at Microsoft’s expense, but without obligation to do so: (a) procure for Company the right(s) or license(s) as may be necessary to address the claim; (b) replace the Product or Xxxx Mark with a functional equivalent; or (c) modify the Product or Xxxx Mark to make it non-infringing. With (b) or (c), Company must immediately stop distribution of the allegedly infringing Product or use of the allegedly infringing XxxxMark. Company will work with Microsoft to recall all Products that are the subject of a claim and replace them with the non-infringing alternative. If any other type of third party claim is brought against Company regarding Microsoft’s intellectual property, it must notify Microsoft promptly in writing. Microsoft may, at Microsoft’s option, choose to treat these claims as being covered by this section. This section provides Company’s only remedy for third party infringement and trade secret misappropriation claims.