Common use of Remedial Measures Clause in Contracts

Remedial Measures. If a Product becomes the subject of a Claim, or if NACR reasonably believes that use of such Product may become the subject of a Claim, then NACR shall do, at its own expense and option, at least one (1) of the following: (i) procure for CUSTOMER the right to continue use of the Product at no additional cost to CUSTOMER for such right; (ii) replace the Product with a non-infringing product while maintaining the Product’s essential specifications; (iii) modify the Product so that it becomes non-infringing while maintaining the Product’s essential specifications; or (iv) refund to CUSTOMER a pro-rated portion of the applicable purchase price and license fees paid to NACR for the Product (and, where applicable, the fees paid to NACR for Services), based upon a linear monthly depreciation over a five (5)-year useful life, in which case CUSTOMER will both cease all use of the Product and return the Product to NACR. NACR agrees to consider the preceding remedial measures in the order that they are presented above and will select (iv) only with consent of CUSTOMER. Exceptions. NACR will have no defense or indemnity obligation for any Claim to the extent that the Claim is based upon (i) a Product that has been modified by someone other than NACR (or a subcontractor of NACR), if such modification results in the allegation of the infringement; (ii) a Product that has been modified in accordance with either CUSTOMER-provided specifications or instructions, if such modification results in the allegation of the infringement; (iii) use or combination of a Product with Third Party Products, if such use or combination results in the allegation of the infringement; or (iv)

Remedial Measures. If a Product becomes the subject of a Claim, or if NACR reasonably believes that use of such Product may become the subject of a Claim, then NACR shall do, at its own expense and option, at least one (1) of the following: (i) procure for CUSTOMER the right to continue use of the Product at no additional cost to CUSTOMER for such right; (ii) replace the Product with a non-infringing product while maintaining the Product’s essential specifications; (iii) modify the Product so that it becomes non-infringing while maintaining the Product’s essential specifications; or (iv) refund to CUSTOMER a pro-rated portion of the applicable purchase price and license fees paid to NACR for the Product (and, where applicable, the fees paid to NACR for Services), based upon a linear monthly depreciation over a five (5)-year useful life, in which case CUSTOMER will both cease all use of the Product and return the Product to NACR. NACR agrees to consider the preceding remedial measures in the order that they are presented above and will select (iv) only with consent of CUSTOMER. Exceptions. NACR will have no defense or indemnity obligation for any Claim to the extent that the Claim is based upon (i) a Product that has been modified by someone other than NACR (or a subcontractor of NACR), if such modification results in the allegation of the infringement; (ii) a Product that has been modified in accordance with either CUSTOMER-provided specifications or instructions, if such modification results in the allegation of the infringement; (iii) use or combination of a Product with Third Party Products, if such use or combination results in the allegation of the infringement; or (iv)Party

Remedial Measures. If a Product becomes the subject of a Claim, or if NACR reasonably believes that use of such Product may become the subject of a Claim, then NACR shall do, at its own expense and option, at least one (1) of the following: (i) procure for CUSTOMER and/or End User (as the case may be) the right to continue use of the Product at no additional cost to CUSTOMER and/or End User (as the case may be) for such right; (ii) replace the Product with a non-infringing product while maintaining the Product’s essential specifications; (iii) modify the Product so that it becomes non-non- infringing while maintaining the Product’s essential specifications; or (iv) refund to CUSTOMER a pro-rated portion of the applicable purchase price and license fees paid to NACR for the Product (and, where applicable, the fees paid to NACR for Services), based upon a linear monthly depreciation over a five (5)-year useful life, in which case CUSTOMER will both cease all use of the Product and return the Product to NACR. NACR agrees to consider the preceding remedial measures in the order that they are presented above and will select (iv) only with consent of CUSTOMERCUSTOMER and/or End User (as the case may be). Exceptions. NACR will have no defense or indemnity obligation for any Claim to the extent that the Claim is based upon (i) a Product that has been modified by someone other than NACR (or a subcontractor of NACR), if such modification results in the allegation of the infringement; (ii) a Product that has been modified in accordance with either CUSTOMER-provided or End User-provided specifications or instructions, if such modification results in the allegation of the infringement; (iii) use or combination of a Product with Third Party Products, if such use or combination results in the allegation of the infringement; or (iv)such

Remedial Measures. If a Product becomes the subject of a Claim, or if NACR reasonably believes that use of such Product may become the subject of a Claim, then NACR shall do, at its own expense and option, at least one (1) of the following: (i) procure for CUSTOMER the right to continue use of the Product at no additional cost to CUSTOMER for such right; (ii) replace the Product with a non-infringing product while maintaining the Product’s essential specifications; (iii) modify the Product so that it becomes non-infringing while maintaining the Product’s essential specifications; or (iv) refund to CUSTOMER a pro-rated portion of the applicable purchase price and license fees paid to NACR for the Product (and, where applicable, the fees paid to NACR for Services), based upon a linear monthly depreciation over a five (5)-year useful life, in which case CUSTOMER will both cease all use of the Product and return the Product to NACR. NACR agrees to consider the preceding remedial measures in the order that they are presented above and will select (iv) only with consent of CUSTOMER. Exceptions. NACR will have no defense or indemnity obligation for any Claim to the extent that the Claim is based upon (i) a Product that has been modified by someone other than NACR (or a subcontractor of NACR), if such modification results in the allegation of the infringement; (ii) a Product that has been modified in accordance with either CUSTOMER-provided or End User-provided specifications or instructions, if such modification results in the allegation of the infringement; (iii) use or combination of a Product with Third Party Products, if such use or combination results in the allegation of the infringement; or (iv)of

Remedial Measures. If a Product becomes the subject of a Claim, or if NACR reasonably believes that use of such Product may become the subject of a Claim, then NACR shall do, at its own expense and option, at least one (1) of the following: (i) procure for CUSTOMER and/or End User (as the case may be) the right to continue use of the Product at no additional cost to CUSTOMER and/or End User (as the case may be) for such right; (ii) replace the Product with a non-infringing product while maintaining the Product’s essential specifications; (iii) modify the Product so that it becomes non-infringing while maintaining the Product’s essential specifications; or (iv) refund to CUSTOMER a pro-rated portion of the applicable purchase price and license fees paid to NACR for the Product (and, where applicable, the fees paid to NACR for Services), based upon a linear monthly depreciation over a five (5)-year useful life, in which case CUSTOMER will both cease all use of the Product and return the Product to NACR. NACR agrees to consider the preceding remedial measures in the order that they are presented above and will select (iv) only with consent of CUSTOMERCUSTOMER and/or End User (as the case may be). Exceptions. NACR will have no defense or indemnity obligation for any Claim to the extent that the Claim is based upon (i) a Product that has been modified by someone other than NACR (or a subcontractor of NACR), if such modification results in the allegation of the infringement; (ii) a Product that has been modified in accordance with either CUSTOMER-provided or End User- provided specifications or instructions, if such modification results in the allegation of the infringement; (iii) use or combination of a Product with Third Party Products, if such use or combination results in the allegation of the infringement; or (iv)) End User products or Third

Remedial Measures. If a Product becomes the subject of a Claim, or if NACR VENDOR reasonably believes that use of such Product may become the subject of a Claim, then NACR VENDOR shall do, at its own expense and option, at least one (1) of the following: (i) procure for CUSTOMER NACR and/or End User (as the case may be) the right to continue use of the Product at no additional cost to CUSTOMER NACR and/or End User (as the case may be) for such right; (ii) replace the Product with a non-infringing product while maintaining the Product’s essential specifications; (iii) modify the Product so that it becomes non-non- infringing while maintaining the Product’s essential specifications; or (iv) refund to CUSTOMER NACR a pro-rated portion of the applicable purchase price and license fees paid to NACR VENDOR for the Product (and, where applicable, the fees paid to NACR VENDOR for Services), based upon a linear monthly depreciation over a five (5)-year useful life, in which case CUSTOMER NACR will both cease all use of the Product and return the Product to NACRVENDOR. NACR VENDOR agrees to consider the preceding remedial measures in the order that they are presented above and will select (iv) only with consent of CUSTOMERNACR and/or End User (as the case may be). Exceptions. NACR VENDOR will have no defense or indemnity obligation for any Claim to the extent that the Claim is based upon (i) a Product that has been modified by someone other than NACR VENDOR (or a subcontractor of NACRVENDOR), if such modification results in the allegation of the infringement; (ii) a Product that has been modified in accordance with either CUSTOMER-provided specifications or instructions, if such modification results in the allegation of the infringement; (iii) use or combination of a Product with Third Party Products, if such use or combination results in the allegation of the infringement; or (iv)with

Remedial Measures. If a Product becomes the subject of a Claim, or if NACR reasonably believes that use of such Product may become the subject of a Claim, then NACR shall do, at its own expense and option, at least one (1) of the following: (i) procure for CUSTOMER Customer the right to continue use of the Product at no additional cost to CUSTOMER Customer for such right; (ii) replace the Product with a non-infringing product while maintaining the Product’s essential specifications; (iii) modify the Product so that it becomes non-non- infringing while maintaining the Product’s essential specifications; or (iv) refund to CUSTOMER Customer a pro-rated portion of the applicable purchase price and license fees paid to NACR for the Product (and, where applicable, the fees paid to NACR for Services), based upon a linear monthly depreciation over a five (5)-year useful life, in which case CUSTOMER Customer will both cease all use of the Product and return the Product to NACR. NACR agrees to consider the preceding remedial measures in the order that they are presented above and will select (iv) only with consent of CUSTOMERCustomer. Exceptions. NACR will have no defense or indemnity obligation for any Claim to the extent that the Claim is based upon (i) a Product that has been modified by someone other than NACR (or a subcontractor of NACR), if such modification results in the allegation of the infringement; (ii) a Product that has been modified in accordance with either CUSTOMERCustomer-provided specifications or instructions, if such modification results in the allegation of the infringement; (iii) use or combination of a Product with Third Party Products, if such use or combination results in the allegation of the infringement; or (iv)

Remedial Measures. If a Product becomes the subject of a Claim, or if NACR reasonably believes that use of such Product may become the subject of a Claim, then NACR shall do, at its own expense and option, at least one (1) of the following: (i) procure for CUSTOMER the right to continue use of the Product at no additional cost to CUSTOMER for such right; (ii) replace the Product with a non-infringing product while maintaining the Product’s essential specifications; (iii) modify the Product so that it becomes non-infringing while maintaining the Product’s essential specifications; or (iv) refund to CUSTOMER a pro-rated portion of the applicable purchase price and license fees paid to NACR for the Product (and, where applicable, the fees paid to NACR for Services)Product, based upon a linear monthly depreciation over a five (5)-year useful life, in which case CUSTOMER will both cease all use of the Product and return the Product to NACR. NACR agrees to consider the preceding remedial measures in the order that they are presented above and will select (iv) only with consent of CUSTOMER. Exceptions. NACR will have no defense or indemnity obligation for any Claim to the extent that the Claim is based upon (i) a Product that has been modified by someone other than NACR (or a subcontractor of NACR), if such modification results in the allegation of the infringement; (ii) a Product that has been modified in accordance with either CUSTOMER-provided specifications or instructions, if such modification results in the allegation of the infringement; (iii) use or combination of a Product with Third Party Products, if such use or combination results in the allegation of the infringement; or (iv)Party

Remedial Measures. If a Product becomes the subject of a Claim, or if NACR reasonably believes that use of such Product may become the subject of a Claim, then NACR shall do, at its own expense and option, at least one (1) of the following: (i) procure for CUSTOMER Customer the right to continue use of the Product at no additional cost to CUSTOMER Customer for such right; (ii) replace the Product with a non-infringing product while maintaining the Product’s essential specifications; (iii) modify the Product so that it becomes non-non- infringing while maintaining the Product’s essential specifications; or (iv) refund to CUSTOMER Customer a pro-rated portion of the applicable purchase price and license fees paid to NACR for the Product (and, where applicable, the fees paid to NACR for Services), based upon a linear monthly depreciation over a five (5)-year useful life, in which case CUSTOMER Customer will both cease all use of the Product and return the Product to NACR. NACR agrees to consider the preceding remedial measures in the order that they are presented above and will select (iv) only with consent of CUSTOMERCustomer. Exceptions. NACR will have no defense or indemnity obligation for any Claim to the extent that the Claim is based upon (i) a Product that has been modified by someone other than NACR (or a subcontractor of NACR), if such modification results in the allegation of the infringement; (ii) a Product that has been modified in accordance with either CUSTOMERCustomer-provided or End User-provided specifications or instructions, if such modification results in the allegation of the infringement; (iii) use or combination of a Product with Third Party Products, if such use or combination results in the allegation of the infringement; or (iv)a

Remedial Measures. If a Product becomes the subject of a Claim, or if NACR reasonably believes that use of such Product may become the subject of a Claim, then NACR shall do, at its own expense and option, at least one (1) of the following: (i) procure for CUSTOMER Customer the right to continue use of the Product at no additional cost to CUSTOMER Customer for such right; (ii) replace the Product with a non-infringing product while maintaining the Product’s essential specifications; (iii) modify the Product so that it becomes non-non- infringing while maintaining the Product’s essential specifications; or (iv) refund to CUSTOMER Customer a pro-rated portion of the applicable purchase price and license fees paid to NACR for the Product (and, where applicable, the fees paid to NACR for Services), based upon a linear monthly depreciation over a five (5)-year useful life, in which case CUSTOMER Customer will both cease all use of the Product and return the Product to NACR. NACR XXXX agrees to consider the preceding remedial measures in the order that they are presented above and will select (iv) only with consent of CUSTOMERCustomer. Exceptions. NACR will have no defense or indemnity obligation for any Claim to the extent that the Claim is based upon (i) a Product that has been modified by someone other than NACR (or a subcontractor of NACR), if such modification results in the allegation of the infringement; (ii) a Product that has been modified in accordance with either CUSTOMERCustomer-provided specifications or instructions, if such modification results in the allegation of the infringement; (iii) use or combination of a Product with Third Party Products, if such use or combination results in the allegation of the infringement; or (iv)Party