Common use of Software and Intellectual Property Clause in Contracts

Software and Intellectual Property. (i) Each of the parties hereto represents and warrants to the other that, with respect to all software and other intellectual property in connection with the Services or otherwise required to be furnished pursuant to this Agreement (collectively, the "Intellectual Property"), each either owns the Intellectual Property furnished by it or is fully authorized to deliver the Intellectual Property and to allow the Intellectual Property to be used in connection with the Interface, as contemplated by this Agreement. Should any claim be raised by any third party that the use of any of the Intellectual Property or the delivery of any of the Intellectual Property in connection with this agreement constitutes infringement of any patent, copyright, license or other property right (a "Claim"), the party furnishing such Intellectual Property shall, at its expense, defend any such Claim in accordance with the provisions of Section 23 of this Agreement. Should either party be temporarily or permanently enjoined from using any of the Intellectual Property as a result of any Claim, the other party, at its option and own expense, shall either procure the right to continue to use the Intellectual Property free from any Claim or replace or modify the offending Intellectual Property so that its use becomes non-infringing, within fifteen (15) days of the date on which it receives notice of the claim (either such corrective action being referred to herein as a "Correction"). If a Correction is not accomplished, the party who furnished the Intellectual Property resulting in the Claim shall be deemed to be in default of this Agreement, and in such event, Sections 25, 27 and 28 of this Agreement shall control; provided, however, that the fifteen (15) day period specified above shall be deemed to be the applicable cure period under Section 25, and once that fifteen (15) day period has expired without a Correction having occurred, the applicable cure period under Section 25 shall be deemed to have expired. Without limiting Article 23 of this Agreement, the party who furnished the Intellectual Property resulting in the Claim shall also be obligated to indemnify the other party for any of its losses (such losses being Pegasus' Losses or HHC's Losses, as the case may be, as defined in Section 23 hereof) in connection with any Claim for which a Correction is not made within such fifteen (15) day period, in accordance with this Article 22(i). (ii) All reservation transactions and HIW Hotel information and all other data collected by Pegasus pursuant to this Agreement shall remain the sole and exclusive property of HHC and such information and data may not be used in any manner other than in accordance with this Agreement.

Software and Intellectual Property. (i) Each of the parties hereto represents and warrants to the other that, with respect to all software and other intellectual property in connection with the Services operation of the Interface furnished or otherwise required to be furnished pursuant to this Agreement (collectively, the "Intellectual Property"), each either owns the Intellectual Property furnished by it or is fully authorized to deliver the Intellectual Property and to allow the Intellectual Property to be used in connection with the Interface, as contemplated by this Agreement. Should any claim be raised by any third party that the use of any of the Intellectual Property or the delivery of any of the Intellectual Property in connection with this agreement constitutes infringement of any patent, copyright, license or other property right (a "Claim"), the party furnishing such Intellectual Property shall, at its expense, defend any such Claim in accordance with the provisions of Section 23 8.1 of this Agreement. Should either party be temporarily or permanently enjoined from using any of the Intellectual Property as a result of any Claim, the other party, at its option and own expense, shall either procure the right to continue to use the Intellectual Property free from any Claim or replace or modify the offending Intellectual Property so that its use becomes non-infringing, within fifteen (15) 15 days of the date on which it receives notice of the claim (either such corrective action being referred to herein as a "Correction"). If a Correction is not accomplished, the party who furnished the Intellectual Property resulting in the Claim shall be deemed to be in default of this Agreement, and in such event, Sections 25, 27 5.2 and 28 6.3 of this Agreement shall control; provided, however, that the fifteen (15) 15 day period specified above shall be deemed to be the applicable cure period under Section 256.3, and once that fifteen (15) 15 day period has expired without a Correction having occurred, the applicable cure period under Section 25 6.3 shall be deemed to have expired. Without limiting Article 23 8 of this Agreement, the party who furnished the Intellectual Property resulting in the Claim shall also be obligated to indemnify the other party for any of its losses (such losses being Pegasus' THISCO's Losses or HHCHotel's Losses, as the case may be, as defined in Section 23 section 8.1 hereof) in connection with any Claim for which a Correction is not made within such fifteen (15) 15 day period, in accordance with this Article 22(i)8. (ii) All reservation transactions and HIW Hotel information and all other data collected by Pegasus pursuant to this Agreement shall remain the sole and exclusive property of HHC and such information and data may not be used in any manner other than in accordance with this Agreement.

Software and Intellectual Property. (i) Each of the parties hereto represents and warrants to the other that, with respect to all software and other intellectual property in connection with the Services operation of the Interface furnished or otherwise required to be furnished pursuant to this Agreement (collectively, the "Intellectual Property"), each either owns the Intellectual Property furnished by it or is fully authorized to deliver the Intellectual Property and to allow the Intellectual Property to be used in connection with the Interface, as contemplated by this Agreement. Should any claim be * CONFIDENTIAL TREATMENT REQUESTED BY PEGASUS SYSTEMS, INC. -10- 11 raised by any third party that the use of any of the Intellectual Property or the delivery of any of the Intellectual Property in connection with this agreement constitutes infringement of any patent, copyright, license or other property right (a "Claim"), the party furnishing such Intellectual Property shall, at its expense, defend any such Claim in accordance with the provisions of Section 23 8.1 of this Agreement. Should either party be temporarily or permanently enjoined from using any of the Intellectual Property as a result of any Claim, the other party, at its option and own expense, shall either procure the right to continue to use the Intellectual Property free from any Claim or replace or modify the offending Intellectual Property so that its use becomes non-infringing, within fifteen (15) 15 days of the date on which it receives notice of the claim (either such corrective action being referred to herein as a "Correction"). If a Correction is not accomplished, the party who furnished the Intellectual Property resulting in the Claim shall be deemed to be in default of this Agreement, and in such event, Sections 25, 27 5.1 and 28 6.1 of this Agreement shall control; provided, however, that the fifteen (15) 15 day period specified above shall be deemed to be the applicable cure period under Section 256.3, and once that fifteen (15) 15 day period has expired without a Correction having occurred, the applicable cure period under Section 25 6.3 shall be deemed to have expired. Without limiting Article 23 8 of this Agreement, the party who furnished the Intellectual Property resulting in the Claim shall also be obligated to indemnify the other party for any of its losses (such losses being Pegasus' THISCO's Losses or HHCHOTEL's Losses, as the case may be, as defined in Section 23 section 8.1 hereof) in connection with any Claim for which a Correction is not made within such fifteen (15) 15 day period, in accordance with this Article 22(i)8. (ii) All reservation transactions and HIW Hotel information and all other data collected by Pegasus pursuant to this Agreement shall remain the sole and exclusive property of HHC and such information and data may not be used in any manner other than in accordance with this Agreement.