Common use of Sole Remedy; Indemnification Procedures Clause in Contracts

Sole Remedy; Indemnification Procedures. (a) If any Improvement for which CSC has an indemnification obligation under Section 8.1 becomes, or in CSC’s reasonable opinion is likely to become, the subject of any U.S. copyright, trademark or trade secret infringement or misappropriation claim or proceeding, CSC will, in addition to indemnifying Computer Sciences GS as provided in Section 8.1, promptly take the following actions, at no additional charge to Computer Sciences GS, in the listed order of priority: (i) secure the right to continue using the item or (ii) replace or modify the item to make it non-infringing. If neither of such actions can be accomplished by CSC using commercially reasonable efforts, and only in such event, CSC will remove the applicable Improvements and, in full satisfaction of CSC’s obligations with respect to this Section 8.3(a), the applicable Fees will be equitably adjusted to reflect such removal. THIS SECTION 8.3 AND SECTION 8.1 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF CSC AND THE EXCLUSIVE REMEDY OF COMPUTER SCIENCES GS, ITS AFFILIATES, SUCCESSORS AND ASSIGNS WITH RESPECT TO ANY VIOLATION OR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE LICENSED PRODUCTS AND THE SUPPORT SERVICES OR ANY PART THEREOF.

Sole Remedy; Indemnification Procedures. (a) If any Improvement for which CSC has an indemnification obligation under Section 8.1 9.1 becomes, or in CSC’s reasonable opinion is likely to become, the subject of any U.S. copyright, trademark or trade secret infringement or misappropriation claim or proceeding, CSC will, in addition to indemnifying Computer Sciences GS CSRA as provided in Section 8.19.1, promptly take the following actions, at no additional charge to Computer Sciences GSCSRA, in the listed following order of priority: (i) secure the right to continue using the item or (ii) replace or modify the item to make it non-infringing. If neither of such actions can be accomplished by CSC using commercially reasonable efforts, and only in such event, CSC will remove the applicable Improvements and, in full satisfaction of CSC’s obligations with respect to this Section 8.3(a9.3(a), the applicable Fees will be equitably adjusted to reflect such removal. THIS SECTION 8.3 9.3 AND SECTION 8.1 9.1 OR SECTION 9.2, AS APPLICABLE, STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF CSC THE APPLICABLE LICENSOR AND THE EXCLUSIVE REMEDY OF COMPUTER SCIENCES GSTHE APPLICABLE LICENSEE, ITS AFFILIATES, SUCCESSORS AND ASSIGNS WITH RESPECT TO ANY VIOLATION OR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY BY, IN THE CASE OF CSC, THE LICENSED PRODUCTS AND THE SUPPORT SERVICES PROVIDED BY CSC OR ANY PART THEREOF, AND IN THE CASE OF CSRA, THE CSRA DEVELOPED PRODUCTS AND THE SUPPORT SERVICES PROVIDED BY CSRA OR ANY PART THEREOF.

Sole Remedy; Indemnification Procedures. (a) If any Improvement for which CSC has an indemnification obligation under Section 8.1 9.1 becomes, or in CSC’s reasonable opinion is likely to become, the subject of any U.S. copyright, trademark or trade secret infringement or misappropriation claim or proceeding, CSC will, in addition to indemnifying Computer Sciences GS as provided in Section 8.19.1, promptly take the following actions, at no additional charge to Computer Sciences GS, in the listed order of priority: (i) secure the right to continue using the item or (ii) replace or modify the item to make it non-infringing. If neither of such actions can be accomplished by CSC using commercially reasonable efforts, and only in such event, CSC will remove the applicable Improvements and, in full satisfaction of CSC’s obligations with respect to this Section 8.3(a9.3(a), the applicable Fees will be equitably adjusted to reflect such removal. THIS SECTION 8.3 9.3 AND SECTION 8.1 9.1 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF CSC AND THE EXCLUSIVE REMEDY OF COMPUTER SCIENCES GS, ITS AFFILIATES, SUCCESSORS AND ASSIGNS WITH RESPECT TO ANY VIOLATION OR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE LICENSED PRODUCTS AND THE SUPPORT SERVICES OR ANY PART THEREOF.

Sole Remedy; Indemnification Procedures. (a) If any Improvement for which CSC has an indemnification obligation under Section 8.1 9.1 becomes, or in CSC’s reasonable opinion is likely to become, the subject of any U.S. copyright, trademark or trade secret infringement or misappropriation claim or proceeding, CSC will, in addition to indemnifying Computer Sciences GS CSRA as provided in Section 8.19.1, promptly take the following actions, at no additional charge to Computer Sciences GSCSRA, in the listed following order of priority: (i) secure the right to continue using the item or (ii) replace or modify the item to make it non-infringing. If neither of such actions can be accomplished by CSC using commercially reasonable efforts, and only in such event, CSC will remove the applicable Improvements and, in full satisfaction of CSC’s obligations with respect to this Section 8.3(a9.3(a), the applicable Fees will be equitably adjusted to reflect such removal. THIS SECTION 8.3 9.3 AND SECTION 8.1 9.1 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF CSC AND THE EXCLUSIVE REMEDY OF COMPUTER SCIENCES GSCSRA, ITS AFFILIATES, SUCCESSORS AND ASSIGNS WITH RESPECT TO ANY VIOLATION OR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE LICENSED PRODUCTS AND THE SUPPORT SERVICES OR ANY PART THEREOF.

Sole Remedy; Indemnification Procedures. (a) If any Improvement for which CSC has an indemnification obligation under Section 8.1 9.1 becomes, or in CSC’s reasonable opinion is likely to become, the subject of any U.S. copyright, trademark or trade secret infringement or misappropriation claim or proceeding, CSC will, in addition to indemnifying Computer Sciences GS as provided in Section 8.19.1, promptly take the following actions, at no additional charge to Computer Sciences GS, in the listed following order of priority: (i) secure the right to continue using the item or (ii) replace or modify the item to make it non-infringing. If neither of such actions can be accomplished by CSC using commercially reasonable efforts, and only in such event, CSC will remove the applicable Improvements and, in full satisfaction of CSC’s obligations with respect to this Section 8.3(a9.3(a), the applicable Fees will be equitably adjusted to reflect such removal. THIS SECTION 8.3 9.3 AND SECTION 8.1 9.1 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF CSC AND THE EXCLUSIVE REMEDY OF COMPUTER SCIENCES GS, ITS AFFILIATES, SUCCESSORS AND ASSIGNS WITH RESPECT TO ANY VIOLATION OR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE LICENSED PRODUCTS AND THE SUPPORT SERVICES OR ANY PART THEREOF.

Sole Remedy; Indemnification Procedures. (a) If any Improvement for which CSC Delta has an indemnification obligation under Section 8.1 9.1 becomes, or in CSCDelta’s reasonable opinion is likely to become, the subject of any U.S. copyright, trademark or trade secret infringement or misappropriation claim or proceeding, CSC Delta will, in addition to indemnifying Computer Sciences GS Ultra as provided in Section 8.19.1, promptly take the following actions, at no additional charge to Computer Sciences GSUltra, in the listed following order of priority: (i) secure the right to continue using the item or (ii) replace or modify the item to make it non-infringing. If neither of such actions can be accomplished by CSC Delta using commercially reasonable efforts, and only in such event, CSC Delta will remove the applicable Improvements and, in full satisfaction of CSCDelta’s obligations with respect to this Section 8.3(a9.3(a), the applicable Fees will be equitably adjusted to reflect such removal. THIS SECTION 8.3 9.3 AND SECTION 8.1 9.1, STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF CSC THE APPLICABLE LICENSOR AND THE EXCLUSIVE REMEDY OF COMPUTER SCIENCES GSTHE APPLICABLE LICENSEE, ITS AFFILIATES, SUCCESSORS AND ASSIGNS WITH RESPECT TO ANY VIOLATION OR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY BY, IN THE CASE OF DELTA, THE LICENSED PRODUCTS AND THE SUPPORT SERVICES PROVIDED BY DELTA OR ANY PART THEREOF, AND IN THE CASE OF ULTRA, THE ULTRA DEVELOPED PRODUCTS AND THE SUPPORT SERVICES PROVIDED BY ULTRA OR ANY PART THEREOF.