Common use of Additional Remedy Clause in Contracts

Additional Remedy. If Sabre IP or Customer IP (or Owned Systems or Owned Intellectual Property Rights) becomes the subject of a claim under this SECTION 12.1(c), or in the indemnitor's reasonable opinion is likely to become the subject of such a claim, then, in addition to defending the claim and paying any damages and attorneys' fees as required above, the indemnitor will use commercially reasonable efforts to either (A) replace or modify the Sabre IP or Customer IP (or Owned Systems or Owned Intellectual Property Rights), as applicable, to make it noninfringing or cure any claimed misuse of a Third Party's Trade Secret or (B) procure for the indemnitee the right to continue using the Sabre IP or Customer IP (or Owned Systems or Owned Intellectual Property Rights), as applicable. Any costs associated with either alternative will be borne by the indemnitor. If neither option is available to the indemnitor through the use of commercially reasonable efforts, (X) the indemnitee will return such Sabre IP or Customer IP (or Owned Systems or Owned Intellectual Property Rights), as applicable, to the indemnitor and (Y) if requested by the indemnitee in good faith, the Parties will negotiate, pursuant to SCHEDULE 13, but subject to SECTION 12.2, to reach a written agreement on what, if any, monetary damages (in addition to the indemnitor's obligations under this SECTION 12.1(c)) are reasonably owed by the indemnitor to the indemnitee.

Additional Remedy. If Sabre IP or Customer IP (or Owned Systems or Owned Intellectual Property Rights) becomes the subject of a claim under this SECTION 12.1(c), or in the indemnitor's reasonable opinion is likely to become the subject of such a claim, then, in addition to defending the claim and paying any damages and attorneys' fees as required above, the indemnitor will use commercially reasonable efforts to either (A) replace or modify the Sabre IP or Customer IP (or Owned Systems or Owned Intellectual Property Rights), as applicable, to make it noninfringing or cure any claimed misuse of a Third Party's Trade Secret or (B) procure for the indemnitee the right to continue using the Sabre IP or Customer IP (or Owned Systems or Owned Intellectual Property Rights), as applicable. Any costs associated with either alternative will be borne by the indemnitor. If neither option is available to the indemnitor through the use of commercially reasonable efforts, (X) the indemnitee will return such Sabre IP or Customer IP (or Owned Systems or Owned Intellectual Property Rights), as applicable, to the indemnitor and (Y) if requested by the indemnitee in good faith, the Parties will negotiate, pursuant to SCHEDULE 13, but subject to SECTION 12.2, to reach a written agreement on what, what if any, monetary damages (in addition to the indemnitor's obligations under this SECTION 12.1(c)) are reasonably owed by the indemnitor to the indemnitee.