Common use of Continuing Use Clause in Contracts

Continuing Use. In the event any Service purchased or supplied hereunder, or any portion thereof, becomes the subject of any Claim, or if VENDOR in its reasonable judgment at any time decides that the Services supplied hereunder, or any portion thereof, shall become the subject of such a Claim, VENDOR shall promptly, but, in any event, no more than 30 days after receipt of notice from Northwest of a Claim, or the likelihood thereof or the entry of any order or decree permanently or temporarily enjoining the use of the Services supplied hereunder, or any portion thereof, at its own expense and option either: (i) obtain for Northwest the right to use such Services; or (ii) replace, modify, substitute, or update the infringing Services such that they become non-infringing. In the event that any such suit or action results in an order, decree or judgment enjoining or otherwise prohibiting Northwest from effectively using any Service for its intended purposes, or any settlement made or approved by VENDOR has such result, VENDOR agrees at its option and expense to promptly either: (i) procure for Northwest the right to continue using such Services; or (ii) modify said Services so that it becomes non-infringing and otherwise complies with the provisions of this Agreement; or (iii) replace said Item with a non-infringing Service Item suitable for Northwest’s requirements and in a condition equivalent to that Service. The foregoing provisions hereof shall apply in case of any such order, decree, judgment or settlement prohibiting Northwest from effectively using any provided Service. If the party or parties charging an infringement for which VENDOR has agreed to indemnify Northwest hereunder threatens or obtains an injunction restraining Northwest’s use of the Service and a bond or other security will be necessary and efficacious to avert the issuance of such injunction or to void same if issued, VENDOR shall promptly pay to Northwest the amount of premium for any bond or the costs of any other security given by Northwest to release or void such injunction, or alternatively at VENDOR’s election shall furnish such bond or other security on Northwest’s behalf.