Infringement Remedy Sample Clauses
The Infringement Remedy clause outlines the actions a party must take if a product or service provided under the agreement is found to infringe on a third party's intellectual property rights. Typically, this clause requires the provider to either modify the product, obtain a license, or replace the infringing item to resolve the issue, and may also address the provider's obligation to defend or indemnify the other party against infringement claims. Its core function is to allocate responsibility for intellectual property risks and ensure that the non-infringing party is protected from legal and financial consequences arising from such claims.
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Infringement Remedy. In addition to Licensor’s obligations under Section 9.1, if the Software or other Licensed Materials is held, or in Licensor’s opinion is likely to be held, to infringe, misappropriate or violate any Proprietary Rights, or, if based on any claimed infringement, misappropriation or violation of Proprietary Rights, an injunction is obtained, or in Licensor’s opinion an injunction is likely to be obtained, that would prohibit or interfere with ▇▇▇▇▇’s use of the Licensed Materials under this Agreement, then Licensor will at its option and expense either: (a) procure for Buyer the right to continue using the affected Licensed Materials in accordance with the license granted under this Agreement; or (b) modify or replace the affected Licensed Materials so that the modified or replacement Licensed Materials are reasonably comparable in functionality, interoperability with other software and systems, and levels of security and performance and do not infringe, misappropriate or violate any third-party Proprietary Rights. If, in such circumstances, Licensor cannot not successfully accomplish any of the foregoing actions on a commercially reasonable basis, Licensor will notify Buyer and either Party may terminate the Subscription and this Agreement, in which case Licensor will refund to Buyer any fees prepaid to Licensor by Buyer prorated for the unused portion of the Subscription. For clarity, Licensor’s indemnification and defense obligations under this Section include infringement Claims based on use of the Licensed Materials by Buyer Indemnified Parties following an initial infringement Claim except that, if Licensor responds to an infringement Claim by accomplishing the solution in (b), Licensor will have no obligation to defend and indemnify Buyer for infringement Claims arising from Buyer’s use after the accomplishment of (b) of the infringing Licensed Materials for which Licensor provided modified or replacement Licensed Materials.
Infringement Remedy. (a) If any item or process used by State Street to provide the Services and made available to the BTC Recipients becomes, or in its reasonable opinion is likely to become, the subject of an infringement or misappropriation claim or proceeding, State Street will use Commercially Reasonable Efforts to, in its sole discretion, take the following actions at no additional charge to such BTC Recipient as soon as reasonably practicable:
(i) secure the right to continue using the item or process; or
(ii) replace or modify the item or process to make it non-infringing, provided that the replacement or modification will not degrade performance or quality in any material respect, if neither (i) nor (ii) is available to State Street on commercially reasonable terms, remove the item or process from the Services and equitably reduce State Street’s charges to reflect such removal, provided that no such removal will diminish the scope of State Street’s obligation to perform the Services hereunder or under a Service Module.
(b) State Street’s obligations in this Section and its related indemnification obligations under Section 17.1(b) shall be the affected BTC Recipient’s sole rights and remedies in connection with infringement claims described herein. For the purposes of clarification, nothing in this Section 17.4 will limit a BTC Recipient’s ability to seek remedies for State Street’s failure to provide the Services under this Agreement or the Service Modules. Master Services Agreement 47 BTC | State Street CONFIDENTIAL
Infringement Remedy. If any Software or portion of the Software is finally adjudged to infringe, or in Contractor’s opinion is likely to become the subject of such a Claim, Contractor shall, at County’s option, either: (i) procure for County the right to continue using the Software;
Infringement Remedy. (a) In the event of a Claim that the Indemnifying Party’s Products, Documentation, Marketing Materials, or Services, or any use, promotion, marketing, distribution, sale, service, or delivery thereof in accordance with this Agreement and the applicable ▇▇▇▇, infringe, misappropriate, or violate any Intellectual Property of a third party, or if any use of any of the Indemnifying Party’s Products, the Documentation, Marketing Materials, or the Services (or any respective component thereof) is enjoined, threatened to be enjoined, or is otherwise the subject of such a Claim, then Indemnifying Party will, at its sole cost and expense, (i) procure for the Indemnified Persons and Indemnified Persons’ Sublicensed Customers and Managed Services Customers the right to continue to use such Indemnifying Party’s Products, Documentation, Marketing Materials, or Services (or component thereof) to the full extent contemplated by this Agreement; or (ii) modify or replace the materials that infringe or are alleged to infringe to make the Indemnifying Party’s Products, the Documentation, Marketing Materials, or the Services, and all of their respective components, non-infringing while providing fully equivalent features and functionality (all of which will be subject to this Agreement).
(b) If, in Indemnifying Party’s discretion, none of the options set forth in Section 19.2(a) are available, then either Party will have the right to terminate this Agreement with respect to the applicable Products or Services immediately.
(c) The remedies set forth in this Section 19.2 are in addition to, and not in lieu of, all other remedies that may be available to the Indemnified Persons under this Agreement or otherwise, including the Indemnified Persons’ right to indemnification pursuant to Section 19.1.
Infringement Remedy. If the Customer is prohibited from using any of the PeoplesHR Services because of an Infringement Claim covered under clause 10.1, then the Company will, at its sole expense and option, either: (a) obtain for the Customer the right to use the allegedly infringing portions of the PeoplesHR Services; (b) modify the allegedly infringing portions of the PeoplesHR Services so as to render them non-infringing without substantially diminishing or impairing their functionality; or (c) replace the allegedly infringing portions of the PeoplesHR Services with non-infringing items of substantially similar functionality. If the Company determines that none of these remedies are commercially reasonable, then either Party may terminate this Agreement, and in such case, the Company will provide a pro-rated refund to the Customer for any prepaid fees received the Company under this Agreement that correspond to the unused portion of the Agreement Term. Without limiting the Company’s obligation to indemnify the Customer as set out in Clause 10.1, the remedy set out in Clause 10.2 is the Customer’s sole and exclusive remedy for any actual or alleged infringement by ▇▇▇▇▇▇▇▇▇ Services of any third-party Intellectual Property Rights.
Infringement Remedy. (a) If any item or process used by Provider to provide the Services and made available to the BFA Recipients becomes, or in Provider’s reasonable opinion is likely to become, the subject of an infringement or misappropriation claim or proceeding, Provider will use Commercially Reasonable Efforts to, in Provider’s sole discretion, take the following actions at no additional charge to such BFA Recipient as soon as reasonably practicable:
(i) secure the right to continue using the item or process;
(ii) replace or modify the item or process to make it non-infringing, provided that the replacement or modification will not degrade performance or quality in any material respect; or
(iii) if neither (i) nor (ii) immediately above is available to Provider on commercially reasonable terms, remove the item or process from the Services and equitably reduce Provider’s charges to reflect such removal, provided that no such removal will diminish the scope of Provider’s obligation to perform the Services hereunder.
(b) Provider’s obligations in this Section 21.4 and its related indemnification obligations under Section 21.1(c) shall be the affected BFA Recipient’s sole rights and remedies in connection with infringement claims described herein. For the purposes of clarification, nothing in this Section 21.4 will limit a BFA Recipient’s ability to seek remedies for Provider’s failure to provide the Services under this Agreement.
Infringement Remedy. (a) In the event of a Claim that the Indemnifying Party’s services, products, or marketing materials, or any use, promotion, marketing, distribution, sale or delivery thereof in accordance with this Agreement, infringe, misappropriate, or violate any intellectual property right of a third party, or if any use of any of such item (or any respective component thereof) is enjoined or threatened to be enjoined, then the Indemnifying Party will, at its sole cost and expense, (i) procure for the Indemnified Persons the right to continue to receive and use such item to the full extent contemplated by this Agreement; or (ii) modify or replace the elements that infringe or are alleged to infringe to make them non-infringing while providing reasonably equivalent services, features and/or functionality (as applicable).
(b) If, in Indemnifying Party’s discretion, none of the options set forth in Section 11.2(a) are commercially practicable, then either Party will have the right to terminate this Agreement with respect to the applicable products or services immediately.
(c) The remedies set forth in this Section 11.2 are in addition to, and not in lieu of, all other remedies that may be available to the Indemnified Persons under this Agreement or otherwise, including the Indemnified Persons’ right to indemnification pursuant to Section 11.1.
Infringement Remedy. If Customer is enjoined or otherwise prohibited from using the Services or a portion thereof based on an allegation that the Services violate any third party Intellectual Property Rights (including a Claim), or if CrowdSense reasonably determines that such prohibition is likely, then CrowdSense will, at its sole expense and option:
(a) obtain for Customer the right to use the allegedly infringing portions of the Services;
(b) modify the allegedly infringing portions of the Services so as to render them non-infringing without substantially diminishing or impairing their functionality; or
(c) replace the allegedly infringing portions of the Services with non-infringing items of substantially similar functionality. If CrowdSense determines that the foregoing remedies are not commercially reasonable, then CrowdSense may terminate the impacted Customer Order, or portion thereof, and will promptly provide a prorated refund to Customer for any prepaid fees received by CrowdSense for any Services that have not yet been performed at the time of termination.
Infringement Remedy. If a Third-Party Action that would entitle Client to indemnification under Section 11.1.2 is made or appears possible, Client shall permit LIV, at LIV’s sole discretion, to (a) modify or replace Vault or the Services, or component or part thereof, to make it non-infringing, or (b) obtain the right for Client to continue to use the item in question. If LIV determines that neither alternative is reasonably available, LIV may terminate this Agreement, either in its entirety or with respect to the affected component or part, effective immediately on written notice to Client. SECTION 11.1.2 AND THIS SECTION 11.4 SET FORTH CLIENT’S SOLE REMEDIES AND LIV’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIM THAT VAULT OR THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. LIV’S LIABILITY UNDER SECTION 11.1.2 AND THIS SECTION 11.4 IS SUBJECT TO THE LIABILITY LIMITS SET FORTH IN Section 12.
Infringement Remedy. Customer’s sole and exclusive remedy for any non-conformance with the warranty in Section 5.1.4 above will be Customer’s defense and indemnification rights under Section 9.1 below, and Customer’s termination rights under Section 8.2 below.