Common use of Obligation to Replace Clause in Contracts

Obligation to Replace. In the event that any use of the Services, any technology used to provide the Services, or any item provided to Chordiant by Supplier or Supplier Agents, is, or in Chordiant’s opinion is likely to be, (i) found to infringe upon or misappropriate the Intellectual Property Rights of any third party or (ii) enjoined, Supplier shall, with Chordiant’s consent and at Supplier’s own cost and expense and in such a manner as to minimize disturbance to Chordiant’s business activities: (a) obtain for Chordiant the right to continue using the Services, any technology used to provide the Services, or any item provided to Chordiant by Supplier or Supplier Agents; or (b) modify the Services, any technology used to provide the Services, or any item provided to Chordiant by Supplier or Supplier Agents, so that it is no longer infringing (provided that such modification does not adversely affect Chordiant’s intended use as contemplated by this Agreement); or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (c) replace the Services, any technology used to provide the Services, or any item provided to Chordiant by Supplier or Supplier Agents with a non-infringing functional equivalent. In addition to the remedies set forth above, Supplier shall remain responsible for providing Services in accordance with this Agreement. If Supplier is unable to provide Services or to implement a work around for the provision of Services, then Chordiant may, upon notice to Supplier, obtain from a third party or itself provide those Services which Supplier failed to provide, and an equitable adjustment shall be made to the Fees.

Obligation to Replace. In the event that any use of the Services, any technology used to provide the Services, or any item provided to Chordiant by Supplier or Supplier Agents, is, or in Chordiant’s opinion is likely to be, (i) found to infringe upon or misappropriate the Intellectual Property Rights of any third party or (ii) enjoined, Supplier shall, with Chordiant’s consent and at Supplier’s own cost and expense and in such a manner as to minimize disturbance to Chordiant’s business activities: (a) obtain for Chordiant the right to continue using the Services, any technology used to provide the Services, or any item provided to Chordiant by Supplier or Supplier Agents; or (b) modify the Services, any technology used to provide the Services, or any item provided to Chordiant by Supplier or Supplier Agents, so that it is no longer infringing (provided that such modification does not adversely affect Chordiant’s intended use as contemplated by this Agreement); or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.or (c) replace the Services, any technology used to provide the Services, or any item provided to Chordiant by Supplier or Supplier Agents with a non-infringing functional equivalent. In addition to the remedies set forth above, Supplier shall remain responsible for providing Services in accordance with this Agreement. If Supplier is unable to provide Services or to implement a work around for the provision of Services, then Chordiant may, upon notice to Supplier, obtain from a third party or itself provide those Services which Supplier failed to provide, and an equitable adjustment shall be made to the Fees.