Common use of Replacement or Modification Clause in Contracts

Replacement or Modification. In the event that the Services (or any part thereof) infringes the Intellectual Property Rights of a third party, Supplier may (at its sole discretion and expense): a) modify or replace any part of the Service so that it ceases to be infringing; or b) procure for Customer the right to continue to use the infringing Services (or any component part thereof). If after a reasonable amount of time Supplier does not provide Customer with one of the options above either party may terminate the Order for the infringing Services with immediate effect and Supplier will issue a pro-rata refund to Customer for any prepaid Fees for the affected part of the Services covering the remainder of the Term. Subject to Supplier’s indemnity for IP Claims in Section 10.1, this Section 10.3 states Customer’s sole and exclusive rights and remedies in respect of any intellectual property infringement of the Services under this Agreement.

Replacement or Modification. In the event that If the Services (or any part thereof) infringes the Intellectual Property Rights of a third partyparty (or Supplier reasonably believes such is likely), Supplier may (at its sole discretion and expense): a) modify or replace any part of the Service so that it ceases to be infringing; or b) procure for Customer the right to continue to use the infringing Services (or any component part thereof). If after a reasonable amount of time Supplier does not provide Customer with one of the options above either party may terminate the Order for the infringing Services with immediate effect and Supplier will issue a pro-rata refund to Customer for any prepaid Fees for the affected part of the infringing Services covering the remainder of the Term. Subject to Supplier’s indemnity for IP Claims in Section 10.1, this Section 10.3 states Customer’s sole and exclusive rights and remedies in respect of any intellectual property infringement of the Services under this Agreement.

Replacement or Modification. In the event that If the Services (or any part thereof) infringes become, or in Supplier's opinion are likely to become, the Intellectual Property Rights subject of a third partyan IP Claim, Supplier may (at its sole discretion and expense): a) modify or replace any part of the Service so that it ceases to be infringing; or b) procure for Customer the right to continue to use the infringing Services (or any component part thereof). If after a reasonable amount of time Supplier does not provide Customer with one of the options above either party may terminate the Order for the infringing Services with immediate effect and Supplier will issue a pro-rata refund to Customer for any prepaid Fees for the affected part of the infringing Services covering the remainder of the Term. Subject to Supplier’s indemnity for IP Claims in Section 10.1, this Section 10.3 states Customer’s sole and exclusive rights and remedies in respect of any intellectual property infringement of the Services under this Agreement.