Common use of Good and Workmanlike Manner Clause in Contracts

Good and Workmanlike Manner. Onsharp represents and warrants to Customer that all services provided hereunder will be performed to the best of its ability in a good and workmanlike manner. Non-Infringement Warranty – Onsharp represents and warrants to Customer that the Custom Work Product and any embedded software, when properly used as contemplated herein, will not infringe or misappropriate any United States copyright, trademark, patent, or other trade secrets of any third persons. Upon being notified of such a claim, Onsharp shall at its cost (i) defend through litigation or obtain through negotiation the right of Customer to continue using the Customer Work Product, (ii) rework the Custom Work Product so as to make it non-infringing while preserving the original functionality, or (iii) replace the Custom Work Product with functionally equivalent software. If Customer determines that none of the foregoing alternatives provide an adequate remedy, Customer may terminate all or any part of this Agreement and, in addition to other relief, recover amount paid for such Custom Work Product. Optional Ongoing Maintenance – If required by Customer, Onsharp shall provide additional ongoing maintenance services pursuant to a separate maintenance agreement in order to fix future problems and enhance the Custom Work Product. The fees for such maintenance services shall be negotiated between the parties.