Infringing Work Clause Samples
The 'Infringing Work' clause defines how the parties will address situations where a work provided under the agreement is alleged or found to infringe on the intellectual property rights of a third party. Typically, this clause outlines the responsibilities of the party providing the work, such as defending against infringement claims, replacing or modifying the infringing material, or indemnifying the other party for losses incurred. Its core function is to allocate risk and provide a clear process for resolving intellectual property disputes, thereby protecting both parties from potential legal and financial consequences.
Infringing Work. If the Work furnished hereunder is in any action held to constitute an infringement and its use is enjoined, Developer will, in addition to its obligations under Section 10.1 and Section 10.2, immediately and at its expense either (a) procure for Company the right to continue use, sale, and marketing of the Work or (b) replace or modify the Work with a version of the Work that is non- infringing. If options (a) and (b) are not available to Developer, Developer will refund to Company all amounts paid to Developer by Company hereunder.
Infringing Work. If the Work furnished hereunder is in any action held to constitute an infringement and its use is enjoined, Company will, in addition to its obligations under Section 7.1 and Section 7.2, immediately and at its expense either (a) procure for Microsoft the right to continue use, sale, and marketing of the Work or (b) replace or modify the Work with a version of the Work that is non infringing. If options (a) and (b) are not available to Company, Company will refund to Microsoft all amounts paid to Company by Microsoft hereunder.