Common use of IP Infringement Clause in Contracts

IP Infringement. Subject to Sections 9(b) (Exceptions) Druva, if notified promptly in writing and given authority, control, information and assistance at Druva's expense for defense and settlement of same, shall defend and indemnify Customer against Indemnified Liabilities, in any Third Party Legal Proceeding so far as it is based on a claim that the use of the Software, the Cloud Services, or Cloud Apps furnished under this Agreement infringes a United States patent that has been issued as of the installation or deployment date, as the case may be. If Druva reasonably believes that Customer's use of the Software, the Cloud Services, or the Cloud Apps is likely to be enjoined, or if the Software, the Cloud Services, or the Cloud Apps are held to infringe such patent and all use of such Software, Cloud Services, or the Cloud Apps by Customer is thereby enjoined, Druva shall, at its expense and at its sole option, (i) procure for Customer the right to continue using the Software, Cloud Services, or the Cloud Apps, (ii) replace the Software, Cloud Services, or the Cloud Apps with other non-infringing software or services of substantially equivalent functionality or (iii) modify the Software, Cloud Services, or the Cloud Apps so that there is no infringement, provided that such modified software or services provide substantially equivalent functionality. If, in Druva's opinion, the remedies in clauses (i), (ii) and (iii) above are infeasible or commercially impracticable, Druva may, in its sole discretion, refund Customer, directly or through the reseller with which Customer contracted, a pro-rated amount of the applicable Fees pre-paid by Customer covering the whole months that would have remained, absent such early termination, in the Term following the effective date of such early termination and terminate this Agreement. Customer shall not settle any matter without the prior written approval of Druva.

IP Infringement. Subject to Sections 9(b) (Exceptions) Druva, if notified promptly in writing and given authority, control, information information, and assistance at Druva's ’s expense for defense and settlement of same, shall defend and indemnify Customer Partner against Indemnified Liabilitiesany action, in any Third Party Legal Proceeding suit, or proceeding brought against Partner so far as it is based on a third-party claim that the use of the Software, the Cloud Services, or Cloud Apps Services furnished under this Agreement infringes a United States patent that has been issued as of the installation or deployment date, as the case may be. If Druva reasonably believes that Customer's Partner’s use of the Software, the Cloud Services, or the Cloud Apps Services is likely to be enjoined, or if the Software, the Cloud Services, or the Cloud Apps Services are held to infringe such patent and all use of such Software, Cloud Services, or the Cloud Apps Services by Customer Partner is thereby enjoined, Druva shall, at its expense sole option and at its sole optionexpense, (i) procure for Customer Partner the right to continue using the Software, Cloud Services, or Services pursuant to the Cloud Appsapplicable limited licenses expressly granted by Druva to Partner in Section 2, (ii) replace the Software, Cloud Services, or the Cloud Apps Services with other non-infringing software or services of substantially equivalent functionality functionality, or (iii) modify the Software, Cloud Services, or the Cloud Apps Services so that there is no infringement, provided that such modified software or services provide provides substantially equivalent functionality. If, in Druva's ’s opinion, the remedies in clauses (i), (ii) and (iii) above are infeasible or commercially impracticable, Druva may, in its sole discretion, refund Customer, directly or through to the reseller with which Customer contracted, applicable Customers a pro-rated amount of the applicable Fees pre-paid by Customer such Customers to Druva, through Partner or an Authorized Distributor, covering the whole months that would have remained, absent such early termination, in the Term term of the applicable Customer Agreements following the effective date of such early termination and terminate this Agreementsuch Customer Agreements. Customer Partner shall not settle any matter without the prior written approval of Druva.