Common use of Microsoft’s offerings Clause in Contracts

Microsoft’s offerings. If Microsoft reasonably believes that a Product or Fix may infringe or misappropriate an unaffiliated third-party’s intellectual property rights, Microsoft will seek to: (1) procure for Enrolled Customer the right to continue to use the Product or Fix; or (2) modify or replace it with a functional equivalent to make it non-infringing and notify the State of New York and Enrolled Customer to discontinue use of the prior version, which Enrolled Customer must do immediately. If the foregoing options are not commercially reasonable for Microsoft, or if required by a valid judicial or government order, Microsoft may terminate Enrolled Customer’s license or access rights in the Product or Fix. In such a case, Microsoft will provide the State of New York and Enrolled Customer with notice and refund any amounts Enrolled Customer has paid for those rights to the Product or Fix (or for Online Services, any amount Enrolled Customer has paid in advance for unused Online Services).