Common use of Duty to Correct Clause in Contracts

Duty to Correct. If a claim of infringement is brought against Buyer or Buyer reasonably concludes there is a risk that one will be made, in addition to Seller’s indemnification obligation set forth in Section 14, Seller will, at Seller’s sole risk and expense for each infringing or potentially infringing product, service or other material provided by Seller, use best efforts to procure Buyer’s rights to continue directly and indirectly purchasing, using, importing, distributing, leasing, selling, offering for sale and otherwise disposing of the infringing product, service of other material. If Seller has not accomplished the foregoing after using best efforts, Seller will replace the infringing product, service or other material with a non-infringing version of the infringing product, service or other material; and/or modify the infringing product, service or other material so that it becomes non-infringing. Any replacement or modification must provide equivalent form, fit, function, features and performance and meet Seller’s warranties under this Purchase Order. Further, any replaced or modified version of a product, service or other material provided pursuant to this Section 15 shall be deemed a “good” or “service” for purposes of this Purchase Order. Without limiting Seller’s other obligations, if Seller has not accomplished its requirements in the first or second sentences of this Section 15, it will refund to Buyer all amounts paid by Buyer and any of its affiliates in connection with the affected goods or services (and any other goods or services intended to be used with it) to the extent such refund is elected by Buyer.

Duty to Correct. If a claim of infringement is brought against Buyer or Buyer reasonably concludes there is a risk that one will be made, in addition to Seller’s indemnification obligation set forth in Section 14, Seller will, at Seller’s sole risk and expense for each infringing or potentially infringing product, service or other material provided by Seller, use best efforts to procure Buyer’s rights to continue directly and indirectly purchasing, using, importing, distributing, leasing, selling, offering for sale and otherwise disposing of the infringing product, service of other material. If Seller has not accomplished the foregoing after using best efforts, Seller will replace the infringing product, service or other material with a non-infringing version of the infringing product, service or other material; and/or modify the infringing product, service or other material so that it becomes non-non- infringing. Any replacement or modification must provide equivalent form, fit, function, features and performance and meet Seller’s warranties under this Purchase Order. Further, any replaced or modified version of a product, service or other material provided pursuant to this Section 15 shall be deemed a “good” or “service” for purposes of this Purchase Order. Without limiting Seller’s other obligations, if Seller has not accomplished its requirements in the first or second sentences of this Section 15, it will refund to Buyer all amounts paid by Buyer and any of its affiliates in connection with the affected goods or services (and any other goods or services intended to be used with it) to the extent such refund is elected by Buyer.

Duty to Correct. If a claim of infringement is brought against Buyer or Buyer reasonably concludes there is a risk that one will be made, in addition to Seller’s indemnification obligation set forth in Section 14, Seller will, at Seller’s sole risk and expense for each infringing or potentially infringing product, service or other material provided by Seller, use best efforts to procure Buyer’s rights to continue directly and indirectly purchasing, using, importing, distributing, leasing, selling, offering for sale and otherwise disposing of the infringing product, service of other material. If Seller has not accomplished the foregoing after using best efforts, Seller will replace the infringing product, service or of other material with a non-infringing version of the infringing product, service or of other material; and/or modify the infringing product, service or of other material so that it becomes non-infringing. Any replacement or modification must provide equivalent form, fit, function, features and performance and meet Seller’s warranties under this Purchase Order. Further, any replaced or modified version of a product, service or of other material provided pursuant to this Section 15 shall be deemed a “good” or “service” for purposes of this Purchase Order. Without limiting Seller’s other obligations, if Seller has not accomplished its requirements in the first or second sentences of this Section 15, it will refund to Buyer all amounts paid by Buyer and any of its affiliates in connection with the affected goods or services (and any other goods or services intended to be used with it) to the extent such refund is elected by Buyer.