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'.- 1II GENERAL PROVISIONS 20. Infringement Remedies Ifa Stop-Use Event (as defined in Section 20.5) occurs with respect to an item of Software or a Deliverable, we will take the actions set forth in one or more of Plans A through C below, at our option and expense, subject to the limitations in the notes in Section 20.4 below: 20.1 Plan A 20.2 Plan B 20.3 Plan C 2004 Notes to In- fringement Remedies We will modify or replace the Software or Deliverable with a non~infringing substitute which, in all material respects, perfonns the same functions as the replaced Software or Deliverable [Note I}. We will procure for you the right to continue using the Software or Deliverable at our expense. If in our judgment neither Plan A or Plan B is commercially feasible, we will direct you to stop us- ing the Software or Deliverable {Note I} and refund: a) a prorated amount (Note 2] of (i) the license fee that you paid for your License to use the item of Software in question, and/or (ii) an equitable portion of the consulting-services fees you paid for the Services which created the Deliverable in question, plus b) in the case of an item of Software, any unused maintenance fee you paid for the then-current maintenance period, computed as of the date we direct you to stop using the Software. Note I: Ifwe proceed under either Plan A or Plan B, we will not be responsible for any infringing use that you may make of the Software or Deliverable in question, beginning a reasonable time thereafter (to pennit you to achieve an orderly transition). Note 2: The pro-ration will be computed, as of the date we direct you to stop using the Software or Deliverable in question over a period of 36 months30 beginning with (i) the Delivery Date of the Software, and/or (ii) the date of completion of the SOW under which the Deliverable was created. 20.5 Stop-Use Events The Stop-Use Events are defined as the following: a) A COUll of competentjunsdiction enjoins you from using an item of Software or a Deliverable as a result of a third-party infringement claim for which we have a defense or indemnity obligation hereunder, and we are unable to have the injunction stayed or overturned, or b) we settle such claim on terms that would require you to stop using such item ofSofuvare or De~ Iiverable, or c) we determine, in our reasonable discretion, that you should stop using such item ofSofuvare or Deliverable because of such claim or potential claim. 30 Section 20.4, Note 2: We commit to refunding the full remaining value of your license fee, computed using the standard 36- month amortizarion period established by the u.s. Internal Revenue Service. BINDVIEW CUSTOMER AGREEMENT 95-3172 PAGE 25