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or (iii) economic or financial loss and in any instance, to the extent proximately caused by the willful misconduct or any negligent act or omission of the Superion, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the sole negligence or willful misconduct of Customer. The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense Customer incurs or makes to or on behalf of an injured employee under the Customer's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section. • Without limiting the generality of the forgoing , Superion shall indemnify and . defend Customer aga nst, any third-party claim asserting that the Solution , as and when made available to Customer by Superion and when properly used for the purpose and in the manner specitcally authorized by this Agreement, infringes upon any patent, copyrght, trademark, trade secret or other proprietary right of any person (collectively, "IP Rights"). Superion shah have Rio obligation under this Section unless Customer promptly c Ives notice to Superion within ten (10) days after the date Customer first receives notice of the applicable infringement claim (provided that later notice shall relieve Superion of its liability and obEgations under this Section only to the extent that Superion is prejudiced by such later notice) and allows Superion to have sole control of the defense or settlement of the claim, provided that Superion will not admit fault by Customer or agree to any settlement that would impose obligations or restrictions on Customer (other than payment of sums to be paid by Superion under this Section) without Customer's prior written consent. Customer may monitor any such litigation or proceeding Eit its %:xpense, using counsel of its choosing. The remedies provided in this Section are the sole remedies for a claim of infringement or misappropriation hereunder. If any applicable infringement claim is initiated, or in Superion's sole opinion is likely to be initiated . Superion may at its option and expense: (a) modify or replace all or the allegedly infringing part of the Solution so that it is no longer allegedly infringing , provided that the functionality does not change in any material adverse respect; or (b) procure for Customer the right to continue using the allegedly infringing part of the Solution ; or (c) remove all or the allegedly infringing part of the Solution, and (i) if Customer has paid a one-time upfront initial license fee for the applicable Solution, refund to Customer the corresponding portion of the license fee paid by Customer to Superion for the applicable Solution, less a rc.tasonable rental charge equal to one- sixtieth (1 /60) of the initial license fee for each month of use following the date this Agreement is executed (the "Order Execution Date"), or (ii) if Customer is paying for the use of the Solution on a recurring basis, refund to Customer the corresponding portion of the unused recurring fee(s) paid by Customer to Superion ATTY/AGR/2017.226/SPS PROFESSIONAL SERVICES AGREEMENT REV: 09-27-17 PR Page 4 of 13