BY MAGIC. Magic represents and warrants as follows:
BY MAGIC. During the Exclusivity Period, Magic will not commercially launch a private-labeled or co-branded service similar to the Unified Messaging Services that includes a [**] offering of Magic services with any of the seven (7) companies listed on Exhibit G (Excite Competitors) to. Further, for a [**] period after the Launch Date, Magic shall not engage in technical discussions with any company listed in Exhibit G. Nothing in the foregoing sentence shall prevent senior management of Magic from discussing business terms with the companies listed in Exhibit G during this [**] period. [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
BY MAGIC. Magic will pay Excite [**] of all Net Revenue from the Premium Service. In addition, Magic will pay Excite [**] of all Net Revenue from audio advertising sold by Magic pursuant to Section 5.3.1.
BY MAGIC. Magic will defend, at its own expense, all suits or actions against Excite brought by third parties based upon claims that the Magic Deliverables or the Magic Technology infringes or misappropriates any Intellectual Property Right of a third party, and Magic will pay all amounts agreed to in a monetary settlement of such claims and all damages awarded as a final judgment by a court of competent jurisdiction, subject to the limitations on liability in Section 8 and subject to the conditions that (i) Excite give Magic prompt written notice of the claim, (ii) Excite give Magic sole control of the defense and settlement of the claim, and (iii) Excite cooperate with Magic, at Magic's reasonable request and expense, in the defense or settlement of the claim. Excite may, at its own expense, participate in any such suit or action with counsel of its own choice.
BY MAGIC. Magic agrees that during the Exclusivity Period, Intuit will be the sole and exclusive sponsor of and provider of the personal finance features of the Portico Service and Magic will not directly or indirectly enter into any agreement for the provision of personal finance features nor authorize a third party to refer to itself as a provider or sponsor of personal finance functionality for the Portico Service. It is understood that the foregoing covenant is not intended to restrict Magic from incorporating additional personal finance content or functionality (other than the Intuit Personal Finance Content and the Personal Finance Feature Set) supplied by a third party into the Portico Service, provided that (i) Magic uses commercially reasonable efforts to first obtain such content and/or functionality from Intuit; and (ii) in the event Intuit elects not to provide such feature/content, Magic obtains the consent of any such third party to allow the content or functionality it provides to be identified, in a manner approved by Intuit, as being sponsored by Intuit. It is further understood that Magic may provide a subset of the features and functionality of the Portico Service (excluding the Personal Finance Feature Set) to third party resellers for incorporation into products or services marketed and distributed by such third parties under their own marks and that such third party products and services may contain personal finance content or functionality not provided by Intuit, provided that such third party resellers agree to provide Intuit with the right to be identified as the sponsor of such personal finance content or functionality in a manner approved by Intuit.
BY MAGIC. Magic will defend, at its own expense, all suits or actions against Intuit brought by third parties based upon claims that (A) all versions of the Quicxxx.Xxx Xxxce Service, the Magic Marks, the Magic Deliverables, the Portico Technology, the Portico Service, the Portico Service GUI, or the Portico Service VUI infringes or misappropriates any Intellectual Property Right of a third party or (B) the delivery of the Portico Service and all versions of the Quicxxx.Xxx Xxxce Service (other than the Intuit Personal Financial Content) violates any law and Magic will pay all amounts agreed to in a monetary settlement of such claims and all damages awarded as a final judgment by a court of competent jurisdiction, subject to the limitations on liability in SECTION 5.10 and subject to the conditions that (i) Intuit give Magic prompt written notice of the claim, (ii) Intuit give Magic sole control of the defense and settlement of the claim, and (iii) Intuit cooperate with Magic, at Magic's 13 14 reasonable request and expense, in the defense or settlement of the claim. Intuit may, at its own expense, participate in any such suit or action with counsel of its own choice.
BY MAGIC. Magic will defend, at its own expense, the following suits or actions against Qwest:
BY MAGIC. Subject to Section 9.2, Magic will defend, at its own expense, all suits or actions based upon claims that the Developed Applications, excluding Third Party Technology, and features or content provided by GSN or third parties, or implemented at GSN's request or in accordance with GSN's instructions, infringe any U.S. patent, U.S. copyright or U.S. trade secret (recognized under the Uniform Trade Secret Act) of a third party. Magic will pay all amounts agreed to in a monetary settlement of the foregoing suits and actions and all damages awarded as a final judgment by a court of competent jurisdiction, and subject to the conditions that (i) GSN gives Magic prompt written notice of the claim, (ii) GSN gives Magic sole control of the defense and settlement of the claim, and (iii) GSN cooperates with Magic, at Magic's reasonable request and expense, in the defense or settlement of the claim. GSN may, at its own expense, participate in any such suit or action with counsel of its own choice.
