DEFENSE OF INFRINGEMENT AND MISAPPROPRIATION CLAIMS. Microsoft will defend you against any claims made by an unaffiliated third party that the software infringes its patent, copyright or trademark or misappropriates its trade secret, and will pay the amount of any resulting adverse final judgment (or settlement to which Microsoft consents). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance in defending the claim, and Microsoft will reimburse you for reasonable out of pocket expenses that you incur in providing that assistance. The terms “misappropriation” and “trade secret” are used as defined in the Uniform Trade Secrets Act, except in the case of claims arising outside the United States, in which case “trade secret” will mean “undisclosed information” as described in Article 39.2 of the TRIPs agreement and “misappropriation” will mean intentionally unlawful use. Our obligations will not apply to the extent that the claim or adverse final judgment is based on (i) your use of the software after Microsoft notifies you to discontinue use due to such a claim; (ii) your combining the software with a non-Microsoft product (hardware, software or service), data or business process including third party add-ons or programs; (iii) damages attributable to the value of the use of a non-Microsoft product, data or business process; (iv) your altering or modifying the software, including any modifications by third parties; (v) your distribution of the software to, or its use for the benefit of, any third party; (vi) your use of Microsoft trademark(s) without express written consent to do so; or (vii) for any trade secret claim, your acquiring a trade secret (a) through improper means; (b) under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (c) from a person (other than Microsoft or its affiliates) who owed to the party asserting the claim a duty to maintain the secrecy or limit the use of the trade secret. You will reimburse us for any costs or damages that result from these actions. If Microsoft receives information concerning an infringement or misappropriation claim related to the software, Microsoft may, at its expense and without obligation to do so, either (i) procure for you the right to continue to run the software, or (ii) modify the software or replace it with a functional equivalent, to make it non-infringing, in which case you will stop running the software immediatel...
DEFENSE OF INFRINGEMENT AND MISAPPROPRIATION CLAIMS. 11.1 Agreement to protect. Xxxxxx will defend Customer against any claims made by an unaffiliated third party that any Service or Client Software infringes that party’s patent, copyright or trademark or makes intentional unlawful use of its trade secret or undisclosed information. Aurigo will also pay the amount of any resulting adverse final judgment (or settlement to which Aurigo consents). This Section provides Customer’s exclusive remedy for these claims.
DEFENSE OF INFRINGEMENT AND MISAPPROPRIATION CLAIMS a. Microsoft’s agreement to protect. Microsoft will defend Customer against any claims made by an unaffiliated third party that any Product or Fix that is made available by Microsoft for a fee infringes that party’s patent, copyright, or trademark or makes intentional unlawful use of its Trade Secret. Microsoft will also pay the amount of any resulting adverse final judgment (or settlement to which Microsoft consents). This section provides Customer’s exclusive remedy for these claims.
DEFENSE OF INFRINGEMENT AND MISAPPROPRIATION CLAIMS. Microsoft will defend you against any claims made by an unaffiliated third party that the software infringes its patent, copyright or trademark or misappropriates its trade secret, and will pay the amount of any resulting adverse final judgment (or settlement to which Microsoft consents). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance in defending the claim, and Microsoft will reimburse you for reasonable out of pocket expenses that you incur in providing that assistance. The terms “misappropriation” and “trade secret” are used as defined in the Uniform Trade Secrets Act, except in the case of claims arising outside the United States, in which case “trade secret” will mean “undisclosed information” as described in Article 39.2 of the TRIPs agreement and
DEFENSE OF INFRINGEMENT AND MISAPPROPRIATION CLAIMS a. Our agreement to protect. We will defend you against any claims made by an unaffiliated third party that the Online Service infringes that party’s patent, copyright or trademark or makes intentional unlawful use of its trade secret. We will also pay the amount of any resulting adverse final judgment (or settlement to which we consent). This Section provides your exclusive remedy for these claims.
DEFENSE OF INFRINGEMENT AND MISAPPROPRIATION CLAIMS. 13.1 Agreement to protect. I n d e m n i f i c a t i o n w ill be handle d i n acc o r d ance w i th Append ix A, S ect ion 10A of D I R C o nt ra ct No . DIR - T S O- 33 87 .
DEFENSE OF INFRINGEMENT AND MISAPPROPRIATION CLAIMS. Subject to the other terms in this Section 16, Serenic will defend you against any claims made by an unaffiliated third party that the use of the Software by you infringes such third party’s patent, copyright or trademark in the United States or Canada, or misappropriates such third party’s trade secret, and Serenic will pay the amount of any resulting adverse final judgment (or settlement to which Serenic consents). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. Our obligations in this section do not apply to the extent that you have not provided us with prompt notice or have not given us control over the defense of the claim and your actions have adversely affected our ability to fulfill our obligations. You agree to provide us with reasonable assistance in defending the claim, and Serenic will reimburse you for reasonable out of pocket expenses that you incur in providing that assistance. The terms “misappropriation” and “trade secret” are used as defined in the United States Uniform Trade Secrets Act, except in the case of claims arising outside the United States, in which case
DEFENSE OF INFRINGEMENT AND MISAPPROPRIATION CLAIMS. 17 15. Limitations and exclusions on damages. 18 16. Verifying compliance. 19 17. Work at home rights. 19 18. Distributing media. 19
DEFENSE OF INFRINGEMENT AND MISAPPROPRIATION CLAIMS a. Microsoft’s agreement to protect. Microsoft will defend Institution against any claims made by an unaffiliated third party that (i) any Product or Fix made available by Microsoft for a fee infringes that party’s patent, copyright or trademark or makes unlawful use of its Trade Secret or (ii) arising from Microsoft’s provision of an Online Service in violation of laws applicable to Microsoft as a service provider. Clause (ii) will not apply to (A) any laws or regulations applicable to Institution or Institution’s industry that are not also generally applicable to information technology security providers, and (B) any violations of laws or regulations related to a claim covered under clause (i). Microsoft will also pay the amount of any resulting adverse final judgment (or settlement to which Microsoft consents). This Section 14 provides Institution’s exclusive remedy for these claims.
DEFENSE OF INFRINGEMENT AND MISAPPROPRIATION CLAIMS. SOFTERA will defend you against any claims made by an unaffiliated third party that the software infringes its patent, copyright or trademark or misappropriates its trade secret, and will pay the amount of any resulting adverse final judgment (or settlement to which SOFTERA consents). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance in defending the claim, and SOFTERA or its appointed third party will reimburse you for reasonable out of pocket expenses that you incur in providing that assistance. The terms “misappropriation” and “trade secret” are used as defined in the Uniform Trade Secrets Act, except in the case of claims arising outside the United States, in which case “trade secret” will mean “undisclosed information” as described in Article 39.2 of the TRIPs agreement and “misappropriation” will mean intentionally unlawful use. Our obligations will not apply to the extent that the claim or adverse final judgment is based on (i) your use of the software after SOFTERA notifies you to discontinue use due to such a claim; (ii) your combining the software with a non- Microsoft product (hardware, software or service), data or business process including third party add-ons or programs;
