Expedia Clause Samples

Expedia. (i) Expedia shall indemnify and hold harmless Microsoft, its Affiliates and the directors, officers, employees, and agents of the foregoing (each, a "Microsoft Claimant"), from any and all third party claims, demands, actions or causes of action, costs, liabilities, losses, expenses, damages, judgments, awards, charges and amounts paid in settlement (including reasonable attorney's fees, costs and expert witness fees) brought against such Microsoft Claimant to the extent it is based upon a claim that the Expedia Updates infringe any copyright or patent or misappropriate any trade secret of a third party ("Microsoft Claims"). (ii) In the event any third party asserts a claim of infringement with respect to any Expedia Updates or any portion thereof, Expedia shall notify Microsoft promptly and may, at Expedia's expense, replace or modify the Expedia Updates or portion thereof with a version that is non-infringing, provided that the replacement or modified version has substantially equivalent functionality to the version being replaced. (iii) Expedia shall have no obligation to indemnify under this Section 6.2 to the extent a Microsoft Claim arises out of a Microsoft Claimant's continuing use of infringing Expedia Updates after (a) Expedia has provided a non-infringing replacement with substantially equivalent functionality, and (b) the Microsoft Claimant has had a reasonable amount of time to test and implement the replacement version. (iv) In the event a Microsoft Claim is made or filed against a Microsoft Claimant, the Microsoft Claimant shall promptly notify Expedia of the same in writing, and Expedia shall defend, compromise, and/or settle the Microsoft Claim at its expense. Expedia shall not be responsible for the expenses, including counsel fees, of the Microsoft Claimant incurred after Expedia assumes defense of the Microsoft Claim, but the Microsoft Claimant may participate therein and retain counsel at its own expense. Expedia will not be responsible for any settlement made by Microsoft or any Microsoft Claimant without Expedia's written permission, which will not be unreasonably withheld or delayed. Expedia will not consent to the entry of any judgment or enter into any settlement affecting the Microsoft Claimant, to the extent that the judgment or settlement involves more than the payment of money, without the prior consent of the Microsoft Claimant, which consent shall not be unreasonably withheld or delayed. Microsoft and any Microsoft Claimant ...