Common use of Expedia Clause in Contracts

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 shall provide information, assistance and authority, at Microsoft's expense, to help Expedia defend, compromise or settle such Microsoft Claim. (v) Expedia shall indemnify and hold harmless any Microsoft Claimant from and against any foreign, U.S. federal, state, local, municipal or other governmental taxes, duties, levies, fees, excises or tariffs, arising as a result of or in connection with the transactions contemplated under this Agreement (other than with respect to the use of and payments for ExpediaMaps Services pursuant to Sections 2.4 and 4.3 hereof) including, without limitation, any state or local sales or use taxes or any value added tax or business transfer tax now or hereafter imposed on or with respect to such transactions. All such taxes (and any penalties, interest, or other additions to any such taxes), with the exception of taxes imposed on Microsoft's net income or with respect to Microsoft's property ownership, shall be the financial responsibility of Expedia. Expedia agrees to indemnify, defend and hold Microsoft harmless from any claims, causes of action, costs (including, without limitation, reasonable attorneys' fees) and any other liabilities of any nature whatsoever related to such taxes. This section shall govern the treatment of all taxes arising as a result of or in connection with this Agreement (other than with respect to the use of and payments for ExpediaMaps Services pursuant to section 2.4 and 4.3 hereof) notwithstanding any other section of this Agreement.

Expedia. (i) Expedia shall indemnify and hold harmless Microsoft, its Affiliates and the directors, officers, employees, and agents of the foregoing (each, a an "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 an Expedia Icon or the Expedia Updates infringe any copyright copyright, trademark, trade dress, privacy right, publicity right or patent patent, or misappropriate any trade secret of a third party party, or constitutes unfair competition or unfair trade practices ("Microsoft Claims"). (ii) In the event any third party asserts a claim of infringement with respect to any Expedia Icon or Expedia Updates or any portion thereof, Expedia shall notify Microsoft promptly and may, at Expedia's expense, replace or modify the Expedia Icon or 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 Icon or 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 shall provide information, assistance and authority, at Microsoft's expense, to help Expedia defend, compromise or settle such Microsoft Claim. (v) Expedia shall indemnify and hold harmless any Microsoft Claimant from and against any foreign, U.S. federal, state, local, municipal or other governmental taxes, duties, levies, fees, excises or tariffs, arising as a result of or in connection with the transactions contemplated under this Agreement (other than with respect to the use of and payments for ExpediaMaps Services pursuant to Sections 2.4 and 4.3 hereofExpediaMaps) including, without limitation, any state or local sales or use taxes or any value added tax or business transfer tax now or hereafter imposed on or with respect to such transactions. All such taxes (and any penalties, interest, or other additions to any such Microsoft Confidential taxes), with the exception of taxes imposed on Microsoft's net income or with respect to Microsoft's property ownership, shall be the financial responsibility of Expedia. Expedia agrees to indemnify, defend and hold Microsoft harmless from any claims, causes of action, costs (including, without limitation, reasonable attorneys' fees) and any other liabilities of any nature whatsoever related to such taxes. This section shall govern the treatment of all taxes arising as a result of or in connection with this Agreement (other than with respect to the use of and payments for ExpediaMaps Services pursuant to section 2.4 and 4.3 hereofExpediaMaps) notwithstanding any other section of this Agreement.