By Inktomi. Inktomi shall, at [*] and Microsoft's request, defend ------- [*] or action brought against Microsoft, and [*] and [*], which, [*], would constitute a [*] of any [*] or [*] made by Inktomi under this Agreement, and Inktomi will [*] and [*] Microsoft [*] any [*], [*] and [*] incurred by Microsoft, including but [*] to [*] of [*] and [*], that are attributable to such claim. Microsoft shall: (i) provide Inktomi reasonably prompt notice in writing of any such claim or action and [*], through [*] to Microsoft and Inktomi, to [*] and [*] such claim or action; and (ii) provide Inktomi [*] and [*], at [*], to [*] Inktomi to [*] such claim or action. Inktomi will [*] for any [*] by [*] without [*], which [*] will [*].
By Inktomi. Inktomi represents and warrants that it has full power and authority to enter into this Agreement.
By Inktomi. The Term will extended to April 30, 2003.
By Inktomi. Inktomi warrants and represents that: ----------
(a) It has the full power to enter into this Agreement and to grant the rights set forth herein;
(b) It has not previously and will not grant any rights in the Inktomi Technology, the Product, the Derivative Technology or Deliverables to any third party that are inconsistent with this Agreement (including without limitation pursuant to agreements with [*]);
(c) Except for the portion thereof consisting of Microsoft Technology (if any), (i) the Deliverables and Derivative Technology [*], or [*] held by [*], and Inktomi has [*] of [*] of any [*], and (ii) the operation of the Deliverables and Derivative Technology as part of the Product as intended under this Agreement and/or the Information Services Agreement of even date herewith [*], or [*] held by any third party, and Inktomi has [*] of [*] of any [*];
(d) The Deliverables, Product and Derivative Technology will [*] throughout the Term; provided, however, that a [*] and [*] to so perform will not be deemed to be a material breach hereunder;
(e) The Product [*] to the extent Microsoft requires throughout the Term, [*] with the [*] set forth in [*] (which is appended hereto and incorporated herein by this reference); and
(f) The Derivative Technology, Deliverables and Product will be created by employees of Inktomi within the scope of their employment and under obligation to assign inventions to Inktomi, and/or by independent contractors under written obligations to assign all rights in the Derivative Technology, Deliverables and Product to Inktomi.
By Inktomi. Inktomi warrants and represents that: ----------
(a) It has the full power to enter into this Agreement and to grant the rights set forth herein;
(b) It has not previously and will not grant any rights in the Inktomi Technology or Deliverables to any third party that are inconsistent with the rights granted to Microsoft herein; without limiting the generality of the foregoing, Inktomi represents and warrants that it has the [*] to [*] [*] as required hereunder, and that providing such search results will not violate any terms and conditions of other agreements entered into by Inktomi with any third party (including but not limited to agreements with [*] and [*]); and
(c) The operation of the Product by Inktomi to provide [*] [*] as required hereunder [*] and [*] [*], or [*] held by [*], and Inktomi has [*] of [*] of [*] such [*].
By Inktomi. Inktomi shall, at its expense and N2H2's request, defend any third party claim or action brought against N2H2, and N2H2 subsidiaries, affiliates, directors, officers, employees, agents and independent contractors, which, if true, would constitute a breach of any warranty, representation or covenant made by Inktomi under this Agreement, and Inktomi and hold N2H2 harmless from and against any costs, damages and fees reasonably incurred by N2H2, including but not limited to fees of attorneys and other professionals, that are attributable to such claim. N2H2 shall: (a) provide Inktomi reasonably prompt notice in writing of any such claim or action and permit Inktomi, through counsel mutually acceptable to N2H2 and Inktomi, to answer and defend such claim or action; and (b) provide Inktomi information, assistance and authority, at Inktomi's expense, to help Inktomi to defend such claim or action. Inktomi will not be responsible for any settlement made by N2H2 without Inktomi's written permission, which permission will not be unreasonably withheld.
By Inktomi. Inktomi shall, at its expense and Customer's request, defend any third party claim or action brought against Customer, and Customer's subsidiaries, affiliates, directors, officers, employees, agents and independent contractors, which, if true, would constitute a breach of any warranty, representation or covenant made by Inktomi under this Agreement, and Inktomi will indemnify and hold Customer harmless from and against any costs, damages and fees reasonably incurred by Customer, including but not limited to fees of attorneys and other professionals, that are attributable to such claim. Customer shall: (i) provide Inktomi reasonably prompt notice in writing of any such claim or action and permit Inktomi, through counsel mutually acceptable to Customer and Inktomi, to answer and defend such claim or action; and (ii) provide Inktomi information, assistance and authority, at Inktomi's expense, to help Inktomi to defend such claim or action. Inktomi will not be responsible for any settlement made by Customer without Inktomi's written permission, which permission will not be unreasonably withheld.
By Inktomi. Inktomi shall, at its expense and Customer's request, defend any third party claim or action brought against Customer, and Customer's subsidiaries, affiliates, directors, officers, employees, agents and independent contractors, which, (a) if true, would constitute a breach of any warranty, representation or covenant made by Inktomi under this Agreement, or (b) arises from Inktomi's failure to remove a link from the Inktomi Search Result Data after receiving a written (email acceptable) removal request from Customer and confirmed to Customer in writing (email acceptable) that such link has been removed, and Inktomi will indemnify and hold Customer harmless from and against any costs, damages and fees reasonably incurred by Customer, including but not limited to fees of attorneys and other professionals, that are attributable to such claim. Customer shall: (i) provide Inktomi reasonably prompt notice in writing of any such claim or action and permit Inktomi, through counsel mutually acceptable to Customer and Inktomi, to answer and defend such claim or action; and (ii) provide Inktomi information, assistance and authority, at Inktomi's expense, to help Inktomi to defend such claim or action. Inktomi will not be responsible for any settlement made by Customer without Inktomi's written permission, which permission will not be unreasonably withheld. Inktomi shall have no indemnification obligations under Section 7.1(b) to the extent that all or some of the offending content from a link removed from Inktomi Search Result Data appears in another link that has not otherwise been identified by Customer as a link to be removed from Inktomi Search Result Data.
By Inktomi. Inktomi shall, at its expense and N2H2's request, defend any third party claim or action brought against N2H2, and N2H2's subsidiaries, affiliates, directors, officers, employees, agents and independent contractors ("N2H2 Parties"), which, if true, would constitute a breach of any warranty, representation or covenant made by Inktomi under this Agreement, and Inktomi shall hold N2H2 Parties and/or N2H2 Customers ("Indemnified Party") (as the case may be) harmless from and against any costs, damages and fees reasonably incurred by an Indemnified Party, including but not limited to fees of attorneys and other professionals, that are attributable to such claim. N2H2 shall: (a) provide Inktomi reasonably prompt notice in writing of any such claim or action and permit Inktomi, through counsel mutually acceptable to N2H2 and Inktomi, to answer and defend such claim or action; and (b) provide Inktomi information, assistance and authority, at Inktomi's expense, to help Inktomi to defend such claim or action. Inktomi will not be responsible for any settlement made by N2H2 without Inktomi's written permission, which permission will not be unreasonably withheld.
By Inktomi. In consideration of the licenses granted under this ----------- Agreement:
(a) Inktomi shall pay Powerize a nonrefundable annual fee of: [*] ("License Fee"). The License Fee shall be paid by Inktomi as follows: [*] All subsequent License Fees shall be paid monthly thereafter; and
(b) Inktomi shall pay Powerize the greater of: [*]for Web pages of Subscribers containing content from the Title Database. Web pages: (x) displayed for test or demonstration purposes; or (y) displaying no results from the Title Database shall not be counted for purposes of calculating the fees in this Section.
