Company’s Defense Obligations. Company will defend Microsoft against any Third Party Claims. If there is an adverse final judgment (or settlement to which Company consents) resulting from any Third Party Claims, Company will pay it for Microsoft. Microsoft will promptly notify Company in writing of the Third Party Claim, specify the nature of the claim and the relief the third party seeks. Microsoft will give Company reasonable assistance in defending the Third Party Claim. At Microsoft’s option and cost, Microsoft may participate in the selection of counsel, defense and settlement of any Third Party Claims covered by this section. If Microsoft decides to do this, Company and Microsoft will work together in good faith to reach decisions about which both parties agree. Company must have Microsoft’s written consent before settling any Third Party Claim. Microsoft will not unreasonably withhold Microsoft’s consent. “Third Party Claim” means any third party claims or allegations against Microsoft that arise out of or are connected with any default or breach or alleged default or breach of this Agreement by Company, Company’s sale or distribution of any Product, or any other act or omission by Company, such as those claims identified in section 10(d)(ii).
Appears in 6 contracts
Samples: Microsoft Cloud Reseller Agreement, Microsoft Cloud Reseller Agreement, Cloud Reseller Agreement
