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).
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 “misappropriation” will mean intentionally unlawful use and “trade secret” will mean “undisclosed information” as specified in Article 39.2 of the TRIPs agreement. 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, 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 immediately. If, as a result of an infrin...
DEFENSE OF INFRINGEMENT AND MISAPPROPRIATION CLAIMS. Microsoft will defend you
DEFENSE OF INFRINGEMENT AND MISAPPROPRIATION CLAIMS a. Microsoft’s agreement to protect. Microsoft will defend Enrolled Affiliate 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 Enrolled Affiliate’s exclusive remedy for these claims.
b. Limitations on defense obligation. Microsoft’s obligations will not apply to the extent that the claim or award is based on:
(i) Customer Data, code, or materials provided by Enrolled Affiliate as part of an Online Service;
(ii) Enrolled Affiliate’s use of the Product or Fix after Microsoft notifies it to discontinue that use due to a third party claim;
(iii) Enrolled Affiliate’s combination of the Product or Fix with a non-Microsoft product, data or business process;
(iv) damages attributable to the value of the use of a non-Microsoft product, data or business process;
(v) modifications that Enrolled Affiliate makes to the Product or Fix;
(vi) Enrolled Affiliate’s redistribution of the Product or Fix to, or its use for the benefit of, any unaffiliated third party, except as expressly permitted by the Product Use Rights;
(vii) Enrolled Affiliate’s use of Microsoft’s trademark(s) without express written consent to do so; or
(viii) any Trade Secret claim, where Enrolled Affiliate acquires the Trade Secret (1) through improper means; (2) under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (3) 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.
c. Specific rights and remedies in case of infringement.
(i) Microsoft’s rights in addressing possible infringement. If Microsoft receives information concerning an infringement claim related to a Product or Fix, Microsoft may, at its expense and without obligation to do so, either:
1) procure for Enrolled Affiliate the right to continue to use the allegedly infringing Product or Fix; or
2) modify the Product or Fix, or replace it with a functional equivalent, to make it non- infringing, in which case Enrolled Affiliate will immediately cease use of the allegedly infringing Product or Fix after receiving notice from Microsoft.
(ii) Enrolled Affiliate’s specific remedy i...
DEFENSE OF INFRINGEMENT AND MISAPPROPRIATION CLAIMS. 11.1 Agreement to protect. Aurigo 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.
11.2 What Customer must do: Customer must notify Aurigo promptly in writing of the claim and give Aurigo control over its defense or settlement, while participating with Customer. Aurigo will work collaboratively with Customer’s designated representative to process the claim. Customer designated representative must provide Aurigo with reasonable assistance in defending the claim. Aurigo will reimburse Customer for reasonable out of pocket expenses that it incurs in providing that assistance.
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.
b. Limitations on defense obligation. Microsoft’s obligations under (a)(i) above will not apply to the extent that the claim or award is based on:
(i) Customer Data, non-Microsoft software, modifications Institution makes to, or any specifications or materials Institution provides or makes available for, a Product or Fix;
(ii) Organization’s combination of a Product or Fix with a non-Microsoft product, data or business process; or the use of a non-Microsoft product, data or business process;
(iii) Organization’s use of either Microsoft’s trademarks or the use or redistribution of a Product or Fix in violation of this agreement or any agreement incorporating its terms; or
(iv) Organization’s use of a Product or Fix after Microsoft notifies Institution to discontinue that use due to a third party claim.
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).
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. 10.1 Agreement to protect. Aurigo will defend Customer against any claims made by an unaffiliated third party that any Services or Client Software infringes that third party’s patent, copyright or trademark or makes intentional unlawful use of its trade secrets or confidential 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.
10.2 What Customer must do: Customer must notify Aurigo promptly in writing of the claim and give Aurigo control over its defense or settlement of the claim. Aurigo will work with Customer’s designated representative to process and defend against the claim. Customer’s designated representative must provide Aurigo with reasonable assistance in defending the claim. Aurigo will reimburse Customer for reasonable out of pocket expenses that it incurs in providing that assistance, but Aurigo will not be liable to Customer for any attorney fees of counsel hired by Customer unless Aurigo has expressly agreed to pay such fees in advance and in writing.
