Dell Covenant. Dell, on behalf of itself and its current and future Controlled Affiliates (collectively, the “Dell Parties”), hereby covenants and agrees that none of the Dell Parties shall, at any time during the Term, bring, assert, pursue, maintain, or provide funding or advice in support of, any Action (or join as a party to any such Action to support any of the allegations in clauses (a)-(c) below) anywhere in the world against: (a) VMware or its current and future Controlled Affiliates (collectively, the “VMware Parties”), alleging that the making, having made, use, offer for sale, importation or sale of any of the VMware Parties’ Captured Products by the VMware Parties infringes, or induces or contributes to the infringement of, the Dell Patents; (b) current or future (both direct and indirect) customers of the VMware Parties (collectively, “VMware Customers”), alleging that the use of the VMware Parties’ Captured Products by the VMware Customers infringes, or induces or contributes to the infringement of, the Dell Patents; or (c) current or future channel partners, resellers, authorized VMware Customers, and other distributors of the VMware Parties’ Captured Products (collectively, “VMware Distributors”), alleging that such VMware Distributors’ distribution, use, offer for sale, importation or sale of the VMware Parties’ Captured Products, made pursuant to agreements between such VMware Distributors and the VMware Parties, infringes, or induces or contributes to the infringement of, the Dell Patents, whether such Captured Products are distributed, used, offered for sale, imported, or sold on a standalone basis or as part of a bundled, combination, or integrated solution or product suite.
