Common use of Dell Intellectual Property Indemnity Clause in Contracts

Dell Intellectual Property Indemnity. Dell will: (a) defend Partner against any third party claim that Offerings (but excluding Third Party Products, any Products provided for evaluation or without charge, and open source software) infringe that Party’s patent, copyright or trade secret enforceable in the country where Partner purchased the Product from Dell (“Claim” or “Dell Indemnified Claim”); and (b) indemnify Partner by paying: (1) the resulting costs and damages finally awarded against Partner by a court of competent jurisdiction to the extent that such are the result of the third party Claim; or (2) the amounts stated in a written settlement negotiated and approved by Dell. In addition, should any Offering become, or in Dell’s opinion be likely to become, the subject of such a Claim, Dell may, at its expense and in its discretion: (a) obtain a right for Partner to continue using the affected Offering; (b) modify the affected Offering to make them non-infringing; (c) replace the affected Offering with non-infringing substitutes; (d) provide a reasonable depreciated or pro rata refund for the affected Product; or (e) discontinue the Support Services or Subscriptions and refund the portion of any prepaid Support Service fees or Subscription fees that correspond to the period of Support Services or Subscriptions discontinuance. Except as otherwise provided by applicable law, this Dell Indemnity section states Partner’s exclusive remedies for any third party intellectual property claim relating to Offerings, and nothing in this Agreement or elsewhere will obligate Dell to provide any greater indemnity.

Dell Intellectual Property Indemnity. Dell will: (a) defend Partner against any third party claim that Offerings Products or Support Services (but excluding Third Party Products, any Products provided for evaluation or without charge, and open source software) infringe that Party’s patent, copyright or trade secret enforceable in the country where Partner purchased the Product from Dell (“Claim” or “Dell Indemnified Claim”); and (b) indemnify Partner by paying: (1) the resulting costs and damages finally awarded against Partner by a court of competent jurisdiction to the extent that such are the result of the third party Claim; or (2) the amounts stated in a written settlement negotiated and approved by Dell. In addition, should any Offering Product or Support Service become, or in Dell’s opinion be likely to become, the subject of such a Claim, Dell may, at its expense and in its discretion: (a) obtain a right for Partner to continue using the affected OfferingProduct or Support Service; (b) modify the affected Offering Product or Support Service to make them non-non- infringing; (c) replace the affected Offering Product or Support Service with non-infringing substitutes; (d) provide a reasonable depreciated or pro rata refund for the affected Product; or (e) discontinue the Support Services or Subscriptions and refund the portion of any prepaid Support Service fees or Subscription fees that correspond to the period of Support Services or Subscriptions discontinuance. Except as otherwise provided by applicable law, this Dell Indemnity section states Partner’s exclusive remedies for any third party intellectual property claim relating to OfferingsProducts or Support Services, and nothing in this Agreement or elsewhere will obligate Dell to provide any greater indemnity.

Dell Intellectual Property Indemnity. Dell will: (a) defend Partner against any third party claim that Offerings Products or Support Services (but excluding Third Party Products, any Products provided for evaluation or without charge, and open source software) infringe that Party’s patent, copyright or trade secret enforceable in the country where Partner purchased the Product from Dell (“Claim” or “Dell Indemnified Claim”); and (b) indemnify Partner by paying: (1) the resulting costs and damages finally awarded against Partner by a court of competent jurisdiction to the extent that such are the result of the third party Claim; or (2) the amounts stated in a written settlement negotiated and approved by Dell. In addition, should any Offering Product or Support Service become, or in Dell’s opinion be likely to become, the subject of such a Claim, Dell may, at its expense and in its discretion: (a) obtain a right for Partner to continue using the affected OfferingProduct or Support Service; (b) modify the affected Offering Product or Support Service to make them non-infringing; (c) replace the affected Offering Product or Support Service with non-infringing substitutes; (d) provide a reasonable depreciated or pro rata refund for the affected Product; or (e) discontinue the Support Services or Subscriptions and refund the portion of any prepaid Support Service fees or Subscription fees that correspond to the period of Support Services or Subscriptions discontinuance. Except as otherwise provided by applicable law, this Dell Indemnity section states Partner’s exclusive remedies for any third party intellectual property claim relating to OfferingsProducts or Support Services, and nothing in this Agreement or elsewhere will obligate Dell to provide any greater indemnity.

Dell Intellectual Property Indemnity. Dell will: (a) defend Partner against any third party claim that Offerings (but excluding Third Party Products, any Products provided for evaluation or without charge, and open source software) infringe that Party’s patent, copyright or trade secret enforceable in the country where Partner purchased the Product from Dell (“Claim” or “Dell Indemnified Claim”); and (b) indemnify Partner by paying: (1) the resulting costs and damages finally awarded against Partner by a court of competent jurisdiction to the extent that such are the result of the third party Claim; or (2) the amounts stated in a written settlement negotiated and approved by Dell. In addition, should any Offering become, or in Dell’s opinion be likely to become, the subject of such a Claim, Dell may, at its expense and in its discretion: (a) obtain a right for Partner to continue using the affected Offering; (b) modify the affected Offering to make them non-infringing; (c) replace the affected Offering with non-infringing substitutes; (d) provide a reasonable depreciated or pro rata refund for the affected Product; or (e) discontinue the Support Services or Subscriptions and refund the portion of any prepaid Support Service fees or Subscription fees that correspond to the period of Support Services or Subscriptions discontinuance. Except as otherwise provided by applicable law, this Dell Indemnity section states Partner’s exclusive remedies for any third party intellectual property claim relating to Offerings, and nothing in this Agreement or elsewhere will obligate Dell to provide any greater indemnity.

Dell Intellectual Property Indemnity. Dell will: (a) defend Partner against any third party claim that Offerings (but excluding Third Party Products, any Products provided for evaluation or without charge, and open source software) infringe that Party’s patent, copyright or trade secret enforceable in the country where Partner purchased the Product from Dell (“Claim” or “Dell Indemnified Claim”); and (b) indemnify Partner by paying: (1) the resulting costs and damages finally awarded against Partner by a court of competent jurisdiction to the extent that such are the result of the third party Claim; or (2) the amounts stated in a written settlement negotiated and approved by Dell. In addition, should any Offering become, or in Dell’s opinion be likely to become, the subject of such a Claim, Dell may, at its expense and in its discretion: (a) obtain a right for Partner to continue using the affected Offering; (b) modify the affected Offering to make them non-infringing; (c) replace the affected Offering with non-infringing substitutes; (d) provide a reasonable depreciated or pro rata refund for the affected Product; or (e) discontinue the Support Services or Subscriptions and refund the portion of any prepaid Support Service fees or Subscription fees that correspond to the period of Support Services or Subscriptions discontinuance. Except as otherwise provided by applicable law, this Dell Indemnity section states Partner’s exclusive remedies for any third party intellectual property claim relating to Offerings, and nothing in this Agreement or elsewhere will obligate Dell to provide any greater indemnity.

Dell Intellectual Property Indemnity. Dell will: (a) defend Partner against any third party claim that Offerings (but excluding Third Party Products, any Products provided for evaluation or without charge, and open source software) infringe that Party’s patent, copyright or trade secret enforceable in the country where Partner purchased the Product from Dell (“Claim” or “Dell Indemnified Claim”); and (b) indemnify Partner by paying: (1) the resulting costs and damages finally awarded against Partner by a court of competent jurisdiction to the extent that such are the result of the third party Claim; or (2) the amounts stated in a written settlement negotiated and approved by Dell. In addition, should any Offering become, or in Dell’s opinion be likely to become, the subject of such a Claim, Dell may, at its expense and in its discretion: (a) obtain a right for Partner to continue using the affected Offering; (b) modify the affected Offering to make them non-infringing; (c) replace the affected Offering with non-infringing substitutes; (d) provide a reasonable depreciated or pro rata refund for the affected Product; or (e) discontinue the Support Services or Subscriptions and refund the portion of any prepaid Support Service fees or Subscription fees that correspond to the period of Support Services or Subscriptions discontinuance. Except as otherwise provided by applicable law, this Dell Indemnity section states Partner’s exclusive remedies for any third party intellectual property claim relating to Offerings, and nothing in this Agreement or elsewhere will obligate Dell to provide any greater indemnity.