Duty and Process Sample Clauses

Duty and Process. Subject to Section 10.1 and 10.2, Microsoft will: (A) defend Customer, Customer’s Affiliates, and each of their subsidiaries, directors, officers, employees, agents, or independent contractors against an unaffiliated third party’s claim alleging the Online Services, as provided by Microsoft and used as licensed under this Agreement, infringes or misappropriates that third party’s intellectual property (“Microsoft Indemnified Claim”); and (B) pay any resulting adverse final judgment for a Microsoft Indemnified Claim (or settlement to which Microsoft consents). Customer will: (y) notify Microsoft promptly of a Microsoft Indemnified Claim and give Microsoft, through competent counsel chosen by Microsoft (in consultation with Customer, to the extent the Microsoft Indemnified Claim relates solely to Customer and not to other Microsoft customers), control over the defense and settlement, although Customer may participate at its own expense; and

Duty and Process. Customer and its Registered Affiliates will defend Microsoft, Microsoft’s Affiliates, and each of its subsidiaries, directors, officers, employees, agents, or independent contractors against any claim made by an unaffiliated third party (“Customer Indemnified Claim”) that: (A) alleges Customer Data, Add-Ons, other non-Microsoft content or materials, or Customer’s or its Registered Affiliates’ (including non-Microsoft Permitted Users’) use of the Online Services (excluding only claims for which Microsoft is obligated to defend and pay under Section 10) infringes or misappropriates that third party’s intellectual property; (B) if true as alleged, reflects a breach by Customer or its Registered Affiliates of this Agreement; or (C) relates to any dispute of any kind or nature between Customer and a non-Microsoft Permitted User, whether arising under or related to a Permitted User TOU or otherwise. Customer and its Registered Affiliates will also pay any resulting adverse final judgment for a Customer Indemnified Claim (or settlement to which Customer or its applicable Registered Affiliates consent). Microsoft will notify Customer of a Customer Indemnified Claim and give Customer, through competent counsel chosen by Customer (in consultation with Microsoft), control over defense and settlement, although Microsoft may participate at its own expense. Customer will not, without Microsoft’s express, prior, written consent (not unreasonably withheld), acquiesce to any judgment or enter into any settlement that adversely affects Microsoft’s rights or interests or obligates Microsoft to pay any sums not fully paid by Customer, at the time of settlement, under this Section 11.1. Customer will not stipulate, admit, or acknowledge any fault or liability on Microsoft’s part without Microsoft’s express, prior, written permission. Customer will not be responsible for any settlement made by Microsoft without Customer’s written permission (not unreasonably withheld). Microsoft will also provide Customer with reasonable assistance to defend any Customer Indemnified Claim, at Customer’s reasonable request and expense.