Duty to Defend. RSA agrees that it shall, at its own expense, defend, or at its option settle, any action instituted against OEM, and pay any award or damages assessed or settled upon against OEM resulting from such action, insofar as the same is based upon a claim that any Licensed Software used within the terms of this Agreement and the applicable License/Product Schedule infringes any United States patent, copyright or trade secret or a claim that RSA has no right to license the Licensed Software hereunder, provided that OEM gives RSA: (i) prompt notice in writing of such action, (ii) the right to control and direct the investigation, preparation, defense and settlement of the action; and (iii) reasonable assistance and information.
Appears in 4 contracts
Samples: Master License Agreement (Phone Com Inc), Master License Agreement (Silverstream Software Inc), Master License Agreement (Unwired Planet Inc)
Duty to Defend. RSA agrees that it shall, shall at its own expense, defend, or at its option settle, any action instituted against OEMYou, and pay any award or damages assessed against You or settled upon against OEM agreed by RSA to be paid in settlement resulting from such action, insofar as the same is based upon a claim that any Licensed RSA Software used within in accordance with the terms of this Agreement and the applicable License/Product Schedule infringes any United States patentcopyright, copyright or United States trade secret secret, or a claim that RSA has no right to license the Licensed RSA Software hereunder, provided that OEM gives You give RSA: (i) prompt notice in writing of such action, ; (ii) the right to control and direct the investigation, preparation, defense and settlement of the action; and (iii) reasonable assistance and information.
Appears in 4 contracts
Samples: Oem Service Provider License Agreement (Ipass Inc), License Agreement (Ipass Inc), Support Agreement (Ipass Inc)
Duty to Defend. RSA agrees that it shall, at its own expense, defend, or at its option settle, any action instituted against OEM, and pay any award or damages assessed or settled upon against OEM resulting from such action, insofar as the same is based upon a claim that any Licensed Software used within the terms of this Agreement and the applicable License/Product Schedule infringes any United States patent, copyright or trade secret or a claim that RSA has no right to license the Licensed Software hereunder, provided that OEM gives RSA: (i) prompt notice in writing of such action, action (ii) the right to control and direct the investigation, preparation, defense and settlement of the action; and (iii) reasonable assistance and information.
Appears in 3 contracts
Samples: Oem Master License Agreement (Watchguard Technologies Inc), Oem Master License Agreement (Watchguard Technologies Inc), Master License Agreement (Watchguard Technologies Inc)
Duty to Defend. RSA agrees that it shall, at its own expense, defend, -------------- or at its option settle, any action instituted against OEM, and pay any award or damages assessed or settled upon against OEM resulting from such action, insofar as the same is based upon a claim that any Licensed Software used within the terms of this Agreement and the applicable License/Product Schedule infringes any United States patent, copyright or trade secret or a claim that RSA has no right to license the Licensed Software hereunder, provided that OEM gives RSA: ; (i) prompt notice in writing of such action, (ii) the right to control and direct the investigation, preparation, defense and settlement of the action; and (iii) reasonable assistance and information.
Appears in 2 contracts
Samples: Master License Agreement (Liquid Audio Inc), Master License Agreement (Liquid Audio Inc)
Duty to Defend. RSA agrees that it shall, at its own expense, defend, or at its option settle, any action instituted against OEMYou, and pay any award or damages assessed against You or settled upon against OEM agreed by RSA to be paid in settlement resulting from such action, insofar as the same is based upon a claim that any Licensed RSA Software used within in accordance with the terms of this Agreement and the applicable License/Product Schedule infringes any United States patentcopyright, copyright or trade secret secret, patent or a claim that RSA has no right to license the Licensed RSA Software hereunder, provided that OEM gives You give RSA: (i) prompt notice in writing of such action, (ii) the right to control and direct the investigation, preparation, defense and settlement of the action; and (iii) reasonable assistance and information.
Appears in 1 contract
Duty to Defend. RSA agrees that it shall, at its own expense, defend, or at its option settle, any action instituted against OEM, and pay any award or damages assessed or settled upon against OEM or agreed to be paid by OEM in settlement resulting from such action, insofar as the same is based upon a claim that any Licensed RSA Software used within in accordance with the terms of this Agreement and the applicable License/Product Schedule infringes any United States patent, copyright or trade secret or a claim that RSA has no right to license the Licensed RSA Software hereunder, provided that OEM gives RSA: ; (i) prompt notice in writing of such action, (ii) the right to control and direct the investigation, preparation, defense and settlement of the action; and (iii) reasonable assistance and information.
Appears in 1 contract