Common use of Indemnification by Dell Clause in Contracts

Indemnification by Dell. Subject to the remainder of this Clause 15 (Indemnities), Dell will: (a) defend Distributor against any claim made by a third party to the extent it alleges that the APEX Service purchased from Dell or used by Distributor in compliance with the Agreement infringes that party’s patent, copyright, or trade secret enforceable in the country where Distributor ordered the APEX Service from Dell (in this Clause “Dell Indemnified Claim”); and (b) indemnify Distributor by paying: (i) the resulting costs and damages finally awarded against Distributor by a court of competent jurisdiction to the extent they result from the Dell Indemnified Claim; or (ii) the amounts stated in a written settlement negotiated and approved by Dell. In addition, should any APEX Service become, or in Dell’s opinion be likely to become, the subject of a Dell Indemnified Claim, Dell may, at its option: (1) modify or replace the affected APEX Service with a non- infringing substitute; or (2) terminate the APEX Service and refund any fees Distributor prepaid to Dell for the portion of APEX Service that will not be provided as a result of the termination. Dell will not be liable for any claims or damages due to Distributor’s continued sale or use of an APEX Service that Dell has modified, replaced, or terminated as provided herein. Except as otherwise provided by law, this Clause 15.2 (Indemnification by Dell) states Distributor’s exclusive remedies for any Dell Indemnified Claim relating to the APEX Service. Nothing in the Agreement or elsewhere will obligate Dell to provide Distributor any greater indemnity.

Indemnification by Dell. Subject to the remainder of this Clause 15 (Indemnities), Dell will: (a) defend Distributor Reseller against any claim made by a third party to the extent it alleges that the APEX Service purchased from Dell or used by Distributor Reseller in compliance with the Agreement infringes that party’s patent, copyright, or trade secret enforceable in the country where Distributor Reseller ordered the APEX Service from Dell (in this Clause “Dell Indemnified Claim”); and (b) indemnify Distributor Reseller by paying: (i) the resulting costs and damages finally awarded against Distributor Reseller by a court of competent jurisdiction to the extent they result from the Dell Indemnified Claim; or (ii) the amounts stated in a written settlement negotiated and approved by Dell. In addition, should any APEX Service become, or in Dell’s opinion be likely to become, the subject of a Dell Indemnified Claim, Dell may, at its option: (1) modify or replace the affected APEX Service with a non- non-infringing substitute; or (2) terminate the APEX Service and refund any fees Distributor Reseller prepaid to Dell for the portion of APEX Service that will not be provided as a result of the termination. Dell will not be liable for any claims or damages due to DistributorReseller’s continued sale resale or use of an APEX Service that Dell has modified, replaced, or terminated as provided herein. Except as otherwise provided by law, this Clause 15.2 (Indemnification by Dell) states DistributorXxxxxxxx’s exclusive remedies for any Dell Indemnified Claim relating to the APEX Service. Nothing in the Agreement or elsewhere will obligate Dell to provide Distributor Reseller any greater indemnity.

Indemnification by Dell. Subject to the remainder of this Clause 15 (Indemnities), Dell will: (a) defend Distributor You against any claim made by a third party to the extent it alleges that the APEX Service purchased from Dell or used by Distributor You in compliance with the Agreement infringes that party’s patent, copyright, or trade secret enforceable in the country where Distributor You ordered the APEX Service from Dell (in this Clause “Dell Indemnified Claim”); and (b) indemnify Distributor You by paying: (i) the resulting costs and damages finally awarded against Distributor You by a court of competent jurisdiction to the extent they result from the Dell Indemnified Claim; or (ii) the amounts stated in a written settlement negotiated and approved by Dell. In addition, should any APEX Service become, or in Dell’s opinion be likely to become, the subject of a Dell Indemnified Claim, Dell may, at its option: (1) modify or replace the affected APEX Service with a non- non-infringing substitute; or (2) terminate the APEX Service and refund any prepaid fees Distributor prepaid to Dell for the portion of APEX Service that will not be provided as a result of the termination. Dell will not be liable for any claims or damages due to Distributor’s Your continued sale resale or use of an APEX Service that Dell has modified, replaced, or terminated as provided herein. Except as otherwise provided by law, this Clause 15.2 (Indemnification by Dell) states Distributor’s Your exclusive remedies for any Dell Indemnified Claim relating to the APEX Service. Nothing in the Agreement or elsewhere will obligate Dell to provide Distributor You any greater indemnity.

Indemnification by Dell. Subject to the remainder of this Clause 15 16 – Part A (Indemnities), Dell will: (a) defend Distributor You against any claim made by a third party to the extent it alleges that the APEX Service purchased from Dell or used by Distributor You in compliance with the Agreement infringes that party’s patent, copyright, or trade secret enforceable in the country where Distributor You ordered the APEX Service from Dell or its Reseller (in this Clause “Dell Indemnified Claim”); and (b) indemnify Distributor You by paying: (i) the resulting costs and damages finally awarded against Distributor You by a court of competent jurisdiction to the extent they result from the Dell Indemnified Claim; or (ii) the amounts stated in a written settlement negotiated and approved by Dell. In addition, should any APEX Service become, or in Dell’s opinion be likely to become, the subject of a Dell Indemnified Claim, Dell may, at its option: (1) modify or replace the affected APEX Service with a non- non-infringing substitute; or (2) terminate the APEX Service and refund any fees Distributor You prepaid to Dell for the portion of APEX Service that will not be provided as a result of the termination. If You ordered the APEX Service from a Reseller, then You must seek the refund from the Reseller. Dell’s sole obligation is to refund the Reseller the corresponding pre-paid fees Reseller paid to Dell for the terminated APEX Service. Dell will not be liable for any claims or damages due to Distributor’s Your continued sale or use of an APEX Service that Dell has modified, replaced, or terminated as provided herein. Except as otherwise provided by law, this Clause 15.2 16.2 – Part A (Indemnification by Dell) states Distributor’s Your exclusive remedies for any Dell Indemnified Claim relating to the APEX Service. Nothing in the Agreement or elsewhere will obligate Dell to provide Distributor You any greater indemnity.

Indemnification by Dell. Subject to the remainder of this Clause 15 (Indemnities), Dell will: (a) defend Distributor You against any claim made by a third party to the extent it alleges that the APEX Service purchased from Dell or used by Distributor You in compliance with the Agreement infringes that party’s patent, copyright, or trade secret enforceable in the country where Distributor You ordered the APEX Service from Dell (in this Clause “Dell Indemnified Claim”); and (b) indemnify Distributor You by paying: (i) the resulting costs and damages finally awarded against Distributor You by a court of competent jurisdiction to the extent they result from the Dell Indemnified Claim; or (ii) the amounts stated in a written settlement negotiated and approved by Dell. In addition, should any APEX Service become, or in Dell’s opinion be likely to become, the subject of a Dell Indemnified Claim, Dell may, at its option: (1) modify or replace the affected APEX Service with a non- non-infringing substitute; or (2) terminate the APEX Service and refund any prepaid fees Distributor prepaid to Dell for the portion of APEX Service that will not be provided as a result of the termination. Dell will not be liable for any claims or damages due to Distributor’s Your continued sale or use of an APEX Service that Dell has modified, replaced, or terminated as provided herein. Except as otherwise provided by law, this Clause 15.2 (Indemnification by Dell) states Distributor’s Your exclusive remedies for any Dell Indemnified Claim relating to the APEX Service. Nothing in the Agreement or elsewhere will obligate Dell to provide Distributor You any greater indemnity.

Indemnification by Dell. Subject to the remainder of this Clause 15 16 (Indemnities), Dell will: (a) defend Distributor You against any claim made by a third party to the extent it alleges that the APEX Service purchased from Dell or Offering used by Distributor You in compliance with the Agreement infringes that party’s patent, copyright, or trade secret enforceable in the country where Distributor You ordered the APEX Service Offering from Dell or its Reseller (in this Clause “Dell Indemnified Claim”); and (b) indemnify Distributor You by paying: (i) the resulting costs and damages finally awarded against Distributor You by a court of competent jurisdiction to the extent they result from the Dell Indemnified Claim; or (ii) the amounts stated in a written settlement negotiated and approved by Dell. In addition, should any APEX Service Offering become, or in Dell’s opinion be likely to become, the subject of a Dell Indemnified Claim, Dell may, at its option: (1) modify or replace the affected APEX Service Offering with a non- non-infringing substitute; or (2) terminate the APEX Service Offering and refund any prepaid fees Distributor prepaid to Dell for the portion of APEX Service Offering that will not be provided as a result of the termination. Dell will not be liable for any claims or damages due to Distributor’s Your continued sale or use of an APEX a Service Offering that Dell has modified, replaced, or terminated as provided herein. Except as otherwise provided by law, this Clause 15.2 16.2 (Indemnification by Dell) states Distributor’s Your exclusive remedies for any Dell Indemnified Claim relating to the APEX ServiceService Offering. Nothing in the Agreement or elsewhere will obligate Dell to provide Distributor You any greater indemnity.

Indemnification by Dell. Subject to the remainder of this Clause 15 – Part A (Indemnities), Dell will: (a) defend Distributor You against any claim made by a third party to the extent it alleges that the APEX Service purchased from Dell or used by Distributor You in compliance with the Agreement infringes that party’s patent, copyright, or trade secret enforceable in the country where Distributor You ordered the APEX Service from Dell (in this Clause “Dell Indemnified Claim”); and (b) indemnify Distributor You by paying: (i) the resulting costs and damages finally awarded against Distributor You by a court of competent jurisdiction to the extent they result from the Dell Indemnified Claim; or (ii) the amounts stated in a written settlement negotiated and approved by DellXxxx. In addition, should any APEX Service become, or in Dell’s opinion be likely to become, the subject of a Dell Indemnified Claim, Dell may, at its option: (1) modify or replace the affected APEX Service with a non- non-infringing substitute; or (2) terminate the APEX Service and refund any fees Distributor You prepaid to Dell for the portion of APEX Service that will not be provided as a result of the termination. Dell will not be liable for any claims or damages due to Distributor’s Your continued sale or use of an APEX Service that Dell has modified, replaced, or terminated as provided herein. Except as otherwise provided by law, this Clause 15.2 – Part A (Indemnification by Dell) states Distributor’s Your exclusive remedies for any Dell Indemnified Claim relating to the APEX Service. Nothing in the Agreement or elsewhere will obligate Dell to provide Distributor You any greater indemnity.

Indemnification by Dell. Subject to the remainder of this Clause 15 (Indemnities), Dell will: (a) defend Distributor You against any claim made by a third party to the extent it alleges that the APEX Service purchased from Dell or used by Distributor You in compliance with the Agreement infringes that party’s patent, copyright, or trade secret enforceable in the country where Distributor You ordered the APEX Service from Dell (in this Clause “Dell Indemnified Claim”); and (b) indemnify Distributor You by paying: (i) the resulting costs and damages finally awarded against Distributor You by a court of competent jurisdiction to the extent they result from the Dell Indemnified Claim; or (ii) the amounts stated in a written settlement negotiated and approved by DellXxxx. In addition, should any APEX Service become, or in Dell’s opinion be likely to become, the subject of a Dell Indemnified Claim, Dell may, at its option: (1) modify or replace the affected APEX Service with a non- non-infringing substitute; or (2) terminate the APEX Service and refund any prepaid fees Distributor prepaid to Dell for the portion of APEX Service that will not be provided as a result of the termination. Dell will not be liable for any claims or damages due to Distributor’s Your continued sale or use of an APEX Service that Dell has modified, replaced, or terminated as provided herein. Except as otherwise provided by law, this Clause 15.2 (Indemnification by Dell) states Distributor’s Your exclusive remedies for any Dell Indemnified Claim relating to the APEX Service. Nothing in the Agreement or elsewhere will obligate Dell to provide Distributor You any greater indemnity.

Indemnification by Dell. Subject to the remainder of this Clause 15 (Indemnities), Dell will: (a) defend Distributor against any claim made by a third party to the extent it alleges that the APEX Service purchased from Dell or used by Distributor in compliance with the Agreement infringes that party’s patent, copyright, or trade secret enforceable in the country where Distributor ordered the APEX Service from Dell (in this Clause “Dell Indemnified Claim”); and (b) indemnify Distributor by paying: (i) the resulting costs and damages finally awarded against Distributor by a court of competent jurisdiction to the extent they result from the Dell Indemnified Claim; or (ii) the amounts stated in a written settlement negotiated and approved by DellXxxx. In addition, should any APEX Service become, or in Dell’s opinion be likely to become, the subject of a Dell Indemnified Claim, Dell may, at its option: (1) modify or replace the affected APEX Service with a non- infringing substitute; or (2) terminate the APEX Service and refund any fees Distributor prepaid to Dell for the portion of APEX Service that will not be provided as a result of the termination. Dell will not be liable for any claims or damages due to Distributor’s continued sale or use of an APEX Service that Dell has modified, replaced, or terminated as provided herein. Except as otherwise provided by law, this Clause 15.2 (Indemnification by DellXxxx) states Distributor’s exclusive remedies for any Dell Indemnified Claim relating to the APEX Service. Nothing in the Agreement or elsewhere will obligate Dell to provide Distributor any greater indemnity.

Indemnification by Dell. Subject to the remainder of this Clause 15 – Part A (Indemnities), Dell will: (a) defend Distributor You against any claim made by a third party to the extent it alleges that the APEX Service purchased from Dell or used by Distributor You in compliance with the Agreement infringes that party’s patent, copyright, or trade secret enforceable in the country where Distributor You ordered the APEX Service from Dell (in this Clause “Dell Indemnified Claim”); and (b) indemnify Distributor You by paying: (i) the resulting costs and damages finally awarded against Distributor You by a court of competent jurisdiction to the extent they result from the Dell Indemnified Claim; or (ii) the amounts stated in a written settlement negotiated and approved by Dell. In addition, should any APEX Service become, or in Dell’s opinion be likely to become, the subject of a Dell Indemnified Claim, Dell may, at its option: (1) modify or replace the affected APEX Service with a non- non-infringing substitute; or (2) terminate the APEX Service and refund any fees Distributor You prepaid to Dell for the portion of APEX Service that will not be provided as a result of the termination. Dell will not be liable for any claims or damages due to Distributor’s Your continued sale or use of an APEX Service that Dell has modified, replaced, or terminated as provided herein. Except as otherwise provided by law, this Clause 15.2 – Part A (Indemnification by Dell) states Distributor’s Your exclusive remedies for any Dell Indemnified Claim relating to the APEX Service. Nothing in the Agreement or elsewhere will obligate Dell to provide Distributor You any greater indemnity.

Indemnification by Dell. Subject to the remainder of this Clause 15 (Indemnities), Dell will: (a) defend Distributor You against any claim made by a third party to the extent it alleges that the APEX Service purchased from Dell or used by Distributor You in compliance with the Agreement infringes that party’s patent, copyright, or trade secret enforceable in the country where Distributor You ordered the APEX Service from Dell (in this Clause “Dell Indemnified Claim”); and (b) indemnify Distributor You by paying: (i) the resulting costs and damages finally awarded against Distributor You by a court of competent jurisdiction to the extent they result from the Dell Indemnified Claim; or (ii) the amounts stated in a written settlement negotiated and approved by DellXxxx. In addition, should any APEX Service become, or in Dell’s opinion be likely to become, the subject of a Dell Indemnified Claim, Dell may, at its option: (1) modify or replace the affected APEX Service with a non- non-infringing substitute; or (2) terminate the APEX Service and refund any prepaid fees Distributor prepaid to Dell for the portion of APEX Service that will not be provided as a result of the termination. Dell will not be liable for any claims or damages due to Distributor’s Your continued sale resale or use of an APEX Service that Dell has modified, replaced, or terminated as provided herein. Except as otherwise provided by law, this Clause 15.2 (Indemnification by Dell) states Distributor’s Your exclusive remedies for any Dell Indemnified Claim relating to the APEX Service. Nothing in the Agreement or elsewhere will obligate Dell to provide Distributor You any greater indemnity.

Indemnification by Dell. Subject to the remainder of this Clause 15 – Part A (Indemnities), Dell will: (a) defend Distributor You against any claim made by a third party to the extent it alleges that the APEX Service purchased from Dell or used by Distributor You in compliance with the Agreement infringes that party’s patent, copyright, or trade secret enforceable in the country where Distributor You ordered the APEX Service from Dell (in this Clause “Dell Indemnified Claim”); and (b) indemnify Distributor You by paying: (i) the resulting costs and damages finally awarded against Distributor You by a court of competent jurisdiction to the extent they result from the Dell Indemnified Claim; or (ii) the amounts stated in a written settlement negotiated and approved by DellXxxx. In addition, should any APEX Service become, or in Dell’s opinion be likely to become, the subject of a Dell Indemnified Claim, Dell may, at its option: (1) modify or replace the affected APEX Service with a non- non-infringing substitute; or (2) terminate the APEX Service and refund any fees Distributor You prepaid to Dell for the portion of APEX Service that will not be provided as a result of the termination. Dell will not be liable for any claims or damages due to Distributor’s Your continued sale or use of an APEX Service that Dell has modified, replaced, or terminated as provided herein. Except as otherwise provided by mandatory law, this Clause 15.2 – Part A (Indemnification by Dell) states Distributor’s Your exclusive remedies for any Dell Indemnified Claim relating to the APEX Service. Nothing in the Agreement or elsewhere will obligate Dell to provide Distributor You any greater indemnity.

Indemnification by Dell. Subject to the remainder of this Clause 15 (Indemnities), Dell will: (a) defend Distributor You against any claim made by a third party to the extent it alleges that the APEX Service purchased from Dell or used by Distributor You in compliance with the Agreement infringes that party’s patent, copyright, or trade secret enforceable in the country where Distributor You ordered the APEX Service from Dell (in this Clause “"Dell Indemnified Claim”"); and (b) indemnify Distributor You by paying: (i) the resulting costs and damages finally awarded against Distributor You by a court of competent jurisdiction to the extent they result from the Dell Indemnified Claim; or (ii) the amounts stated in a written settlement negotiated and approved by Dell. In addition, should any APEX Service become, or in Dell’s opinion be likely to become, the subject of a Dell Indemnified Claim, Dell may, at its option: (1) modify or replace the affected APEX Service with a non- non-infringing substitute; or (2) terminate the APEX Service and refund any prepaid fees Distributor prepaid to Dell for the portion of APEX Service that will not be provided as a result of the termination. Dell will not be liable for any claims or damages due to Distributor’s Your continued sale or use of an APEX Service that Dell has modified, replaced, or terminated as provided herein. Except as otherwise provided by law, this Clause 15.2 (Indemnification by Dell) states Distributor’s Your exclusive remedies for any Dell Indemnified Claim relating to the APEX Service. Nothing in the Agreement or elsewhere will obligate Dell to provide Distributor You any greater indemnity.