Microsoft Obligations Sample Clauses

Microsoft Obligations. Subject to the conditions set forth in that section entitled “Defense of Third Party Claims, General” of the Channel Terms, Microsoft will defend Company (including by paying external attorneys’ fees and costs and expenses of defense), and pay any resulting adverse final judgment or settlement to which Company consents, from a Claim to the extent that such: (i) arises from Microsoft's gross negligence, or from intentional acts or omissions hereunder; (ii) alleges that the Product alone, without combination or modification, either (1) directly infringes an asserted patent claim; or (2) embodies all the essential inventive elements of an asserted patent claim; (iii) alleges that the Product, or Company’s use of Microsoft Marks in connection with promotion of Products, infringes a third party’s trademark; (iv) alleges that the Product infringes a third party’s copyright; or (v) alleges that the Product misappropriates a trade secret (as “misappropriates” and “trade secret” are defined in the Uniform Trade Secrets Act). If the Agreement is governed by the laws of a jurisdiction outside the United States, “misappropriates” will mean “intentionally unlawful use” and “trade secret” will mean “undisclosed information” as specified in Article 39.2 of the Agreement on Trade-Related Aspects of Intellectual Property Rights, including Trade in Counterfeit Goods (TRIPS Agreement), or the terms “misappropriation” and “trade secret” will have the meanings defined in the Unfair Competition Prevention Law.

Microsoft Obligations. Microsoft will use its reasonable best efforts to assist Rational in the orderly transition of ownership of the Assets, such assistance to include, without limitation, the following: (a) Microsoft will notify Rational of any orders for the Visual Test Product received by Microsoft after the Closing and will notify the persons who place such orders to contact Rational.. Orders received prior to Closing will be filled by Microsoft and Microsoft will have the right to retain any associated revenues; (b) Microsoft will provide Rational with information in its possession regarding dealers of the Visual Test Product and the purchase history of such dealers over the two (2) years prior to the Closing, and will assist Rational in communicating the transfer of ownership of the Visual Test Product to this sales channel; (c) As promptly as practicable following the Closing, Microsoft will deliver to Rational the information in Microsoft's registered user base for the Visual Test Product covering users in North America, Japan, and portions of Europe, to permit Rational to conduct promotional mailings or telemarketing promotions. Microsoft will also identify Rational as its preferred provider of testing solutions to such registered user base.

Microsoft Obligations. Microsoft will use its reasonable best efforts to assist Rational in the orderly transition of ownership of the Assets, such assistance to include, without limitation, the following: (a) Microsoft will notify Rational of any orders for the Visual Test Product received by Microsoft after the Closing and will notify the persons who place such orders to contact Rational.. Orders received prior to Closing will be filled by Microsoft and Microsoft will have the right to retain any associated revenues; (b) Microsoft will provide Rational with information in its possession regarding dealers of the Visual Test Product and the purchase history of such dealers over the two (2) years prior to the Closing, and will assist Rational in communicating the transfer of ownership of the Visual Test Product to this sales channel; (c) As promptly as practicable following the Closing, Microsoft will deliver to Rational the information in Microsoft's registered user base for the Visual Test Product covering users in North America, Japan, and portions of Europe, to permit Rational to conduct promotional mailings or telemarketing promotions. Microsoft will also identify Rational as its preferred provider of testing solutions to such registered user base. [*] CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (d) Microsoft will participate in joint press announcements with Rational regarding the purchase and sale of the Visual Test Product as mutually agreed by the parties; (e) Prior to the Closing, Microsoft will give Rational access to the problem tracking and reporting databases maintained by Microsoft for the Visual Test Product, and as promptly as practicable following the Closing, Microsoft will transfer such databases to Rational; and (f) During the period commencing on the day of Closing and ending one hundred eight (180) days thereafter, Microsoft will provide Rational with up to sixty (60) hours of on-site or telephone access to certain of Microsoft's software engineers with extensive knowledge of the Visual Test Product, and will designate a Visual Test Program Manager to be Rational's point of contact for all support issues related to the Visual Test Product for twelve (12) months following the Closing. (g) Microsoft will forward any customer registration information it receives from customers who acquire copies of the Visual Test Product following the Closing, and will refer any support calls...

Microsoft Obligations