Common use of Our Obligations to You Clause in Contracts

Our Obligations to You. 10.1 We will indemnify you against claims, demands, losses, damages, liabilities, costs, and expenses (including legal and other professional costs and expenses), provided such costs and expenses are reasonably and demonstrably incurred, which you suffer from any infringement of any third party intellectual property rights, as a result of the provision, receipt, use or possession of our Dell Offerings, provided that such infringement or alleged infringement is not as a result of:- a) altering or tampering with the Dell Offering; b) using or combining the Dell Offering with any equipment, programs, or materials not supplied by or approved for such use or combining by Dell; c) arising from materials that you have supplied to us for a pre-packaged value application (e.g. CFI services). 10.2 We will have no liability to you for refusing you entry to the Program, for the level of registration which we give to you within the Program, for raising, lowering or removing you from the Program. 10.3 The Program will need to adjust over time to reflect changes in us, you, other Partners or resellers and the market. Consequently we reserve the right without any liability to you arising to vary or adjust the terms, benefits, levels, access requirements in and to the Program, obligations of Partners and to withdraw the Program altogether provided that at least one month‟s written notice is given to you on either the Portal, the Premier Page or by email. If you are unhappy with the alterations that are to be made then you may withdraw from the level of the Program within which you are participating or from the Program altogether before the changes come into effect.

Our Obligations to You. 10.1 We will indemnify you against claims, demands, losses, damages, liabilities, costs, and expenses (including legal and other professional costs and expenses), provided such costs and expenses are reasonably and demonstrably incurred, which you suffer from any infringement of any third party intellectual property rights, as a result of the provision, receipt, use or possession of our (Dell Offeringsbranded) Products, provided that such infringement or alleged infringement is not as a result of:- a) a. altering or tampering with the Dell OfferingProducts; b) b. using or combining the Dell Offering Products with any equipment, programs, or materials not supplied by or approved for such use or combining by Dell;; or c) c. arising from materials that you have supplied to us for a pre-packaged value application (e.g. CFI services).; 10.2 We will have no liability to you for refusing you entry to the Program, for the level of registration which we give to you within the Program, for raising, lowering or removing you from the Program. 10.3 The Program will need to adjust over time to reflect changes in us, you, other Partners or resellers Resellers and the market. Consequently we reserve the right without any liability to you arising to vary or adjust the terms, benefits, levels, access requirements in and to the Program, obligations of Partners and to withdraw the Program altogether provided that at least one month‟s written notice is given to you on either the Portal, the Premier Page or by email. If you are unhappy with the alterations that are to be made then you may withdraw from the level of the Program within which you are participating or from the Program altogether before the changes come into effect.