Incredimail 2010 Annual Report Download - page 123

(in each case, an “ IP Claim ”) then the party which received such IP Claim (the “ Recipient ”) will:
(i)
promptly notify the other party;
(ii)
provide the other party with reasonable information, assistance and cooperation in responding to and, where
applicable, defending such IP Claim; and
(iii)
give the other party full control and sole authority over the defence and settlement of such IP Claim. The Recipient
may appoint its own supervising counsel of its choice at its own expense.
12.2
Provided the Recipient complies with clause 12.1(i) to (iii) and subject (if applicable) to clause 12.3, the party notified in accordance
with clause 12.1(i) (the “ Indemnifying Party ”)
will accept full control and sole authority over the defence and settlement of such IP
Claim and will indemnify the Recipient against all damages and costs awarded for such IP Claim, settlement costs approved in writing
by the Indemnifying Party in relation to such IP Claim, reasonable legal fees necessarily incurred by the Recipient in relation to such IP
Claim and reasonable costs necessarily incurred by the Recipient in complying with clause 12.1(i) to (iii).
12.3
Google will not have any obligations or liability under this clause 12 in relation to any IP Claim arising from any:
(a)
use of the Services or Google Brand Features in a modified form
or in combination with materials not furnished by Google;
(b)
[***]
(c)
[***]
(d)
acts or omissions by Company Partner.
12.4
Company will not have any obligations or liability under this clause 12 in relation to any IP Claim arising from content, information or
data provided to Company by Google save where Company’
s use of such content, information or data is in breach of the terms and
conditions of this GSA or any Agreement.
12.5 Google may (at its sole discretion) suspend Company’
s use of any Services or Google Brand Features which are alleged, or believed by
Google, to infringe any third party’
s Intellectual Property Rights, or to modify such Services or Google Brand Features to make them
non-
infringing. If any suspension of Services under this clause continues for more than [***], Company may, at any time until use of
the applicable Services is reinstated, terminate the applicable Agreement immediately upon written notice.
12.6 This clause 12 states the parties’ entire liability and exclusive remedy with respect to infringement of a third party’
s Intellectual
Property Rights.
13.
Limitation of Liability
[***]
14.
Confidentiality
14.1
The recipient of any Confidential Information will not disclose that Confidential Information, except to Group Companies, employees
and/or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise
bound) to keep it confidential. The recipient will ensure that those people and entities: a) use such Confidential Information only to
exercise rights and fulfil obligations under this Agreement, and b) keep such Confidential Information confidential. The recipient may
also disclose Confidential Information when required by law after giving reasonable notice to the discloser, such notice to be sufficient
to give the discloser the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.