Incredimail 2013 Annual Report Download - page 194

EXECUTION VERSION
10.1.3 any breach (or any allegation that, if true, would constitute a breach) by Microsoft of any of its representations,
warranties or covenants under Section 7;
10.1.4 any breach (or any allegation that, if true, would constitute a breach) by Microsoft of any agreement between
Microsoft and any third-party, including any advertiser or any third- party publisher in the Microsoft Network, except to the extent such breach
was caused by a breach of this Agreement by Conduit or any of its Affiliates or Conduit Publishers; or
10.1.5 any allegation that a Microsoft Brand Feature infringes any third-party trademark, service mark, domain name or
trade dress rights or any copyrights.
10.2 Conduit Indemnity of Microsoft . Conduit will defend at Conduit’s cost (with legal counsel selected by Conduit and
approved by Microsoft, which approval will not be unreasonably withheld) the Microsoft Indemnified Parties from and against any Third Party
Claim and indemnify each of the Microsoft Indemnified Parties from any Covered Amounts resulting from such Third Party Claim, to the extent
that the Third Party Claim is based upon:
10.2.1 an allegation that the Conduit Engine, Conduit’s applications marketplace, [***] (including any
content, links or other materials therein) or any content (other than Results or other content provided by or for Microsoft) displayed on Web
pages within the Properties on which Results are also displayed (a) infringes, misappropriates or otherwise violates any third-party Intellectual
Property Rights or violates any Law, (b) breaches any third-party rights of publicity or privacy, or (c) is false, deceptive, misleading, defamatory
or libelous;
10.2.2 [***]
10.2.3 any breach (or any allegation which, if true, would constitute a breach) by Conduit of any agreement between
Conduit and any third party, including any advertiser, End User or any Conduit Publisher, except to the extent such breach was caused by any
breach of this Agreement by Microsoft or its Affiliates;
10.2.4 any action or inaction that would constitute a breach of Section 2.7.1(f), 2.7.1(g), 2.7.1(h), or 2.7.l(i); or
10.2.5 any allegation that a Conduit Brand Feature infringes any third-party trademark, service mark, domain name or
trade dress rights or any copyrights.
10.3 Procedure . The Indemnified Party will promptly notify the Indemnifying Party in writing, of any Third Party Claim for
which defense and indemnification is sought, provided that the failure to promptly notify the Indemnifying Party will relieve the Indemnifying
Party of its obligations hereunder only to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party will allow
the Indemnifying Party or its authorized representative, at the Indemnifying Party’s cost and expense to control the defense and settlement of the
claim. The Indemnified Party will be entitled to participate reasonably in the defense and settlement of the claim with counsel of its choice at its
own expense, and will reasonably cooperate with the Indemnifying Party with respect to such defense and settlement. The Indemnifying Party
will not settle any claim without the written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed).
CONFIDENTIAL
-
22
-