> And a generous offer from Microsoft: > http://news.zdnet.co.uk/story/0,,t269-s2137959,00.html?rtag=zdnetukhompage
It's hardly "generous", unless you were being ironic. It's perfectly normally for suppliers to indemnify customers, with the twin provisos that the customer notifies the supplier "promptly" and allows the supplier to run the case. I've written many such clauses, in both English and German. I have this one open in another window right now: "[supplier] will defend, at its expense, any action (or portion thereof) brought against [customer] based upon a claim that the Products infringe upon a copyright or violate the trade secret, trademark, copyright, patent, or other proprietary right of any third party. [supplier] will indemnify and hold harmless [customer] against damages and costs including reasonable attorneys' fees, penalties and interest finally awarded against [customer] in such actions directly attributable to such claims. [supplier] will not be obligated to indemnify any claim of infringement if such infringement arises out of the use or combination of the Products with other uncertified software. The indemnification set forth in paragraphs 12.1 and 12.2 is conditioned upon the indemnified party providing the indemnifying party (i) notice of any claim or cause of action upon which the indemnified party intends to base a claim of indemnification hereunder, and (ii) the indemnified party providing reasonable assistance and cooperation to enable the indemnifying party to defend the action or claim hereunder. The indemnifying party will have the right to defend any action or proceeding involving a claim that the indemnifying party is obligated to indemnify hereunder. The indemnifying party will not be obligated to indemnify any claim that is settled by the other party without the prior written consent of the indemnifying party." I can't understand any corporate signing an agreement without such a clause. -- Phil Payne http://www.isham-research.com +44 7785 302 803 +49 173 6242039
