Dell XC Web-Scale Converged Appliance User Manual

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foregoing factors, and shall give Nutanix all reasonable information and

assistance regarding such claim.

THIS SECTION 8 SETS FORTH NUTANIX’S ENTIRE LIABILITY AND

OBLIGATION AND YOUR SOLE REMEDY FOR ANY CLAIM OF

INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS.

9 Confidentiality: “Confidential Information” shall mean the Software and

Documentation and all other information disclosed to you that Nutanix

characterizes as confidential at the time of its disclosure either in writing or

orally, except for information which you can demonstrate: (a) is previously

rightfully known to you without restriction on disclosure; (b) is or becomes,

from no act or failure to act on your part, generally known in the relevant

industry or public domain; (c) is disclosed to you by a third party as a matter

of right and without restriction on disclosure; or (d) is independently

developed by you without access to the Confidential Information. You shall

use your best efforts to preserve and protect the confidentiality of the

Confidential Information at all times, both during the term hereof and for a

period of at least 3 years after termination of this Agreement, provided,

however, that any source code you receive shall be held in confidence in

perpetuity. You shall not disclose, disseminate or otherwise publish or

communicate Confidential Information to any person, firm, corporation or

other third party without the prior written consent of Nutanix. You shall not

use any Confidential Information other than in the course of the activities

permitted hereunder. You shall notify Nutanix in writing immediately upon

discovery of any unauthorized use or disclosure of Confidential Information or

any other breach of this Agreement, and will cooperate with Nutanix in every

reasonable way to regain possession of Confidential Information and prevent

any further unauthorized use. If you are legally compelled to disclose any of

the Confidential Information, then, prior to such disclosure, you will (i)

immediately notify Nutanix prior to such disclosure to allow Nutanix an

opportunity to contest the disclosure, (ii) assert the privileged and

confidential nature of the Confidential Information, and (iii) cooperate fully

with Nutanix in protecting against any such disclosure and/or obtaining a

protective order narrowing the scope of such disclosure and/or use of the

Confidential Information. In the event such protection is not obtained, you

shall disclose the Confidential Information only to the extent necessary to

comply with the applicable legal requirements.

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