Dell XC Web-Scale Converged Appliance - Manual (Page 6)

copyright or trademark or misappropriates any trade secret due to any of the
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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