Reference Guide

manner or for a purpose for which it was not intended. You shall indemnify
and hold harmless Nutanix and its officers, directors, employees, agents,
successors and assigns against any damages, losses, and expenses (including
reasonable attorneys’ fees) arising from any third-party action to the extent
based upon a claim that the Software infringes any 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.
10 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. 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