By Nuance. Nuance shall, at its own expense, defend or, at its option, settle, any claim or action brought against Company by a third party during the Term to the extent it is based on a claim that the Nuance Software and/or Hosted Services directly infringes any patent, copyright or trademark of such third party issued by the country in which Company is located, or misappropriates a trade secret of such third party protected by the laws of the country in which Company is located. Nuance will indemnify Company against any losses, damages, and expenses that are attributable to such claim or action and are assessed against Company in a final judgment. Nuance shall have the foregoing obligations only if Company provides Nuance with: (a) a prompt written request to undertake the defense in such claim or action; (b) sole control and authority over the defense and settlement thereof; and (c) all available information, assistance, and authority reasonably necessary to settle and/or defend any such claim or action. Nuance shall not be responsible for any attorneys' fees or other expenses or costs that Company incurs before receipt of Company's request for indemnification or defense.
By Nuance. Nuance shall indemnify Ordering Activity against any claim or action brought by a third party, during the Term, to the extent it is based on a claim that the Nuance Software directly infringes any United States patent, copyright or trademark, or misappropriates a trade secret, of such third party. Nuance will indemnify Ordering Activity against any losses, damages, and expenses that are attributable to such claim or action and are assessed against Ordering Activity in a settlement to which Nuance has consented or a final judgment. Nuance shall have the foregoing obligations only if Ordering Activity provides Nuance with: (a) a prompt written notice of any such claim or action; (b) the right to intervene in any such proceedings at Nuance’s own expense through counsel of its choice; and (c) all available information and assistance reasonably necessary to provide a consultation on any settlement and/or the defense of any such claim or action. Nuance shall not be responsible for any attorneys’ fees or other expenses or costs that Ordering Activity incurs before receipt of Ordering Activity’s notice of the claim or action. Notwithstanding anything to the contrary in the foregoing, Nuance's obligations under Section 6.1 (By Nuance) do not apply to open source software.
By Nuance. Nuance shall, at its own expense, defend or, at its option, settle, any action brought against Company by a third party, during the Term, that is based on a claim that the Nuance Software and/or Hosted Services directly infringes any United States patent, copyright or trademark, or misappropriates a trade secret, of such third party. Nuance will indemnify Company against any losses, damages, and expenses that are attributable to such claim or action and are assessed against Company in a final judgment. Nuance shall have the foregoing obligations only if Company provides Nuance with: (a) a prompt written request to undertake the defense in such claim or action; (b) sole control and authority over the defense and settlement thereof; and (c) all available information, assistance, and authority reasonably necessary to settle and/or defend any such claim or action. Nuance shall not be responsible for any attorneys’ fees or other expenses or costs that Company incurs before receipt of Company’s request for indemnification or defense. Notwithstanding anything to the contrary in the foregoing, Nuance's obligations under this Section 12.1 shall not apply to open source software.
