Common use of By Vendor Clause in Contracts

By Vendor. Vendor will defend, indemnify and hold Reseller harmless from and against any and all liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated with any claim or action brought against Reseller for actual or alleged infringement of any US patent, US copyright, US trademark, US service mark, xxade secret, or other US proprietary rights based upon the duplication, sale, license, or use of the Software or Documentation by Reseller in accordance with this Agreement, provided that Reseller promptly notifies Vendor in writing of the claim and allows Vendor to control, and fully cooperates with Vendor in, the defense and all related settlement negotiations. Vendor shall have no liability for any settlement or compromise made without its consent. Upon notice of an alleged infringement, or if in the Vendor's opinion such a claim is likely, Vendor shall have the right, at its option, to obtain the right for Reseller to continue to exercise the rights granted under this Agreement, substitute other software with similar operating capabilities, or modify the Software so that it is no longer infringing. In the event that none of the above options are reasonably available, in Vendor's sole opinion, Vendor may terminate this Agreement.