(a) Grantee shall, at its sole cost and expense, fully indemnify, defend and hold harmless the town, its officers, boards and commissions, and town employees against any and all claims, suits, actions, liability and judgments for damages (including but not limited to expenses for reasonable legal fees and disbursements and liabilities assumed by the town in connection therewith):
(1) To persons or property, in any way arising out of or through the acts or omissions of grantee, its servants, agents or employees, or which shall be caused by grantee's negligence pursuant to the provisions of the franchise.
(2) Arising out of any claim for invasion of the right of privacy, for defamation of any person, firm or corporation, or the violation or infringement of any copyright, trademark, trade name, service mark or patent, or of any other right of any person, firm or corporation (excluding claims arising out of or relating to public, educational, and government access programming) with the respect to services provided or caused to be provided by grantee.
(3) Arising out of grantee's failure to comply with the provisions of any federal, state, or generally applicable, nondiscriminatory local statute ordinances or regulation applicable to grantee in its business hereunder.
(b) The foregoing indemnity is conditioned upon the town:
(1) Promptly notifying grantee of any claim or legal proceeding which gives rise to such right;
(2) Affording grantee the opportunity to participate in and fully control any defense, compromise, settlement, resolution or disposition of such claim or proceeding; and
(3) Fully cooperating in the defense of such claim and making available to grantee all such information under its control relating thereto.
(Ord. No. 04-009, § 6-32, 8-26-2004)