(A) A company shall, at its sole cost and expense, fully indemnify, defend and hold harmless the Town, its officers, boards, commissions and employees against any and all claims, defense of suits, actions and any 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 a company, its servants, agents or employees or to which a company’s negligence shall in any way contribute;
(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 Town programming); and
(3) Arising out of a company’s failure to comply with the provisions of any federal, state or local statute, ordinance or regulation applicable to a company in its business hereunder.
(B) The foregoing indemnity is conditioned upon the following: the Town shall give a company prompt notice of the making of any claim or the commencement of any action, suit or other proceeding covered by the provisions of this section. Nothing herein shall be deemed to prevent the Town from cooperating with a company and participating in the defense of any litigation by its own counsel at its sole cost and expense. The company shall fully control the defense to any claim or action and any settlement or compromise thereof. No recovery by the Town of any sum by reason of the letter of credit or security deposit required in § 118.28 hereof shall be any limitation upon the liability of a company to the Town under the terms of this section, except that any sum so received by the Town shall be deducted from any recovery which the Town might have against the company under the terms of this section.
(`83 Code, § 13-516)