(a) Indemnity. The franchisee shall, at its sole cost and expense, fully indemnify, defend and hold harmless the town and its officers, boards and commissions, contractors, and town employees against any and all claims, suits, actions, declaratory, injunctive, or equitable claims, liability and judgments for damages (including but not limited to expenses for reasonable legal fees and disbursements and liabilities claimed against the town in connection therewith):
(1) To persons or property, in any way arising out of or through the acts or omissions of the franchisee, its servants, agents or employees;
(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 arising out of the award or operation of its cable system and franchise or any programming carried on franchisee's cable system; and
(3) Arising out of the franchisee's failure to comply with the provisions of any federal, state, or local laws, ordinances, or regulations applicable to franchisee in its business hereunder.
(b) Condition. The foregoing indemnity is conditioned upon the town giving the franchisee prompt notice 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 the franchisee and participating in the defense of any litigation by its own counsel at its own costs and expense.
(Ord. 94-05, passed 12-14-94)