Each franchisee shall defend, indemnify and hold harmless the commission, its members, and, in their capacity as such, the officials, agents, employees, representatives and volunteers thereof, from any and all claims, demands, suits, causes of action, damages, costs, expense, losses or liability, in law or in equity, of every kind and nature whatsoever ("claims"), arising out of or in connection with franchisee's operations under this chapter including but not limited to:
A. Injury or death to persons including but not limited to, franchisee's officers, agents, contractors or employees, or damage to property, including loss of use, caused or alleged to be caused in whole or in part by any act or omission of franchisee, its officers, agents, contractors, employees, or representatives or anyone for whose acts franchisee may be liable;
B. Injury or damage arising out of invasion of the right of privacy, libel, slander, defamation of any person, firm or corporation, or the violation or infringement of any copyright, patent, service mark, trademark, trade name, or of any other right of any person, firm or corporation;
C. Injury or damage arising out of anticompetitive practices alleged against the franchisee;
D. Claims, damages or penalties arising out of franchisee's failure to comply with the provisions of any statute, regulation or ordinance of the United States, state of California or any local agency applicable to the franchisee in its business;
E. Injury or damage arising out of franchisee's failure to comply with the provisions of this chapter relating to procurement and maintenance of insurance;
F. Injury or damage arising out of franchisee's failure to fulfill any of the covenants set forth in this chapter.
Franchisee shall pay and satisfy any judgment or decree that may be rendered against commission, its members, their officials, agents, employees or representatives, or any of them, arising out of any such claims.
Franchisee shall reimburse commission, its members, their officials, agents, employees, representatives or volunteers, for any and all legal expense incurred by any of them in connection herewith or in enforcing the indemnity granted in this section.
Indemnitees may, at their discretion, participate in the investigation and defense of any claims or litigation brought against them at any time, using legal counsel of their choice, and such expense shall be borne solely by franchisee. Such participation shall not relieve franchisee from its duty to defend, indemnify and hold harmless indemnitees as set forth in this section.
The indemnification obligations of franchisee set forth in this section shall apply regardless of any act or omission of commission, its members, their officials, agents, employees, representatives or volunteers which may have contributed to the said injury or damage, to the maximum extent allowed by California law. (Ord. 97-076 § 2; prior code § 20.08.704)