A. Grantee, under any license operated pursuant to this article, shall agree to indemnify, hold harmless, release and defend the Town, its officers, boards, commissions, agents and employees from and against any and all lawsuits, claims, causes of action, actions, liability, demands, damages, disability, losses, expenses, including reasonable attorneys’ fees and costs or liabilities of any nature that may be asserted by any person resulting or in any manner arising from the action or inaction of the grantee in constructing, operating, maintaining, repairing or removing the system, in carrying on grantee’s business or operations in the Town or in exercising or failing to exercise any right or privilege granted by the license. This indemnity shall apply, without limitation, to any action or cause of action for invasion of privacy, defamation, antitrust, errors and omissions, theft, fire, violation or infringement of any copyright, trademark, trade name, service mark or patent, or any other right of any person, firm or corporation, whether or not any act or omission complained of is authorized, allowed or prohibited by this article or any license agreement, but shall not include any claim or action arising out of the actions or omissions of Town officers, employees or agents or related to any Town programming or other access programming for which the grantee is not legally responsible.

B. The Town shall promptly notify grantee of any claims subject to indemnification by grantee and shall cooperate with all reasonable requests by grantee for information, documents, testimony or other assistance appropriate to a resolution of such claims. Grantee shall have full responsibility for and control of any action or undertaking directed at the resolution of such claims. ((O)07-35, 09/05/2007)