A grantee, under any franchise operated pursuant to this chapter,
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 cable system, in carrying on
the grantee's business or operations in the Town or in exercising
or failing to exercise any right or privilege granted by the franchise.
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 names, 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 chapter
or any franchise agreement, but shall not include any claim or action
arising, in whole or in part, 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.