Franchisee agrees to indemnify, save, hold harmless,
and defend LFA, its elected and appointed officials, officers, agents,
boards, and employees, from and against any and all claims for injury,
loss, liability, cost or expense arising in whole or in part from,
incident to, or connected with any act or omission of franchisee,
its officers, agents, or employees, including the acts or omissions
of any contractor or subcontractor of franchisee, arising out of the
construction, operation, upgrade, or maintenance of its cable system.
The obligation to indemnify, save, hold harmless, and defend LFA shall
include the obligation to pay judgments, injuries, liabilities, damages,
penalties, expert fees, court costs, and franchisee's own attorneys'
fees. LFA shall give franchisee timely written notice of LFA's request
for indemnification within 30 days of receipt of a claim or action
pursuant to this subsection or within 10 days following service of
legal process on LFA or its designated agent of any action related
to this subsection. LFA agrees that it will take all necessary action
to avoid a default judgment. Notwithstanding the foregoing, franchisee
shall not indemnify LFA for any damages, liability, or claims resulting
from, and LFA shall be responsible for, LFA's own acts of willful
misconduct, LFA's breach of obligation under the franchise agreement,
or negligence of LFA, its elected and appointed officials, officers,
agents, boards, and employees.