§ A210-54. Indemnification.

A. 

The grantee shall, at its sole cost and expense, fully indemnify, defend and hold harmless the Borough, its officers, boards and commissions and Borough employees against any and all claims, suits, actions, liability and judgment for damages, including but not limited to expenses for reasonable legal fees and disbursements and liabilities:

(1) 

To persons or property in any way arising out of or through the acts or omissions of the grantee, its servants, agents or employees or to which the grantee's negligence shall in any way contribute with respect to the construction, maintenance or operation of the grantee's system under this franchise.

(2) 

From 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 property right of any firm or corporation arising from the construction, maintenance or operation of the grantee's system (excluding claims arising out of or relating to Borough programming).

(3) 

Arising out of the grantee's failure to comply with the provisions of any federal, state or local statute, ordinance or regulation applicable to the grantee in its business hereunder.

B. 

The foregoing indemnity is conditioned upon the following: The Borough shall give the grantee prompt notice of the making of any claims 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 Borough from cooperating with the grantee and participating in the defense of any litigation by its own counsel at its sole cost and expense.