(a) The holder of a state-issued certificate of franchise authority agrees to indemnify and hold harmless the state, municipality, county and any employee or representative of the state, municipality or county, individually and collectively referred to in this section and § 7-59-305(c)(4) as the indemnitee, as well as any political subdivision of the state and any employee or representative of the political subdivision, from all claims, demands, causes of action, liability, judgments, costs and expenses or losses for injury or death to persons or damage to property owned by, and workers’ compensation claims, collectively referred to in this section as claims, against any parties indemnified in accordance with this section, arising out of, caused by, or as a result of the holder’s exercising its authority granted under a state-issued certificate of franchise authority, except for claims related to public, educational or governmental channels controlled by an indemnitee or other third-party designated by the indemnitee; provided, that the indemnitee shall give the holder written notice of the holder’s obligation to indemnify the indemnitee within ten (10) business days of receipt of a claim. Should the indemnitee determine that it is necessary for it to employ separate counsel, the costs for the separate counsel shall be the responsibility of the indemnitee. If the indemnitee determines in good faith that its interests cannot be represented by the holder, the holder shall be excused from any obligation to defend that indemnitee and shall have standing to intervene in any proceeding relating to such claims, but shall remain obligated to indemnify the indemnitee as provided in this section and shall retain the right to participate in the relevant proceeding to protect its own interests.
Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
Representative: when applied to those who represent a decedent, includes executors and administrators, unless the context implies heirs and distributees. See Tennessee Code 1-3-105
State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
(b) Notwithstanding subsection (a), a holder of a state-issued certificate of franchise authority shall not be required to indemnify or hold harmless any indemnitee whose negligence or willful misconduct caused the claims.(c) No indemnitee shall settle any claim for which a holder is responsible without the written consent of the holder.
