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12. INDEMNITIES
<br /> A. Licensee hereby releases and discharges Licensor and its officers, employees,
<br /> elected officials from all claims and demands by Licensee for loss of or damage to the Licensee
<br /> System or any portion thereof, except to the extent caused by the intentional misconduct or .
<br /> negligence of Licensor or Licensor's employees, agents, contractors, servants or representatives.
<br /> Licensee further agrees, except to the extent caused by the intentional misconduct or sole
<br /> negligence of Licensor or Licensor's employees, agents, contractors, servants or representatives,
<br /> to indemnify and hold harmless Licensor,and its employees,agents,officers,directors and elected
<br /> officials from any damages, losses, suits, costs, claims, injuries, or liability(including reasonable
<br /> attorneys'fees)arising directly or indirectly from or relating to the performance of this Agreement,
<br /> including but not limited to: (1) claims for libel, slander, copyright, or trademark arising out of
<br /> use or provision of the Fibers by Licensee; (2) claims for patent infringement arising from
<br /> combining or connection of electronics or facilities to the Fibers or the Cable by Licensee; and(3)
<br /> claims for injuries (including death) or damages to person or to any property or facilities of any
<br /> person or entity(including Licensor or any other person or entity or any other third party) arising
<br /> out of or resulting in any way from the actions, or omissions to act, negligent or otherwise, of
<br /> Licensee, its employees, agents, contractors, servants or representatives in the course of •
<br /> performance of Licensee's obligations or exercise of its rights under this Agreement.
<br /> B. In the event that the Licensee and the Licensor are both negligent,then Licensee's
<br /> liability for indemnification of the Licensor shall be limited to Licensee's contributory negligence
<br /> for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses
<br /> (including reasonable attorneys' fees and disbursements)that can be apportioned to the Licensee,
<br /> its employees,agents, contractors and/or subcontractors.
<br /> C. Licensee waives any immunity, defense, or protection under any workers'
<br /> compensation, industrial insurance,or similar laws (including,but not limited to,the Washington
<br /> Industrial Insurance Act, Title 51 of the Revised Code of Washington); provided, however, that
<br /> Licensee's waiver of immunity through the provisions of this section extends only to claims
<br /> against Licensee by Licensor pursuant to this Agreement, and does not include, or extend to, any
<br /> claims by Licensee's employees directly against Licensee. The Parties hereby acknowledge that
<br /> this waiver of immunity was expressly negotiated and agreed to by the Parties.
<br /> D. The Licensor's inspection or acceptance of any of the Licensee's Work shall not be
<br /> grounds to avoid any of these covenants of indemnification.
<br /> E. Licensee shall,at its sole cost and risk,defend any suit brought against Licensor for
<br /> any loss, costs,claim, injury, or liability that is encompassed within the undertaking to indemnify
<br /> of this Section 12. Subject thereto,Licensor agrees to notify Licensee promptly,in writing,of any
<br /> written claims, lawsuits, or demands for which the Licensee is responsible under this Section 12
<br /> and to cooperate in every reasonable way to facilitate the defense or settlement of claims. Licensee
<br /> will not be liable under this Section 12 for settlement by Licensor of any claim,lawsuit,or demand
<br /> if Licensee has not approved the settlement in advance,unless Licensee has had the defense of the
<br /> claim,lawsuit,or demand tendered to it in writing and has failed to assume such defense.
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<br /> Fiber Optic Cable Master License Agreement
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