14. INDEMNIFICATION

Implementer shall indemnify, hold harmless and defend the CPUC and IOU, its affiliates, subsidiaries, parent companies, officers, managers, directors, agents, and employees, from and against all claims, demands, losses, damages, costs, expenses, and liability (legal, contractual, or otherwise) which arise from or are in any way connected with this agreement, including :

(a) injury to or death of persons, including but not limited to employees of IOU or Implementer;

(b) injury to property or other interests of the CPUC, IOU, Implementer, or any third party;

(c) violation of a local, state or federal common law, statute or regulation, including but not limited to, environmental laws or regulations; or

(d) strict liability imposed by any law or regulation; so long as such injury, violation, or strict liability (as set forth in (a) - (c) above) arises from or is in any way connected with Implementer's performance of, or failure to perform, this Agreement, however caused, regardless of any strict liability or negligence of the CPUC or IOU, whether active or passive, excepting only such loss, damage, cost, expense, liability, strict liability, or violation of law or regulation that is caused by the sole negligence or willful misconduct of the CPUC or IOU, its officers, managers, or employees.

Implementer shall, on the CPUC or IOU's request, defend any action, claim, or suit asserting a claim which might be covered by this indemnity. Implementer shall pay all costs and expenses that may be incurred by the CPUC or IOU in enforcing this indemnity, including reasonable attorney's fees.