Common use of Additional Provisions Relating to Termination Clause in Contracts

Additional Provisions Relating to Termination. (a)The Company is aware that the Board of Directors or shareholders of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Contract, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Contract declared unenforceable, or may take or attempt to take action to deny Executive the benefits intended under this Contract. In these circumstances, the purpose of this Contract could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of his rights under this Contract by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunder, because the cost and expense of such legal action or settlement would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, if following a change in control, if it should appear to Executive that the Company has failed to comply with any of its obligations under this Contract or in the event that the Company or any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive the benefits entitled to be provided to Executive hereunder, and that Executive has complied with all of his obligations under this Contract, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as provided in this Subsection 15(a), to represent Executive in connection with the initiation or defense of any litigation or other legal action, whether such action is by or against the Company or any director, officer, shareholder, or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis upon presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $50,000.00. Any legal expenses incurred by the Company by reason of any dispute between the parties as to enforceability of or the terms contained in this Contract, notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek reimbursement from Executive for such expenses.

Additional Provisions Relating to Termination. (a)The If the Executive’s Termination occurs during the Employment Period, then, subject to the terms and conditions of this Agreement, during the period beginning on the date of delivery of a notice of Termination, and ending on the date of Termination, the Executive shall continue to perform the duties as an employee, and shall also perform such services for the Company is aware that as are necessary and appropriate for a smooth transition to the Board Executive’s successor, if any. Notwithstanding the foregoing provisions of Directors or shareholders of this paragraph, the Company may then cause suspend the Executive from performing duties as an employee following the delivery of a notice of Termination providing for the Executive’s resignation, or attempt to cause delivery by the Company of a notice of Termination providing for the Executive’s termination of employment for any reason; provided, however, that during the period of suspension (which shall end on the Executive’s date of Termination), the Executive shall continue to refuse to comply with its obligations under this Contract, or may cause or attempt to cause be treated as employed by the Company for other purposes, and the Executive’s rights to institutecompensation or benefits shall not be reduced by reason of the suspension. The Executive agrees that, or may institute litigation seeking to have this Contract declared unenforceable, or may take or attempt to take action to deny Executive for a reasonable period after the benefits intended under this Contract. In these circumstancesExecutive’s Termination, the purpose of this Contract could be frustrated. It is the intent of Executive will assist the Company that Executive not be required to incur the expenses associated with the enforcement of his rights under this Contract by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunder, because the cost and expense of such legal action or settlement would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, if following a change all Company-Related Entities in control, if it should appear to Executive that the Company has failed to comply with any of its obligations under this Contract or in the event that the Company or any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive the benefits entitled to be provided to Executive hereunder, and that Executive has complied with all of his obligations under this Contract, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as provided in this Subsection 15(a), to represent Executive in connection with the initiation or defense of any litigation or other legal action, whether such action is by or claims that may be made against the Company or any directorCompany-Related Entity, officer, shareholder, or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between and will assist the Company and such counsel, any Company-Related Entity in the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in prosecution of any claims that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall may be paid or reimbursed to Executive made by the Company on a regularor any Company-Related Entity, periodic basis upon presentation by Executive of a statement or statements prepared by to the extent that such counsel in accordance with its customary practices, up claims may relate to a maximum aggregate amount of $50,000.00. Any legal expenses incurred services performed by the Executive for the Company by reason or any such Company-Related Entity. The Executive agrees to promptly inform the Company if the Executive becomes aware of any dispute between lawsuits involving such claims that may be filed against the parties as Company or any Company-Related Entity. The Company agrees to enforceability of or provide legal counsel to the terms contained Executive in this Contractconnection with such assistance (to the extent legally permitted), notwithstanding and to reimburse the outcome of any such dispute, shall be the sole responsibility Executive for all of the CompanyExecutive’s reasonable out-of-pocket expenses associated with such assistance, and including travel expenses. The Company agrees to provide reasonable compensation to the Company shall not take any action to seek reimbursement from Executive for such expensesassistance. The Executive also agrees to promptly inform the Company if asked to assist in any investigation of the Company or any Company-Related Entity (or their actions) that may relate to services performed by the Executive for the Company or any Company-Related Entity, regardless of whether a lawsuit has then been filed against the Company or any Company-Related Entity with respect to such investigation.

Additional Provisions Relating to Termination. (a)The a. The Company is aware that the Board of Directors or shareholders of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Contract, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Contract declared unenforceable, or may take or attempt to take action to deny Executive Consultant the benefits intended under this Contract. In these circumstances, the purpose of this Contract could be frustrated. It is the intent of the Company that Executive Consultant not be required to incur the expenses associated with the enforcement of his rights under this Contract by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunder, because the cost and expense of such legal action or settlement would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, if following a change in control, if it should appear to Executive Consultant that the Company has failed to comply with any of its obligations under this Contract or in the event that the Company or any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive Consultant the benefits entitled to be provided to Executive Consultant, hereunder, and that Executive Consultant has complied with all of his obligations under this Contract, the Company irrevocably authorizes Executive Consultant from time to time to retain counsel of his choice, at the expense of the Company as provided in this Subsection 15(aSection 14(a), to represent Executive Consultant in connection with the initiation or defense of any litigation or other legal action, whether such action is by or against the Company or any director, officer, shareholder, or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive Consultant entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive Consultant agree that a confidential relationship shall exist between Executive Consultant and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive Consultant as hereinabove herein above provided shall be paid or reimbursed to Executive Consultant by the Company on a regular, periodic basis upon presentation by Executive Consultant of a statement or statements prepared by such counsel counsel, in accordance with its customary practices, up to a maximum aggregate amount of $50,000.0050,000 and any out of pocket expenses. The $50,000.00 shall be paid to Consultant's choice on Notice of Legal Action against the Company. Any legal expenses incurred by the Company by reason of any dispute between the parties as to enforceability of or the terms contained in this Contract, notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek reimbursement from Executive Consultant for such expenses.

Additional Provisions Relating to Termination. (a)The a) The Company is aware that it is possible that the Board of Directors or shareholders of the Company may then at some time in the future cause or attempt to cause the Company (i) to fail or refuse to comply with its obligations under this ContractAgreement, or may cause or attempt (ii) to cause the Company to institute, or may institute litigation seeking to have this Contract Agreement declared unenforceable, unenforceable or may take or attempt (iii) to take action to deny Executive the benefits intended under by this ContractAgreement. In these circumstancesany such circumstance, the purpose parties acknowledge and agree that the purposes of this Contract could Agreement would be frustrated. It is the Company's intent of the Company that Executive not neither be required to incur the any costs or expenses associated with the enforcement of his rights under this Contract Agreement by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunderunder this Agreement, because the cost costs and expense expenses of any such legal action or settlement would substantially detract from the benefits intended to be extended provided to Executive hereunderunder this Agreement. Accordingly, if following a change in control, if it should appear to Executive that (x) the Company has failed or refused to comply with any of its obligations under this Contract Agreement whatsoever, (y) any person institutes litigation seeking to have this Agreement declared unenforceable or in the event that the Company or (z) any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive the any benefits entitled intended to be provided or provided to Executive hereunderby this Agreement, and that Executive has complied with all of his material obligations under the terms of this ContractAgreement, the Company irrevocably authorizes Executive from time to time to retain legal counsel of his choice, at the sole cost and expense of the Company Company, as provided in this Subsection 15(aSection 12(a), to represent Executive in connection with the initiation or defense of any litigation or other legal action, whether such action is by or against the Company or any director, officer, shareholder, shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of such legal counsel selected by Executive from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, regular periodic basis upon presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practicescounsel, up to a maximum aggregate amount of $50,000.00250,000. Any legal costs and expenses incurred by the Company by reason of any dispute between the parties as with respect to enforceability of or the terms contained in any dispute related to this ContractAgreement, notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek payment or reimbursement from Executive (or his estate) for any such costs and expenses.

Additional Provisions Relating to Termination. (a)The a) The Company is aware that upon the occurrence of a change in control the Board of Directors or shareholders a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Contract, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Contract declared unenforceable, or may take or attempt to take action to deny Executive the benefits intended under this Contract. In these circumstances, the purpose of this Contract could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of his rights under this Contract by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunder, because the cost and expense of such legal action or settlement would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, if following a change in control, if control it should appear to Executive that the Company has failed to comply with any of its obligations under this Contract or in the event that the Company or any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive the benefits entitled to be provided to Executive hereunder, and that Executive has complied with all of his obligations under this Contract, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as provided in this Subsection 15(a), to represent Executive in connection with the initiation or defense of any litigation or other legal action, whether such action is by or against the Company or any director, officer, shareholder, or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis upon presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $50,000.00500,000.00. Any legal expenses incurred by the Company by reason of any dispute between the parties as to enforceability of or the terms contained in this Contract, notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek reimbursement from Executive for such expenses.

Additional Provisions Relating to Termination. (a)The a) The Company is aware that the Board of Directors or shareholders of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Contract, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Contract declared unenforceable, or may take or attempt to take action to deny Executive the benefits intended under this Contract. In these circumstances, the purpose of this Contract could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of his rights under this Contract by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunder, because the cost and expense of such legal action or settlement would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, if following a change in control, if it should appear to Executive that the Company has failed to comply with any of its obligations under this Contract or in the event that the Company or any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive the benefits entitled to be provided to Executive hereunder, and that Executive has complied with all of his obligations under this Contract, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as provided in this Subsection 15(a), to represent Executive in connection with the initiation or defense of any litigation or other legal action, whether such action is by or against the Company or any director, officer, shareholder, or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis upon presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $50,000.00. Any legal expenses incurred by the Company by reason of any dispute between the parties as to enforceability of or the terms contained in this Contract, notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek reimbursement from Executive for such expenses.

Additional Provisions Relating to Termination. (a)The Company is aware that the Board of Directors or shareholders of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Contract, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Contract declared unenforceable, or may take or attempt to take action to deny Executive the benefits intended under this Contract. In these circumstances, the purpose of this Contract could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of his rights under this Contract by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunder, because the cost and expense of such legal action or settlement would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, if following a change in control, if it should appear to Executive that the Company has failed to comply with any of its obligations under this Contract or of in the event that the Company or any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive the benefits entitled to be provided to Executive Executive, hereunder, and that Executive has complied with all of his obligations under this Contract, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as provided in this Subsection 15(a), to represent Executive in connection with the initiation or defense of any litigation or other legal action, whether such action is by or against the Company or any director, officer, shareholder, or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis upon presentation by Executive of a statement or statements prepared by such counsel counsel, in accordance with its customary practices, up to a maximum aggregate amount of $50,000.00. Any legal expenses incurred by the Company by reason of any dispute between the parties as to enforceability of or the terms contained in this Contract, notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek reimbursement from Executive for such expenses.

Additional Provisions Relating to Termination. (a)The a) The Company is aware that it is possible that the Board of Directors or shareholders of the Company may then at some time in the future cause or attempt to cause the Company (i) to fail or refuse to comply with its obligations under this ContractAgreement, or may cause or attempt (ii) to cause the Company to institute, or may institute litigation seeking to have this Contract Agreement declared unenforceable, unenforceable or may take or attempt (iii) to take action to deny Executive the benefits intended under by this ContractAgreement. In these circumstancesany such circumstance, the purpose parties acknowledge and agree that the purposes of this Contract could Agreement would be frustrated. It is the Company's intent of the Company that Executive not neither be required to incur the any costs or expenses associated with the enforcement of his rights under this Contract Agreement by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunderunder this Agreement, because the cost costs and expense expenses of any such legal action or settlement would substantially detract from the benefits intended to be extended provided to Executive hereunderunder this Agreement. Accordingly, if following a change in control, if it should appear to Executive that (x) the Company has failed or refused to comply with any of its obligations under this Contract Agreement whatsoever, (y) any person institutes litigation seeking to have this Agreement declared unenforceable or in the event that the Company or (z) any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive the any benefits entitled intended to be provided or provided to Executive hereunderby this Agreement, and that Executive has complied with all of his material obligations under the terms of this ContractAgreement, the Company irrevocably authorizes Executive from time to time to retain legal counsel of his choice, at the sole cost and expense of the Company Company, as provided in this Subsection 15(aSection 12(a), to represent Executive in connection with the initiation or defense of any litigation or other legal action, whether such action is by or against the Company or any director, officer, shareholder, shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of such legal counsel selected by Executive from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, regular periodic basis upon presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practicescounsel, up to a maximum aggregate amount of $50,000.00500,000. Any legal costs and expenses incurred by the Company by reason of any dispute between the parties as with respect to enforceability of or the terms contained in any dispute related to this ContractAgreement, notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek payment or reimbursement from Executive (or his estate) for any such costs and expenses.

Additional Provisions Relating to Termination. (a)The Company is aware that upon the occurrence of a change in control the Board of Directors or shareholders a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Contract, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Contract declared unenforceable, or may take or attempt to take action to deny Executive the benefits intended under this Contract. In these circumstances, the purpose of this Contract could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of his rights under this Contract by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunder, because the cost and expense of such legal action or settlement would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, if following a change in control, if control it should appear to Executive that the Company has failed to comply with any of its obligations under this Contract or in the event that the Company or any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive the benefits entitled to be provided to Executive hereunder, and that Executive has complied with all of his obligations under this Contract, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as provided in this Subsection 15(a), to represent Executive in connection with the initiation or defense of any litigation or other legal action, whether such action is by or against the Company or any director, officer, shareholder, or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove herein above provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis upon presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $50,000.00500,000.00. Any legal expenses incurred by the Company by reason of any dispute between the parties as to enforceability of or the terms contained in this Contract, notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek reimbursement from Executive for such expenses.

Additional Provisions Relating to Termination. (a)The a. The Company is aware that the Board of Directors or shareholders of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Contract, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Contract declared unenforceable, or may take or attempt to take action to deny Executive the benefits intended under this Contract. In these circumstances, the purpose of this Contract could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of his rights under this Contract by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunder, because the cost and expense of such legal action or settlement would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, if following a change in control, if it should appear to Executive that the Company has failed to comply with any of its obligations under this Contract or in the event that the Company or any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive the benefits entitled to be provided to Executive Executive, hereunder, and that Executive has complied with all of his obligations under this Contract, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as provided in this Subsection Section 15(a), to represent Executive in connection with the initiation or defense of any litigation or other legal action, whether such action is by or against the Company or any director, officer, shareholder, or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove herein above provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis upon presentation by Executive of a statement or statements prepared by such counsel counsel, in accordance with its customary practices, up to a maximum aggregate amount of $50,000.0050,000 and any out of pocket expenses. The $50,000.00 shall be paid to Executive's choice on Notice of Legal Action against the Company. Any legal expenses incurred by the Company by reason of any dispute between the parties as to enforceability of or the terms contained in this Contract, notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek reimbursement from Executive for such expenses.

Additional Provisions Relating to Termination. (a)The a) The Company is aware that the Board of Directors or shareholders of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Contract, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Contract declared unenforceable, or may take or attempt to take action to deny Executive Consultant the benefits intended under this Contract. In these circumstances, the purpose of this Contract could be frustrated. It is the intent of the Company that Executive Consultant not be required to incur the expenses associated with the enforcement of his rights under this Contract by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunder, because the cost and expense of such legal action or settlement would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, if following a change in control, if it should appear to Executive Consultant that the Company has failed to comply with any of its obligations under this Contract or of in the event that the Company or any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive Consultant the benefits entitled to be provided to Executive Consultant, hereunder, and that Executive Consultant has complied with all of his obligations under this Contract, the Company irrevocably authorizes Executive Consultant from time to time to retain counsel of his choice, at the expense of the Company as provided in this Subsection 15(a), to represent Executive Consultant in connection with the initiation initation or defense of any litigation or other legal action, whether such action is by or against the Company or any director, officer, shareholder, or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive Consultant entering into an attorney-attorney- client relationship with such counsel, and in that connection the Company and Executive Consultant agree that a confidential relationship shall exist between Executive Consultant and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive Consultant as hereinabove herein above provided shall be paid or reimbursed to Executive Consultant by the Company on a regular, periodic basis upon presentation by Executive Consultant of a statement or statements prepared by such counsel counsel, in accordance with its customary practices, up to a maximum aggregate amount of $50,000.0050,000. Any legal expenses incurred by the Company by reason of any dispute between the parties as to enforceability of or the terms contained in this Contract, notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek reimbursement from Executive Consultant for such expenses.