PERFORMANCE AND/OR TO SEEK DAMAGES,
EITHER WOULD HAVE IN THE EVENT OF A BREACH BY THE OTHER.
3.
ZENITH PROPERTY.
TICKNER AGREES THAT, UPON REQUEST AT ANY TIME,
HE WILL IMMEDIATELY RETURN TO ZENITH ALL RECORDS, DOCUMENTS, REPORTS, FILES,
MEMORANDA, CREDIT CARDS, CARDKEY PASSES, DOOR AND FILE KEYS, COMPUTER ACCESS
CODES, SOFTWARE, AND OTHER PHYSICAL OR PERSONAL PROPERTY PERTAINING TO OR OWNED
BY ZENITH
4.
COOPERATION AND INDEMNIFICATION.
TICKNER AGREES TO COOPERATE
WITH ZENITH IN CONNECTION WITH ANY FUTURE OR CURRENTLY PENDING LITIGATION,
INCLUDING WITHOUT LIMITATION, BY MAKING HIMSELF REASONABLY AVAILABLE TO TESTIFY
IN ANY ACTION AS REASONABLY REQUESTED BY ZENITH.
WITH RESPECT TO ANY SUCH
LITIGATION, IN THE EVENT TICKNER IS NAMED AS A DEFENDANT BY ANY PARTY THERETO,
ZENITH SHALL BE RESPONSIBLE FOR PROVIDING A DEFENSE TO, AND INDEMNIFYING,
TICKNER, TO THE SAME EXTENT AND UNDER THE SAME CONDITIONS AS IF HE WERE AN
OFFICER AND EMPLOYEE OF ZENITH, WITH
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RESPECT TO ANY LITIGATION INCLUDING ANY THIRD PARTY LITIGATION OR OTHER
PROCEEDING ARISING FROM HIS LAWFUL ACTIVITIES ON BEHALF OF ZENITH AND THE
DISCHARGE OF HIS DUTIES AS AN EMPLOYEE OR A CONSULTANT TO ZENITH.
IN THE EVENT
THAT THE INTERESTS OF TICKNER AND ZENITH IN LITIGATION SHOULD BECOME ADVERSE,
TICKNER SHALL BE ENTITLED TO SELECT HIS OWN COUNSEL, SUBJECT TO THE APPROVAL OF
ZENITH (WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD).
5.
MODIFICATIONS.
NO MODIFICATION, AMENDMENT OR WAIVER OF ANY OF
THE PROVISIONS CONTAINED IN THIS AGREEMENT, OR ANY FUTURE REPRESENTATION,
PROMISE, OR CONDITION IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT,
SHALL BE BINDING UPON ANY PARTY TO THIS AGREEMENT UNLESS MADE IN WRITING AND
SIGNED BY SUCH PARTY OR BY A DULY AUTHORIZED OFFICER OR AGENT OF SUCH PARTY.
6.
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION OF THIS AGREEMENT,
OR PORTION THEREOF, SHOULD BE HELD TO BE VOID, VOIDABLE, UNLAWFUL OR FOR ANY
REASON UNENFORCEABLE, THE REMAINING PROVISIONS OR PORTIONS OF THIS AGREEMENT
SHALL REMAIN IN FULL FORCE AND EFFECT.
7.
COVENANT NOT TO SUE.
EXCEPT TO THE EXTENT REQUIRED BY LAW, EACH
PARTY HERETO COVENANTS AND AGREES NOT TO BRING OR ASSERT, OR TO INDUCE OR ASSIST
ANY PERSON, FIRM, CORPORATION, OR OTHER ENTITY WHATSOEVER TO BRING OR ASSERT,
ANY CLAIM RELEASED BY THIS AGREEMENT.
EACH PARTY HERETO FURTHER COVENANTS AND
AGREES THAT THIS AGREEMENT IS A BAR TO BRINGING, ASSERTING, INDUCING OR
ASSISTING, EXCEPT TO THE EXTENT REQUIRED BY LAW, ANY SUCH CLAIM, AND THAT EACH
PARTY SHALL, IN THE EVENT OF SUCH A BREACH, RESTORE TO THE OTHER ALL
CONSIDERATION RECEIVED UNDER THIS AGREEMENT AND INDEMNIFY ALL OTHER PARTIES AND
HOLD THEM HARMLESS, FROM AND AGAINST ANY LIABILITY, LOSS, COST, OR EXPENSE
(INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES)
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INCURRED AS A DIRECT OR INDIRECT RESULT OF A BREACH OF THIS PARAGRAPH OF THIS
AGREEMENT.
8.
NO PRE-EXISTING CLAIMS.
TICKNER REPRESENTS AND WARRANTS THAT HE
HAS NOT FILED ANY STATUTORY, CIVIL, OR ADMINISTRATIVE COMPLAINT OR CHARGE OF ANY
KIND WITH ANY STATE OR FEDERAL COURT, ADMINISTRATIVE