AND PROVIDE SUCH INFORMATION AND DATA, AND ACCESS TO
PERSONNEL AND FACILITIES, AS IS REASONABLY REQUESTED BY EMPIRE TO PERFORM THE
SERVICES HEREUNDER.
3.
REGIS LIAISON.
REGIS SHALL DESIGNATE AN EMPLOYEE ("REGIS
LIAISON") OF SUFFICIENT KNOWLEDGE OF THE REGIS BUSINESS AND THE COSMETOLOGY
INDUSTRY TO ACT AS LIAISON WITH EMPIRE TO FACILITATE THE PROVISION OF THE
SERVICES AND TO RECEIVE EMPIRE'S RECOMMENDATIONS, WHO SHALL BE VESTED WITH ALL
NECESSARY STATUS AND AUTHORITY TO FULFILL THAT RESPONSIBILITY.
THE INITIAL
REGIS LIAISON SHALL BE MARK FOSLUND.
EMPIRE WILL, ON A REGULAR BASIS DURING THE
CONSULTING TERM, CONSULT WITH AND REPORT TO THE REGIS LIAISON REGARDING THE
DISCHARGE OF ITS DUTIES HEREUNDER, ITS FINDINGS REGARDING, AND ITS
RECOMMENDATIONS WITH RESPECT TO, THE REGIS BUSINESS, AND SUCH OTHER MATTERS AS
THE PARTIES DEEM APPROPRIATE.
4.
TERM.
THE TERM OF THIS AGREEMENT ("CONSULTING TERM") SHALL
COMMENCE AS OF THE EFFECTIVE DATE AND SHALL CONTINUE UNTIL THE EARLIER TO OCCUR
OF (I) THE CONSUMMATION OF THE CLOSING (AS DEFINED IN THE CONTRIBUTION
AGREEMENT), (II) THE TERMINATION OF THE CONTRIBUTION AGREEMENT WITHOUT THE
CONSUMMATION OF THE CLOSING, OR (III) WRITTEN NOTICE FROM EITHER PARTY TO THE
OTHER THAT IT ELECTS TO TERMINATE THIS AGREEMENT.
5.
LIABILITY.
IT IS EXPRESSLY UNDERSTOOD BY THE PARTIES HERETO,
THAT NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EMPIRE'S OBLIGATIONS UNDER
THIS AGREEMENT SHALL BE TO SERVE AS A CONSULTANT AND LIMITED TO THE PROVISION OF
THE SERVICES AND THAT EMPIRE DOES NOT ASSUME, AND SHALL NOT BE RESPONSIBLE FOR,
ANY OF THE OPERATIONS OF THE REGIS BUSINESS, OR ANY LIABILITIES, CLAIMS, DEMANDS
OR ANY OTHER OBLIGATIONS WHATSOEVER RELATING TO THE REGIS BUSINESS.
NEITHER
EMPIRE NOR ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT OR REPRESENTATIVE OF EMPIRE
(COLLECTIVELY WITH EMPIRE, THE "EMPIRE PARTIES") SHALL (I) HAVE ANY OBLIGATION
TO ACT FOR OR ON BEHALF OF REGIS NOR (II) BE LIABLE, RESPONSIBLE OR ACCOUNTABLE
IN DAMAGES OR OTHERWISE TO REGIS, ANY REGIS SUBSIDIARY, OR ANY OF THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR SHAREHOLDERS, FOR ANY ACTION TAKEN
IN PERFORMING THE SERVICES, UNLESS SUCH ACTION CONSTITUTES GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OR A BREACH OF THIS AGREEMENT.
THE PROVISIONS OF THIS
SECTION 5 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND SHALL INURE TO THE
BENEFIT OF THE EMPIRE PARTIES AND THEIR SUCCESSORS AND ASSIGNS.
6.
INDEMNIFICATION.
REGIS SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS
THE EMPIRE PARTIES FROM ANY AND ALL LIABILITIES, JUDGMENTS,
ACTIONS, CLAIMS,
CAUSES OF ACTION, DEMANDS, LOSSES, DAMAGES, COSTS AND EXPENSES (INCLUDING
REASONABLE ATTORNEYS FEES AND EXPENSES) (COLLECTIVELY "LOSSES") THREATENED
AGAINST, INCURRED OR SUFFERED BY ANY EMPIRE PARTY IN CONNECTION WITH A CLAIM
BROUGHT BY REGIS OR ANY THIRD PARTY (BUT NOT ANY CLAIM BROUGHT BY ANOTHER EMPIRE
PARTY) ARISING FROM OR BY REASON OF THE PROVISION OF THE SERVICES UNDER THIS
AGREEMENT EXCEPT TO THE EXTENT ANY OF SUCH LOSSES ARISE FROM THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE EMPIRE PARTY OR A BREACH OF THIS
AGREEMENT BY ANY EMPIRE PARTY.
THE PROVISIONS OF THIS SECTION 6 SHALL SURVIVE
THE TERMINATION OF