CONSULTANT IN DEFENDING OR RESPONDING TO ANY CLAIM OR
INVESTIGATION IN ADVANCE OF THE FINAL DISPOSITION THEREOF; PROVIDED, HOWEVER,
THAT IF IT IS ULTIMATELY DETERMINED BY A FINAL JUDGMENT OF A COURT OF COMPETENT
JURISDICTION (FROM WHOSE DECISION NO APPEALS MAY BE TAKEN, OR THE TIME FOR
APPEAL HAVING LAPSED) THAT THE CONSULTANT WAS NOT ENTITLED TO INDEMNITY
HEREUNDER, THEN THE CONSULTANT SHALL REPAY FORTHWITH ALL AMOUNTS SO ADVANCED.
THE COMPANY MAY NOT AGREE TO ANY SETTLEMENT OR COMPROMISE OF ANY CLAIM AGAINST
THE CONSULTANT, OTHER THAN A SETTLEMENT OR COMPROMISE SOLELY FOR MONETARY
DAMAGES FOR WHICH THE COMPANY SHALL BE SOLELY RESPONSIBLE, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE CONSULTANT, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD. THIS RIGHT TO INDEMNIFICATION SHALL BE IN ADDITION TO, AND NOT IN LIEU
OF, ANY OTHER RIGHT TO INDEMNIFICATION TO WHICH THE CONSULTANT SHALL BE ENTITLED
PURSUANT TO THE COMPANY'S CERTIFICATE OF INCORPORATION, IF ANY, OR BY-LAWS OR
OTHERWISE.
8.
DATA PROTECTION.
IN ACCORDANCE WITH RELEVANT DATA PROTECTION
LEGISLATION, THE COMPANY WILL HOLD AND PROCESS THE INFORMATION IT COLLECTS
RELATING TO THE CONSULTANT IN THE COURSE OF THE CONSULTING TERM FOR THE PURPOSES
OF ADMINISTRATION, STATISTICAL AND RECORD KEEPING
4
PURPOSES, INCLUDING INFORMATION FOR OCCUPATIONAL HEALTH AND PENSION PURPOSES.
THIS MAY INCLUDE INFORMATION RELATING TO THE CONSULTANT'S PHYSICAL OR MENTAL
HEALTH. SOME OF THE CONSULTANT'S INFORMATION MAY BE PROCESSED OUTSIDE THE
EUROPEAN ECONOMIC AREA, INCLUDING WITHOUT LIMITATION IN THE UNITED STATES. THE
CONSULTANT'S INFORMATION WILL BE TREATED CONFIDENTIALLY AND WILL ONLY BE
AVAILABLE TO AUTHORIZED PERSONS.
9.
MISCELLANEOUS.
(A)
NON-WAIVER OF RIGHTS.
THE FAILURE TO ENFORCE AT ANY TIME THE
PROVISIONS OF THIS AGREEMENT OR TO REQUIRE AT ANY TIME PERFORMANCE BY THE OTHER
PARTY OF ANY OF THE PROVISIONS HEREOF SHALL IN NO WAY BE CONSTRUED TO BE A
WAIVER OF SUCH PROVISIONS OR TO AFFECT EITHER THE VALIDITY OF THIS AGREEMENT OR
ANY PART HEREOF, OR THE RIGHT OF EITHER PARTY TO ENFORCE EACH AND EVERY
PROVISION IN ACCORDANCE WITH ITS TERMS. NO WAIVER BY EITHER PARTY HERETO AT ANY
TIME OF ANY BREACH BY THE OTHER PARTY HERETO OF, OR COMPLIANCE WITH, ANY
CONDITION OR PROVISION OF THIS AGREEMENT TO BE PERFORMED BY SUCH OTHER PARTY
SHALL BE DEEMED A WAIVER OF SIMILAR OR DISSIMILAR CONDITIONS OR PROVISIONS AT
THAT TIME OR AT ANY PRIOR OR SUBSEQUENT TIME.
(B)
NOTICES.
ALL NOTICES REQUIRED OR PERMITTED HEREUNDER WILL BE
GIVEN IN WRITING, BY PERSONAL DELIVERY, BY CONFIRMED FACSIMILE TRANSMISSION
(WITH A COPY SENT BY EXPRESS DELIVERY) OR BY EXPRESS NEXT-DAY DELIVERY VIA
EXPRESS MAIL OR ANY REPUTABLE COURIER SERVICE, IN EACH CASE ADDRESSED AS FOLLOWS
(OR TO SUCH OTHER ADDRESS AS MAY BE DESIGNATED):
If to the Company:
Virgin Media Inc.
909 Third Avenue, Suite 2863
New York, NY 10022
United States
Fax: (212) 906-8497110
Attention: General Counsel
If to the Consultant:
James Chiddix
Address on file with the Company's payroll department.
Notices that are delivered personally, by confirmed facsimile transmission, or
by courier as aforesaid, shall be effective