If the Participant violates any aspect of this provision, or any duty of loyalty or confidentiality imposed by law, in addition to any damages that the Participant may be required to pay, the Participant understands and agrees that the Participant shall be required to reimburse the Corporation for all its costs incurred to enforce this Agreement, including but not limited to, all attorneys’ fees.

Conflicts of Interest. During your employment with the Company, you acknowledge and agree that that you have a duty of loyalty under applicable law and under the COSE, and that, during your employment, you will not, directly or indirectly, engage in business activities that compete with the Company, solicit Company clients to move ​ business or business opportunities to an entity other than the Company, or solicit employees to leave ​.

No Duty to Mitigate. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of the Plan, and such amounts shall not be reduced whether or not the Executive obtains other employment.

No Duty to Inquire. Neither the Company, the Trustee nor the Committee shall have any obligation to inquire into or be responsible for any action or failure to act on the part of the others.

No Duty to Mitigate. The Employee shall not be required to mitigate the amount of any payment contemplated by this Agreement, nor shall any such payment be reduced by any earnings that the Employee may receive from any other source.

Duty of Good Faith. In addition to the other requirements of this Agreement, each Party agrees that it shall at all times act fairly and in good faith in relation to this Agreement.

No Duty to Account. EDS and each other Elevate Party and TCDS and each other Think Party shall have an unrestricted right to make any use of the Co-Owned Subject Matter (including the right to grant non-exclusive licenses to the Co-Owned Subject Matter to any third party) and shall not have any obligation of any kind to account to the other party or obtain consent of the other party to grant nonexclusive licenses to the Co-Owned Subject Matter (subject to compliance with Section 7 below). Notwithstanding the foregoing, each Party’s exportation or re-exportation of the Co-Owned Subject Matter outside the United States of America and its territories and possessions will be in compliance with applicable export control laws.

Third-Party Claims. In the event a Buyer Indemnified Party receives notice (or is otherwise made aware) of any claim or demand (including the threat of such), or is served with a complaint, counterclaim or cross-claim in litigation (a “Third-Party Claim”), Buyer shall notify the Representative of such Third-Party Claim, and the Representative, as representative for the Seller, shall be entitled, at the sole cost and expense of the Seller, to participate in any defense of such Third-Party Claim. Buyer may not settle any Third-Party Claim, and determine the amount of any settlement payment or extent of any other liabilities incurred by way of such settlement without the prior written consent of the indemnifying parties, which consent shall not be unreasonably withheld. In settling any Third-Party Claim, Buyer shall not be deemed to be an agent of, and shall have no duty, including, without limitation, any fiduciary duty, duty of loyalty, duty of good faith or duty of disclosure, to the former shareholders.

the Tender Neutral Loyalty Program.

Our By-Laws include provisions that eliminate the personal liability of our directors for monetary damages to the fullest extent possible under the laws of the State of Delaware or other applicable law. These provisions eliminate the liability of our directors and our shareholders for monetary damages arising out of any violation of a director of his fiduciary duty of due care. Under Delaware law, however, such provisions do not eliminate the personal liability of a director for # breach of the director's duty of loyalty, # acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, # payment of dividends or repurchases of stock other than from lawfully available funds, or # any transaction from which the director derived an improper benefit. These provisions do not affect a director's liabilities under the federal securities laws or the recovery of damages by third parties.