Litigation, Duty to Cooperate Provision

Sample 1

Executive agrees to cooperate with company and its attorneys, both during and after the termination of executives employment, in connection with any litigation or other proceeding arising out of or relating to matters of which executive was involved prior to the termination of executive’s employment. Executive’s cooperation shall include, without limitation, providing assistance to company’s counsel, experts and consultants, and providing truthful testimony in pretrial and trial or hearing proceedings. In the event that executive’s cooperation is requested after the termination of executives employment, company will (x) seek to minimize interruptions to executive’s schedule to the extent consistent with its interests in the matter; and (y) reimburse executive for all reasonable and appropriate out-of-pocket expenses actually incurred by executive in connection with such cooperation upon reasonable substantiation of such expenses.

Sample 2

Executive agrees that executive will not testify voluntarily in any lawsuit or other proceeding which directly or indirectly involves company, or any affiliated companies, or which may create the impression that such testimony is endorsed or approved by company or its affiliated companies, without advance notice (including the general nature of the testimony) to and, as such testimony is without subpoena or other compulsory legal process the approval of, the company’s general counsel.