Common use of Cooperation in Proceedings Clause in Contracts

Cooperation in Proceedings. The Company and Executive agree that they shall fully cooperate with each other with respect to any claim, litigation or judicial, arbitral or investigative proceeding initiated by any private party or by any regulator, governmental entity, or self-regulatory organization, that relates to or arises from any matter with which Executive was involved during his employment with the Company and the Insight Group, or that concerns any matter of which Executive has information or knowledge (collectively, a “Proceeding”). Executive’s duty of cooperation includes, but is not limited to: (a) meeting with the Company’s attorneys by telephone or in person at mutually convenient times and places in order to state truthfully Executive’s recollection of events; (b) appearing at the Company’s request, upon reasonable notice, as a witness at depositions or trials, without the necessity of a subpoena, in order to state truthfully Executive’s knowledge of matters at issue; and (c) signing at the Company’s reasonable request declarations or affidavits that truthfully state matters of which Executive has knowledge. The Company’s duty of cooperation includes, but is not limited to: (i) providing Executive and his counsel access to documents, information, witnesses and the Company’s legal counsel as is reasonably necessary to litigate on behalf of Executive in any Proceeding; and (ii) indemnifying Executive and his counsel for any and all reasonable costs and expenses, including reasonable legal fees in connection with any request for cooperation from the Company as set forth in this Section 7. In addition, Executive agrees to notify the Insight Group’s General Counsel promptly of any requests for information or testimony that he receives in connection with any litigation or investigation relating to the Company’s business, and the Company agrees to notify Executive promptly of any requests for information or testimony that it receives relating to Executive. Notwithstanding any other provision of this Agreement, this Agreement shall not be construed or applied so as to require any party to violate any confidentiality agreement or understanding with any third party, nor shall it be construed or applied so as to compel any party to take any action, or omit to take any action, requested or directed by any regulatory or law enforcement authority.

Cooperation in Proceedings. The Company and Executive agree that they shall fully cooperate with each other with respect to any claim, litigation or judicial, arbitral or investigative proceeding initiated by any private party or by any regulator, governmental entity, or self-regulatory organization, that relates to or arises from any matter with which Executive was involved during his employment with the Company and the Insight GroupCompany, or that concerns any matter of which Executive has information or knowledge (collectively, a “Proceeding”"PROCEEDING"). Executive’s 's duty of cooperation includes, but is not limited to: (ai) meeting with the Company’s 's attorneys by telephone or in person at mutually convenient times and places in order to state truthfully Executive’s 's recollection of events; (bii) appearing at the Company’s request, upon reasonable notice, 's request as a witness at depositions or trials, without the necessity of a subpoena, in order to state truthfully Executive’s 's knowledge of matters at issue; and (ciii) signing at the Company’s reasonable 's request declarations or affidavits that truthfully state matters of which Executive has knowledge. The Company’s 's duty of cooperation includes, but is not limited to: (i) to providing Executive and his counsel access to documents, information, witnesses and the Company’s 's legal counsel as is reasonably necessary to litigate on behalf of Executive in any Proceeding; and (ii) indemnifying Executive and his counsel for any and all reasonable costs and expenses, including reasonable legal fees in connection with any request for cooperation from the Company as set forth in this Section 7. In addition, Executive agrees to notify the Insight Group’s General Counsel Company's Chief Legal Officer promptly of any requests for information or testimony that he receives in connection with any litigation or investigation relating to the Company’s 's business, and the Company agrees to notify Executive promptly of any requests for information or testimony that it receives relating to Executive. Notwithstanding any other provision of this Agreement, this Agreement shall not be construed or applied so as to require any party Party to violate any confidentiality agreement or understanding with any third party, nor shall it be construed or applied so as to compel any party Party to take any action, or omit to take any action, requested or directed by any regulatory or law enforcement authority.

Cooperation in Proceedings. The Company and Executive agree that they shall fully cooperate with each other with respect to any claim, litigation or judicial, arbitral or investigative proceeding initiated by any private party or by any regulator, governmental entity, or self-regulatory organization, that relates to or arises from any matter with which Executive was involved during his employment with the Company and the Insight GroupCompany, or that concerns any matter of which Executive has information or knowledge (collectively, a “Proceeding”). Executive’s duty of cooperation includes, but is not limited to: (a) meeting with the Company’s attorneys by telephone or in person at mutually convenient times and places in order to state truthfully Executive’s recollection of events; (b) appearing at the Company’s request, upon reasonable notice, as a witness at depositions or trials, without the necessity of a subpoena, in order to state truthfully Executive’s knowledge of matters at issue; and (c) signing at the Company’s reasonable request declarations or affidavits that truthfully state matters of which Executive has knowledge. The Company’s duty of cooperation includes, but is not limited to: (i) providing Executive and his counsel access to documents, information, witnesses and the Company’s legal counsel as is reasonably necessary to litigate on behalf of Executive in any Proceeding; and (ii) indemnifying Executive and his counsel for any and all reasonable costs and expenses, including reasonable legal fees in connection with any request for cooperation from the Company as set forth in this Section 7paragraph. In addition, Executive agrees to notify the Insight GroupCompany’s General Counsel promptly of any requests for information or testimony that he receives in connection with any litigation or investigation relating to the Company’s business, and the Company agrees to notify Executive promptly of any requests for information or testimony that it receives relating to Executive. Notwithstanding any other provision of this Agreement, this Agreement shall not be construed or applied so as to require any party Party to violate any confidentiality agreement or understanding with any third party, nor shall it be construed or applied so as to compel any party Party to take any action, or omit to take any action, requested or directed by any regulatory or law enforcement authority.

Cooperation in Proceedings. The Company and Executive agree that they shall fully cooperate with each other with respect to any claim, litigation or judicial, arbitral or investigative proceeding initiated by any private party or by any regulator, governmental entity, or self-regulatory organization, that relates to or arises from any matter with which Executive was involved during his employment with the Company and the Insight GroupCompany, or that concerns any matter of which Executive has information or knowledge (collectively, a “Proceeding”). Executive’s duty of cooperation includes, but is not limited to: (a) meeting with the Company’s attorneys by telephone or in person at mutually convenient times and places in order to state truthfully Executive’s recollection of events; (b) appearing at the Company’s request, upon reasonable notice, as a witness at depositions or trials, without the necessity of a subpoena, in order to state truthfully Executive’s knowledge of matters at issue; and (c) signing at the Company’s reasonable request declarations or affidavits that truthfully state matters of which Executive has knowledge. The Company’s duty of cooperation includes, but is not limited to: (i) includes providing Executive and his counsel access to documents, information, witnesses and the Company’s legal counsel as is reasonably necessary to litigate on behalf of Executive in any Proceeding; and (ii) indemnifying . If Executive’s cooperation involves meeting with attorneys, testimony, or attendance at hearings or other proceedings, Company shall reimburse Executive and his counsel for any and all reasonable costs and expensesout-of-pocket expenses incurred in the course of performing such obligations hereunder, including and, absent an agreement pursuant to the following sentence, the Company shall compensate Executive at the rate of $400.00 per hour for any hours in excess of eight per month or 16 cumulatively devoted by Executive in the fulfillment of his obligations under this sentence. If the obligations imposed upon Executive pursuant to this Section 11 require that Executive devote significant, concentrated periods of time to the satisfaction of his obligations, Company, on the request of Executive, will negotiate in good faith with Executive to reach an agreement to provide Executive with reasonable compensation for his services. At the request of Executive, the Company also shall consider in good faith any request from Executive to provide Executive with legal fees counsel, either through the Company’s counsel or separate counsel, if appropriate, in connection with such cooperation. Company shall indemnify Executive for any request for cooperation from claims alleged against Executive arising out of his acts or omissions that occurred in the course and scope of his services to the Company in accordance with the terms of any written indemnification agreement previously entered into between Executive and Company, or the Articles or Bylaws of Company as set forth in effect on the date of this Section 7Agreement, or applicable law. In addition, Executive agrees to notify the Insight GroupCompany’s General Counsel promptly of any requests for information or testimony that he receives in connection with any litigation or investigation relating to the Company’s business, and the Company agrees to notify Executive promptly of any requests for information or testimony that it receives relating to Executive. Notwithstanding any other provision of this Agreement, this Agreement shall not be construed or applied so as to require any party to violate any confidentiality agreement or understanding with any third party, nor shall it be construed or applied so as to compel any party to take any action, or omit to take any action, requested or directed by any regulatory or law enforcement authority.

Cooperation in Proceedings. The Company and Executive agree that they shall fully cooperate with each other with respect to any claim, litigation or judicial, arbitral or investigative proceeding initiated by any private party or by any regulator, governmental entity, or self-regulatory organization, that relates to or arises from any matter with which Executive was involved during his Executive’s employment with the Company and the Insight GroupCompany, or that concerns any matter of which Executive has information or knowledge (collectively, a “Proceeding”). Executive’s duty of cooperation includes, but is not limited to: (ai) meeting with the Company’s attorneys by telephone or in person at mutually convenient times and places in order to state truthfully Executive’s recollection of events; (bii) appearing at the Company’s request, upon reasonable notice, request as a witness at depositions or trials, without the necessity of a subpoena, in order to state truthfully Executive’s knowledge of matters at issue; and (ciii) signing at the Company’s reasonable request declarations or affidavits that truthfully state matters of fact of which Executive has knowledgepersonal knowledge obtained during the course of Executive’s relationship with the Company. The Company’s duty of cooperation includes, but is not limited to: (i) to providing Executive and his Executive’s counsel access to documents, information, witnesses and the Company’s legal counsel as is reasonably necessary to litigate on behalf of Executive in any Proceeding; and (ii) indemnifying Executive and his counsel for any and all reasonable costs and expenses, including reasonable legal fees in connection with any request for cooperation from the Company as set forth in this Section 7. In addition, Executive agrees to promptly notify the Insight GroupCompany’s General Counsel promptly of any requests for information or testimony that he Executive receives in connection with any litigation or investigation relating to the Company’s business, and the Company agrees to notify Executive promptly of any requests for information or testimony that it receives relating to Executive. Notwithstanding any other provision of this Agreement, this Agreement shall not be construed or applied so as to require any party Party to violate any confidentiality agreement or understanding with any third party, nor shall it be construed or applied so as to compel any party Party to take any action, or omit to take any action, requested or directed by any regulatory or law enforcement authority. The Company shall exercise reasonable good faith efforts to minimize the extent to which its requests for cooperation pursuant to this section conflict with Executive’s prior professional and personal commitments, and shall reimburse Executive for the expenses that Executive reasonably and necessarily incurs in honoring Executive’s duty of cooperation under this section, provided that Executive has secured the Company’s prior consent to incur such expenses. The Company shall not be required to compensate Executive for the first forty (40) hours spent by Executive in the performance of such assistance, but thereafter, the Company shall provide Executive with reasonable hourly compensation for any such hours in excess of such forty (40) hour threshold.

Cooperation in Proceedings. The Company and Executive agree that they shall fully cooperate with each other with respect to any claim, litigation or judicial, arbitral or investigative proceeding initiated by any private party or by any regulator, governmental entity, or self-regulatory organization, that relates to or arises from any matter with which Executive was involved during his employment with the Company and the Insight GroupCompany, or that concerns any matter of which Executive has information or knowledge (collectively, a “Proceeding”). Executive’s duty of cooperation includes, but is not limited to: (ai) meeting with the Company’s attorneys by telephone or in person at mutually convenient times and places in order to state truthfully Executive’s recollection of events; (bii) appearing at the Company’s request, upon reasonable notice, request as a witness at depositions or trials, without the necessity of a subpoena, in order to state truthfully Executive’s knowledge of matters at issue; and (ciii) signing at the Company’s reasonable request declarations or affidavits that truthfully state matters of fact of which Executive has knowledgepersonal knowledge obtained during the course of his employment at Janus; provided that this Agreement shall not be deemed to require Executive to execute any declaration or affidavit that in his good faith opinion is inaccurate or incomplete in any respect. The Company’s duty of cooperation includes, but is not limited to: (i) to providing Executive and his counsel access to documents, information, witnesses and the Company’s legal counsel as is reasonably necessary to litigate on behalf of Executive in any Proceeding; and (ii) indemnifying Executive and his counsel for any and all reasonable costs and expenses, including reasonable legal fees in connection with any request for cooperation from the Company as set forth in this Section 7. In addition, Executive agrees to notify the Insight GroupCompany’s General Counsel promptly of any requests for information or testimony that he receives in connection with any litigation or investigation relating to the Company’s business, and the Company agrees to notify Executive promptly of any requests for information or testimony that it receives relating to Executive. Notwithstanding any other provision of this Agreement, this Agreement shall not be construed or applied so as to require any party Party to violate any confidentiality agreement or understanding with any third party, nor shall it be construed or applied so as to compel any party Party to take any action, or omit to take any action, requested or directed by any regulatory or law enforcement authority.

Cooperation in Proceedings. The Company and Executive agree that they shall fully cooperate with each other with respect to any claim, litigation or judicial, arbitral or investigative proceeding initiated by any private party or by any regulator, governmental entity, or self-regulatory organization, that relates to or arises from any matter with which Executive was involved during his employment with the Company and the Insight GroupCompany, or that concerns any matter of which Executive has information or knowledge (collectively, a “Proceeding”). Executive’s duty of cooperation includes, but is not limited to: (ai) meeting with the Company’s attorneys by telephone or in person at mutually convenient times and places in order to state truthfully Executive’s recollection of events; (bii) appearing at the Company’s request, upon reasonable notice, request as a witness at depositions or trials, without the necessity of a subpoena, in order to state truthfully Executive’s knowledge of matters at issue; and (ciii) signing at the Company’s reasonable request declarations or affidavits that truthfully state matters of fact of which Executive has knowledgepersonal knowledge obtained during the course of his employment at Janus; provided that this Agreement shall not be deemed to require Executive to execute any declaration or affidavit that in his good faith opinion is inaccurate or incomplete in any respect. The Company’s duty of cooperation includes, but is not limited to: (i) to providing Executive and his counsel access to documents, information, witnesses and the Company’s legal counsel as is reasonably necessary to litigate on behalf of Executive in any Proceeding; and (ii) indemnifying Executive and his counsel for any and all reasonable costs and expenses, including reasonable legal fees in connection with any request for cooperation from the Company as set forth in this Section 7. In addition, Executive agrees to notify the Insight GroupCompany’s General Counsel promptly of any requests for information or testimony that he receives in connection with any litigation or investigation relating to the Company’s business, and the Company agrees to notify Executive promptly of any requests for information or testimony that it receives relating to Executive. Notwithstanding any other provision of this Agreement, this Agreement shall not be construed or applied so as to require any party Party to violate any confidentiality agreement or understanding with any third party, nor shall it be construed or applied so as to compel any party Party to take any action, or omit to take any action, requested or directed by any regulatory or law enforcement authority. The Company shall exercise reasonable good faith efforts to minimize the extent to which its requests for cooperation pursuant to this Section 11 conflict with Executive’s prior professional and personal commitments, and shall reimburse Executive for the expenses that he reasonably and necessarily incurs in honoring his duty of cooperation under this Section 11, provided that Executive has secured the Company’s prior consent to incur such expenses.

Cooperation in Proceedings. The In exchange for the consideration detailed in Section 1, the Company and Executive agree that they shall fully cooperate with each other with respect to any claim, litigation or judicial, arbitral or investigative proceeding initiated by any private party or by any regulator, governmental entity, or self-regulatory organization, that relates to or arises from any matter with which Executive was involved during his employment with the Company and the Insight GroupCompany, or that concerns any matter of which Executive has information or knowledge (collectively, a “Proceeding”)knowledge. Executive’s duty of cooperation includes, but is not limited to: (ai) meeting with the Company’s attorneys by telephone or in person at mutually convenient times and places in order to state truthfully Executive’s recollection of events; (bii) appearing at the Company’s request, upon reasonable notice, request as a witness at depositions or trials, without the necessity of a subpoena, in order to state truthfully Executive’s knowledge of matters at issue; and (ciii) signing at the Company’s reasonable request declarations or affidavits that truthfully state matters of which Executive has knowledge. The Company’s duty of cooperation includes, but is not limited to: (i) providing Executive and his counsel access to documents, information, witnesses and the Company’s legal counsel as is reasonably necessary to litigate on behalf of Executive in any Proceeding; and (ii) indemnifying Executive and his counsel for any and all reasonable costs and expenses, including reasonable legal fees in connection with any request for cooperation from the Company as set forth in this Section 7. In addition, Executive agrees to notify the Insight GroupCompany’s General Counsel Chief Legal Officer promptly of any requests for information or testimony that he receives in connection with any litigation or investigation relating to the Company’s business, and the Company agrees to promptly notify Executive promptly of any requests for information or testimony that it receives relating to Executive. Notwithstanding any other provision of this Agreement, this Agreement shall not be construed or applied so as to require any party Party to violate any confidentiality agreement or understanding with any third party, nor shall it be construed or applied so as to compel any party Party to take any action, or omit to take any action, requested or directed by any regulatory or law enforcement authority. Company shall provide Executive with separate legal counsel consistent with Board Resolution regarding representation of former officers. If Executive is required to travel under this Agreement, such travel shall be consistent with his prior role as an executive officer and shall be reimbursed by the Company. Executive shall xxxx Company on a monthly basis and include supporting data and documentation for the expense(s).

Cooperation in Proceedings. The Company and Executive agree Consultant agrees that they he shall fully cooperate with each other with respect to any claim, litigation or judicial, arbitral or investigative proceeding initiated by any private party or by any regulator, governmental entity, or self-regulatory organization, that relates to or arises from any matter with which Executive Consultant was involved during his employment with the Company and the Insight GroupCompany, or that concerns any matter of which Executive Consultant has information or knowledge (collectively, a “Proceeding”). ExecutiveConsultant’s duty of cooperation includes, but is not limited to: (ai) meeting with the Company’s attorneys by telephone or in person at mutually convenient times and places in order to state truthfully ExecutiveConsultant’s recollection of events; (bii) appearing at the Company’s request, upon reasonable notice, request as a witness at depositions or trials, without the necessity of a subpoena, in order to state truthfully ExecutiveConsultant’s knowledge of matters at issue; and (ciii) signing at the Company’s reasonable request declarations or affidavits that truthfully state matters of which Executive Consultant has knowledge. The Company’s duty of cooperation includes, but is not limited to: (i) providing Executive and his counsel access to documents, information, witnesses and Company shall reimburse the Company’s legal counsel as is reasonably necessary to litigate on behalf of Executive in any Proceeding; and (ii) indemnifying Executive and his counsel Consultant for any and all reasonable documented costs and expenses, including reasonable legal fees expenses and time (in an amount equal to $100 per hour) incurred in connection with any request for cooperation from Proceeding after the Company as set forth in this Section 7Consulting Period. In addition, Executive Consultant agrees to notify the Insight GroupCompany’s General Counsel Chairman of the Board of Directors, or his designee, promptly of any requests for information or testimony that he receives in connection with any litigation or investigation relating to the Company’s business, and the Company agrees to notify Executive promptly of any requests for information or testimony that it receives relating to Executive. Notwithstanding any other provision of this Agreement, this Agreement shall not be construed or applied so as to require any party to this Agreement (each a “Party”) to violate any confidentiality agreement or understanding with any third party, nor shall it be construed or applied so as to limit any Party from providing candid, truthful statements to any governmental or regulatory body or compel any party Party to take any action, or omit to take any action, requested or directed by any governmental or regulatory or law enforcement authoritybody.

Cooperation in Proceedings. The Company and Executive agree that they shall fully cooperate with each other with respect to any claim, litigation or judicial, arbitral or investigative proceeding initiated by any private party or by any regulator, governmental entity, or self-regulatory organization, that relates to or arises from any matter with which Executive was involved during his employment with the Company and the Insight GroupCompany, or that concerns any matter of which Executive has information or knowledge (collectively, a “Proceeding”). Executive’s duty of cooperation includes, but is not limited to: (a) meeting with the Company’s attorneys by telephone or in person at mutually convenient times and places in order to state truthfully Executive’s recollection of events; (b) appearing at the Company’s request, upon reasonable notice, as a witness at depositions or trials, without the necessity of a subpoena, in order to state truthfully Executive’s knowledge of matters at issue; and (c) signing at the Company’s reasonable request declarations or affidavits that truthfully state matters of which Executive has knowledge. The Company’s duty of cooperation includes, but is not limited to: (i) providing Executive and his counsel access to documents, information, witnesses and the Company’s legal counsel as is reasonably necessary to litigate on behalf of Executive in any Proceeding; and (ii) indemnifying Executive and his counsel for any and all reasonable costs and expenses, including reasonable legal fees in connection with any request for cooperation from the Company as set forth in this Section 7paragraph. In addition, Executive agrees to notify the Insight GroupCompany’s General Counsel promptly of any requests for information or testimony that he receives in connection with any litigation or investigation relating to the Company’s business, and the Company agrees to notify Executive promptly of any requests for information or testimony that it receives relating to Executive. Notwithstanding any other provision of this Agreement, this Agreement shall not be construed or applied so as to require any party Party to violate any confidentiality agreement or understanding with any third party, nor shall it be construed or applied so as to compel any party Party to take any action, or omit to take any action, requested or directed by any regulatory or law enforcement authority.

Cooperation in Proceedings. The Company and Executive agree Consultant agrees that they he shall fully cooperate with each other with respect to any claim, litigation or judicial, arbitral or investigative proceeding initiated by any private party or by any regulator, governmental entity, or self-regulatory organization, that relates to or arises from any matter with which Executive Consultant was involved during his employment with the Company and the Insight GroupCompany, or that concerns any matter of which Executive Consultant has information or knowledge (collectively, a “Proceeding”). ExecutiveConsultant’s duty of cooperation includes, but is not limited to: (ai) meeting with the Company’s attorneys by telephone or in person at mutually convenient times and places in order to state truthfully ExecutiveConsultant’s recollection of events; (bii) appearing at the Company’s request, upon reasonable notice, request as a witness at depositions or trials, without the necessity of a subpoena, in order to state truthfully ExecutiveConsultant’s knowledge of matters at issue; and (ciii) signing at the Company’s reasonable request declarations or affidavits that truthfully state matters of which Executive Consultant has knowledge. The Company’s duty of cooperation includes, but is not limited to: (i) providing Executive and his counsel access to documents, information, witnesses and Company shall reimburse the Company’s legal counsel as is reasonably necessary to litigate on behalf of Executive in any Proceeding; and (ii) indemnifying Executive and his counsel Consultant for any and all reasonable documented costs and expenses, including reasonable legal fees expenses and time (in an amount equal to $250 per hour) incurred in connection with any request for cooperation from Proceeding after the Company as set forth in this Section 7Consulting Period. In addition, Executive Consultant agrees to notify the Insight GroupCompany’s General Counsel Executive Vice President, Chief Legal Officer and Secretary promptly of any requests for information or testimony that he receives in connection with any litigation or investigation relating to the Company’s business, and the Company agrees to notify Executive promptly of any requests for information or testimony that it receives relating to Executive. Notwithstanding any other provision of this Agreement, this Agreement shall not be construed or applied so as to require any party to this Agreement (each a “Party”) to violate any confidentiality agreement or understanding with any third party, nor shall it be construed or applied so as to limit any Party from providing candid, truthful statements to any governmental or regulatory body or compel any party Party to take any action, or omit to take any action, requested or directed by any governmental or regulatory or law enforcement authoritybody.

Cooperation in Proceedings. The Company and Executive Employee agree that they shall fully cooperate with each other with respect to any claim, litigation or judicial, arbitral or investigative proceeding initiated by any private party or by any regulator, governmental entity, or self-regulatory organization, that relates to or arises from any matter with which Executive Employee was involved during his employment with the Company and the Insight GroupCompany, or that concerns any matter of which Executive Employee has information or knowledge (collectively, a “Proceeding”). ExecutiveEmployee’s duty of cooperation includes, but is not limited to: (a) meeting with the Company’s attorneys by telephone or in person at mutually convenient times and places in order to state truthfully ExecutiveEmployee’s recollection of events; (b) appearing at the Company’s request, upon reasonable notice, as a witness at depositions or trials, without the necessity of a subpoena, in order to state truthfully ExecutiveEmployee’s knowledge of matters at issue; and (c) signing at the Company’s reasonable request declarations or affidavits that truthfully state matters of which Executive Employee has knowledge. The Company’s duty of cooperation includes, but is not limited to: (i) providing Executive Employee and his counsel access to documents, information, witnesses and the Company’s legal counsel as is reasonably necessary to litigate on behalf of Executive Employee in any Proceeding; and (ii) indemnifying Executive Employee and his counsel for any and all reasonable costs and expenses, including reasonable legal fees fees, in connection with any request for cooperation from the Company as set forth in this Section 7paragraph. In addition, Executive Employee agrees to notify the Insight GroupCompany’s General Counsel promptly of any requests for information or testimony that he receives in connection with any litigation or investigation relating to the Company’s business, and the Company agrees to notify Executive Employee promptly of any requests for information or testimony that it receives relating to ExecutiveEmployee. Notwithstanding any other provision of this Agreement, this Agreement shall not be construed or applied so as to require any party Party to violate any confidentiality agreement or understanding with any third party, nor shall it be construed or applied so as to compel any party Party to take any action, or omit to take any action, requested or directed by any regulatory or law enforcement authority.

Cooperation in Proceedings. The Company and Executive agree that they shall fully cooperate with each other with respect to any claim, litigation or judicial, arbitral or investigative proceeding initiated by any private party or by any regulator, governmental entity, or self-regulatory organization, that relates to or arises from any matter with which Executive was involved during his her employment with the Company and the Insight GroupCompany, or that concerns any matter of which Executive has information or knowledge (collectively, a “Proceeding”). Executive’s duty of cooperation includes, but is not limited to: (a) meeting with the Company’s attorneys by telephone or in person at mutually convenient times and places in order to state truthfully Executive’s recollection of events; (b) appearing at the Company’s request, upon reasonable notice, as a witness at depositions or trials, without the necessity of a subpoena, in order to state truthfully Executive’s knowledge of matters at issue; and (c) signing at the Company’s reasonable request declarations or affidavits that truthfully state matters of which Executive has knowledge. The Company’s duty of cooperation includes, but is not limited to: (i) providing Executive and his her counsel access to documents, information, witnesses and the Company’s legal counsel as is reasonably necessary to litigate on behalf of Executive in any Proceeding; and (ii) indemnifying Executive and his her counsel for any and all reasonable costs and expenses, including reasonable legal fees in connection with any request for cooperation from the Company as set forth in this Section 7paragraph. In addition, Executive agrees to notify the Insight GroupCompany’s General Counsel promptly of any requests for information or testimony that he she receives in connection with any litigation or investigation relating to the Company’s business, and the Company agrees to notify Executive promptly of any requests for information or testimony that it receives relating to Executive. Notwithstanding any other provision of this Agreement, this Agreement shall not be construed or applied so as to require any party Party to violate any confidentiality agreement or understanding with any third party, nor shall it be construed or applied so as to compel any party Party to take any action, or omit to take any action, requested or directed by any regulatory or law enforcement authority.

Cooperation in Proceedings. The Company and Executive agree that they shall fully cooperate with each other with respect to any claim, litigation or judicial, arbitral or investigative proceeding initiated by any private party or by any regulator, governmental entity, or self-regulatory organization, that relates to or arises from any matter with which Executive was involved during his Executive’s employment with the Company and the Insight GroupCompany, or that concerns any matter of which Executive has information or knowledge (collectively, a “Proceeding”). Executive’s duty of cooperation includes, but is not limited to: (ai) meeting with the Company’s attorneys by telephone or in person at mutually convenient times and places in order to state truthfully Executive’s recollection of events; (bii) appearing at the Company’s request, upon reasonable notice, request as a witness at depositions or trials, without the necessity of a subpoena, in order to state truthfully Executive’s knowledge of matters at issue; and (ciii) signing at the Company’s reasonable request declarations or affidavits that truthfully state matters of fact of which Executive has knowledgepersonal knowledge obtained during the course of Executive’s relationship with the Company. The Company’s duty of cooperation includes, but is not limited to: (i) to providing Executive and his Executive’s counsel access to documents, information, witnesses and the Company’s legal counsel as is reasonably necessary to litigate on behalf of Executive in any Proceeding; and (ii) indemnifying Executive and his counsel for any and all reasonable costs and expenses, including reasonable legal fees in connection with any request for cooperation from the Company as set forth in this Section 7. In addition, Executive agrees to promptly notify the Insight GroupCompany’s General Counsel promptly of any requests for information or testimony that he Executive receives in connection with any litigation or investigation relating to the Company’s business, and the Company agrees to notify Executive promptly of any requests for information or testimony that it receives relating to Executive. Notwithstanding any other provision of this Agreement, this Agreement shall not be construed or applied so as to require any party Party to violate any confidentiality agreement or understanding with any third party, nor shall it be construed or applied so as to compel any party Party to take any action, or omit to take any action, requested or directed by any regulatory or law enforcement authority. The Company shall exercise reasonable good faith efforts to minimize the extent to which its requests for cooperation pursuant to this section conflict with Executive’s prior professional and personal commitments, and shall reimburse Executive for the expenses (but shall not pay Executive for the first 40 hours of Executive’s time) that Executive reasonably and necessarily incurs in honoring Executive’s duty of cooperation under this section, provided that Executive has secured the Company’s prior consent to incur such expenses. If the Executive is required to spend more than forty (40) hours during the twelve month period following the Separation Date in the performance of such assistance, the Company shall provide Executive with reasonable hourly compensation for any hours in excess of such forty (40) hour threshold.

Cooperation in Proceedings. The Company and Executive agree that they shall fully cooperate with each other with respect to any claim, litigation or judicial, arbitral or investigative proceeding initiated by any private party or by any regulator, governmental entity, or self-regulatory organization, that relates to or arises from any matter with which Executive was involved during his employment with the Company and the Insight GroupCompany, or that concerns any matter of which Executive has information or knowledge (collectively, a “Proceeding”). Executive’s duty of cooperation includes, but is not limited to: (ai) meeting with the Company’s attorneys by telephone or in person at mutually convenient times and places in order to state truthfully Executive’s recollection of events; (bii) appearing at the Company’s request, upon reasonable notice, request as a witness at depositions or trials, without the necessity of a subpoena, in order to state truthfully Executive’s knowledge of matters at issue; and (ciii) signing at the Company’s reasonable request declarations or affidavits that truthfully state matters of which Executive has knowledge. The Company’s duty of cooperation includes, but is not limited to: (i) to providing Executive and his counsel access to documents, information, witnesses and the Company’s legal counsel as is reasonably necessary to litigate on behalf of Executive in any Proceeding; and (ii) indemnifying Executive and his counsel for any and all reasonable costs and expenses, including reasonable legal fees in connection with any request for cooperation from the Company as set forth in this Section 7. In addition, Executive agrees to notify the Insight GroupCompany’s General Counsel promptly of any requests for information or testimony that he receives in connection with any litigation or investigation relating to the Company’s business, and the Company agrees to notify Executive promptly of any requests for information or testimony that it receives relating to Executive. Notwithstanding any other provision of this Agreement, this Agreement shall not be construed or applied so as to require any party Party to violate any confidentiality agreement or understanding with any third party, nor shall it be construed or applied so as to compel any party Party to take any action, or omit to take any action, requested or directed by any regulatory or law enforcement authority.

Cooperation in Proceedings. The Company and Executive Retiree agree that they shall fully cooperate with each other with respect to any claim, litigation or judicial, arbitral or investigative proceeding initiated by any private party or by any regulator, governmental entity, or self-regulatory organization, that relates to or arises from any matter with which Executive Retiree was involved during his employment with the Company and the Insight GroupCompany, or that concerns any matter of which Executive Retiree has information or knowledge (collectively, a “Proceeding”). ExecutiveRetiree’s duty of cooperation includes, but is not limited to: (ai) meeting with the Company’s attorneys by telephone or in person at mutually convenient times and places in order to state truthfully ExecutiveRetiree’s recollection of events; (bii) appearing at the Company’s request, upon reasonable notice, as a witness at depositions or trials, without the necessity of a subpoena, in order to state truthfully ExecutiveRetiree’s knowledge of matters at issue; and (ciii) signing at the Company’s reasonable request declarations or affidavits that truthfully state matters of which Executive Retiree has knowledge. The Company’s duty of cooperation includes, but is not limited to: (i) providing Executive Retiree and his counsel access to documents, information, witnesses and the Company’s legal counsel as is reasonably necessary to litigate on behalf of Executive Retiree in any Proceeding; and (ii) indemnifying Executive Retiree and his counsel for any and all reasonable costs and expenses, including reasonable legal fees in connection with any request for cooperation from the Company as set forth in this Section 7paragraph. In addition, Executive Retiree agrees to notify the Insight GroupCompany’s General Counsel promptly of any requests for information or testimony that he receives in connection with any litigation or investigation relating to the Company’s business, and the Company agrees to notify Executive Retiree promptly of any requests for information or testimony that it receives relating to ExecutiveRetiree. Notwithstanding any other provision of this Agreement, this Agreement shall not be construed or applied so as to require any party Party to violate any confidentiality agreement or understanding with any third party, nor shall it be construed or applied so as to compel any party Party to take any action, or omit to take any action, requested or directed by any regulatory or law enforcement authority.