Litigation/Audit Cooperation Clause Samples

Litigation/Audit Cooperation. Executive agrees that following the termination of his employment for any reason, for a period of twelve (12) months he shall reasonably cooperate at mutually convenient times and locations in connection with (a) the defense of, or prosecution by, the Company or any of its affiliates with respect to any threatened or pending litigation or in any investigation or proceeding by any governmental agency or body that relates to any events or actions which occurred during the term of Executive’s employment with, or service to, the Company; and (b) any audit of the financial statements of the Company with respect to the period of time when Executive was employed by the Company as Chief Financial Officer. The Company shall reimburse Executive for reasonable expenses incurred by Executive in connection with such cooperation. Executive shall be compensated for his time at a mutually agreed upon rate for any services other than the provision of information to the Company or its counsel and/or testifying as a witness, which he shall undertake without any compensation up to a maximum obligation of 120 hours.

Litigation/Audit Cooperation. Following the Termination Date, you shall reasonably cooperate with the Company in connection with: (a) any internal or governmental investigation or administrative, regulatory, arbitral or judicial proceeding involving the Company with respect to matters relating to your employment with or service to the Company (collectively, “Litigation”); or (b) any audit of the financial statements of the Company with respect to the period of time when you were employed by the Company (“Audit”). You acknowledge that such cooperation may include, but shall not be limited to, your making yourself available to the Company (or their respective attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or affidavits that provide truthful information in connection with any Litigation or Audit; (ii) appearing at the request of the Company to give testimony without requiring service of a subpoena or other legal process; (iii) volunteering to the Company pertinent information related to any Litigation or Audit; (iv) providing information and legal representations to the auditors of the Company, in a reasonable form and within a reasonable time frame, with respect to the Company’s financial statements for the period in which you were employed by the Company; and (v) turning over to the Company any documents relevant to any Litigation or Audit that are or may come into your possession. The Company shall pay you an hourly rate of $500.00 per hour for time spent in connection with providing the services under this Paragraph 12 and will also reimburse you for reasonable travel expenses incurred in connection with providing the services under this Confidential 5 Exhibit 10.18 Paragraph 12, including lodging and meals, upon your submission of receipts and invoices which shall be submitted no later than thirty (30) days following the date of service.

Litigation/Audit Cooperation. Following the termination of the Executive’s employment for any reason, Executive shall reasonably cooperate with the Company and/or Agendia, N.V. in connection with (a) the defense of, or prosecution by, the Company, Agendia, N.V. or any of their Affiliates with respect to any threatened or pending litigation or in any investigation or proceeding by any governmental agency or body that relates to any events or actions which occurred during the term of Executive’s employment with, or service to, the Company, Agendia, N.V. or any of their Affiliates; and (b) any audit of the financial statements of the Company, Agendia, N.V. or any of their Affiliates with respect to the period of time when Executive was employed by the Company, Agendia, N.V. or any of their Affiliates. The Company shall reimburse Executive for reasonable expenses incurred by Executive in connection with such cooperation

Litigation/Audit Cooperation. Following the termination of the Executive’s employment for any reason, the Executive will reasonably cooperate with the Company in connection with (a) any internal or governmental investigation or administrative, regulatory, arbitral or judicial proceeding involving the Company with respect to matters as to which the Executive had responsibility or knowledge arising out of the Executive’s employment with, or service as a member of the Board of, the Company (collectively, “Litigation”); or (b) any audit of the financial statements of the Company with respect to the period of time when the Executive was employed by the Company (“Audit”). To the extent (if any) the Company requests such services from the Executive, or the Executive is compelled by a governmental authority to provide services in a matter that does not involve the Executive, the Company will: (i) reimburse the Executive for reasonable travel and other expenses incurred in connection with providing his services under this Section 4.6, and (ii) compensate the Executive for each hour that the Executive provides services pursuant to this Section 4.6 at the rate of $350 per hour. With respect to any month during which the Executive provides services pursuant to this Section 4.6, the Executive will submit a written invoice to the Company that details the amount of time and a description of the services rendered and expenses incurred during such month. The Executive will submit such invoice to the Company not later than fifteen (15) days after the end of such month, and the Company will pay any such invoice within fifteen (15) days after its receipt of such invoice from the Executive.

Litigation/Audit Cooperation. Following the termination of Executive’s employment for any reason, Executive shall reasonably cooperate with the Company or any of its subsidiaries or affiliates (the “Company Group”) in connection with (a) any internal or governmental investigation or administrative, regulatory, arbitral or judicial proceeding PAGE 5 - CHANGE OF CONTROL SEVERANCE AGREEMENT involving any member of the Company Group with respect to matters relating to Executive’s employment with or service as a member of the board of directors of any member of the Company Group other than a third party proceeding in which Executive is a named party and Executive and the Company (or the applicable member(s) of the Company Group) have not entered into a mutually acceptable joint defense agreement (collectively, “Litigation”) or (b) for a two year period following the Termination Date, any audit of the financial statements of any member of the Company Group with respect to the period of time when Executive was employed by any member of the Company Group (“Audit”). Executive acknowledges that such cooperation may include, but shall not be limited to, Executive making himself available to the Company or any other member of the Company Group (or their respective attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or affidavits that provide truthful information in connection with any Litigation or Audit; (ii) appearing at the request of the Company or any member of the Company Group to give testimony without requiring service of a subpoena or other legal process; (iii) volunteering to the Company or any member of the Company Group pertinent information related to any Litigation or Audit; (iv) providing information and legal representations to the auditors of the Company or any member or any member of the Company Group, in a form and within a timeframe requested by the Board, with respect to the Company’s or any member of the Company Group’s opening balance sheet valuation of intangibles and financial statements for the period in which Executive was employed by the Company or any member of the Company Group; and (v) turning over to the Company or any member of the Company Group any documents relevant to any Litigation or Audit that are or may come into Executive’s possession. The Company shall reimburse Executive for reasonable travel expenses incurred in connection with providing the services under this Section 9, including lodging...

Litigation/Audit Cooperation. Executive agrees that following the termination of his employment for any reason, for a period of twelve (12) months he shall reasonably cooperate at mutually convenient times and locations in connection with the defense of, or prosecution by, the Company or any of its affiliates with respect to any threatened or pending litigation or in any investigation or proceeding by any Government Agency or body that relates to any events or actions which occurred during the term of Executive’s employment with, or service to, the Company or any of its affiliates or subsidiaries, whether during or prior to the commencement of the Period of Employment. The Company shall reimburse Executive for reasonable expenses incurred by Executive in connection with such cooperation. Executive shall be compensated for his time at a mutually agreed upon rate for any services other than the provision of information to the Company or its counsel and/or testifying as a witness, which he shall undertake without any compensation up to a maximum obligation of 120 hours.

Litigation/Audit Cooperation. Executive agrees that from the last day of the Term and continuing until the Company receives its audited financial statements for the Company’s first full fiscal year following the fiscal year of the Company in which the Term ends or is terminated, Executive shall reasonably cooperate with the Company and its Subsidiaries in connection with: (a) any internal or governmental investigation or administrative, regulatory, arbitral or judicial proceeding involving the Company and any Subsidiaries with respect to matters relating to Executive’s employment with or service as a member of the Board or the board of directors of any Subsidiary (collectively, “Litigation”); or (b) any audit of the financial statements of the Company or any Subsidiaries with respect to the period of time when Executive was employed by the Company or any Subsidiaries (“Audit”). The Company shall reimburse Executive for reasonable travel expenses incurred in connection with providing the services under this Section 15, including lodging and meals, upon Executive’s submission of receipts. If, due to an actual or potential conflict of interest, it is necessary for Executive to retain separate counsel in connection with providing the services under this Section 15, and such counsel is not otherwise supplied by and at the expense of the Company (pursuant to indemnification rights of the Executive or otherwise), the Company shall further reimburse Executive for the reasonable fees and expenses of such separate counsel.