Provided that Consultant is in compliance with this Consulting Agreement, the Company shall list Consultant as additional insured on its Directors and Officer’s insurance policy and shall indemnify and hold harmless Consultant from and against all losses, judgments, damages, expenses (including reasonable attorneys fees and costs provided that the Company consents to Consultant’s attorneys which consent shall not be unreasonably withheld), liabilities, judgments, and amounts paid in settlement (collectively “ Damages ”) incurred by or asserted against Consultant arising from Consultant’s performance of the Services, except for any Damages arising from any act(s) that was caused by Consultant’s dishonesty, willful misconduct, or gross negligence in performing the Services.