To the maximum extent permitted by applicable law, the Company shall defend, indemnify and hold harmless Executive from any and all claims, demands, suits, actions, proceedings or other administrative matter, fines, penalties or other matters at law or equity which arise against Executive by reason of being an officer, director or employee of the Company, or which relate to the acts and omissions of Executive which take place in the normal course of the duties of Executive for the Company, or other such acts and omissions as may be otherwise requested of Executive by the Company, provided, however, provided that any settlement, consent to judgment, or similar action taken by Executive without the prior written consent of the Company in respect of any such lawsuit or other claim will not be subject to indemnification hereunder, and provided further that the obligation of the Company to defend, indemnify and hold Executive harmless shall not apply to any acts of willful misconduct on the part of Executive. For purposes of this Section 12, an act shall be treated as willful if done or not done in bad faith and without reasonable belief that such act was in the best interests of the Company. Notwithstanding anything to the contrary, the obligation of the Company to defend, indemnity and hold Executive harmless pursuant to this Agreement shall survive the termination of this Agreement and any other Agreements which may arise between the Company and Executive in the future.