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... The Agency agrees, to the extent permitted by law, that it shall hold harmless, indemnify, and defend [Employee] against any loss or liability resulting from his involvement in performing his authorized duties as an officer, Director or employee of the Agency. 10.12 Non waiver of Breach. A party's failure to insist upon strict adherence to any one or more of the provisions in this Contract, on one or more occasions, shall not be construed as a waiver nor deprive that party of the right to require strict compliance thereafter ... paragraph 6.1.4 below, shall be defined as: (i ) Failure or refusal to faithfully and diligently perform his obligations as an employee of the Agency in accordance with the provisions of this Contract; (ii) Failure or refusal to comply with the employment policies, standards or regulations established by the Board from time to time, provided those do not materially conflict with provisions of this Contract; (iii) Gross negligence in the performance of or inattention to the duties properly and assigned to him in accordance with this Contract; ( ... is given a leave of absence by the Board within its discretion. The determination of disability' shall be made by (i ) the carrier for his Agency-paid disability policy, if any, or if there is no such policy then (ii) by two independent physicians chosen one by him and one by the Agency. 6.1.3 For Cause. In addition, [Employee] 's active management duties may be terminated for cause', defined as follows: (a ) Immediate Termination. Cause for immediate termination shall be any ...

...t by [Employee] with respect to the non-disclosure or non-compete provisions of the Shareholders...ctor or employee of the Agency. 10.12 Non waiver of Breach. A party's failure...