If (i) Axcess threatens or commences any claim, action or proceeding alleging that the Employee’s employment with the Employer and/or the services provided by the Employee in accordance with this Agreement (an “ Axcess Action ”) violate the Prior Agreement and any and all other covenants, obligations, or contractual commitments that Axcess alleges that the Employee is bound by in conjunction with his employment with Axcess, and (ii) such Axcess Action does not arise from any breach by the Employee of the representations, warranties or covenants under §8(b) or any other provision of this Agreement, the Employer shall indemnify and hold harmless the Employee from and against all losses, expenses, damages and liabilities arising therefrom (including reasonable defense costs) up to $50,000.00, or such additional amount as the parties may subsequently agree to in writing. The Employer shall have the authority to assume and control the defense of an Axcess Action and, in any such case, the Employee shall provide all information, assistance and cooperation as the Employer may reasonably request in connection therewith.