This excerpt taken from the HLYS 10-Q filed May 12, 2008.
shall also be responsible for paying any and all taxes relating directly or indirectly to this Agreement or the performance hereof.
Distributor shall give written notice to the Company within ten (10) days of learning of any such claim, action or liability for which indemnification is provided in the Distributor Agreement. Distributor agrees that any Company Party may employ an attorney of its own selection to defend and/or appeal the claim or action on behalf of such Company Party, at the expense of Distributor. Distributor further agrees that such Company Party may elect to allow Distributor, at Distributors expense, to employ an attorney reasonably satisfactory to such Company Party to defend the indemnified party; provided, however, that such Company Party reserves the right reasonably to disapprove of any such attorney.