R2009-23 ESTABLISHING DEFERRED COMPENSATION PROGRAM

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� • 1 � � 15. ATTORNEYS' FEES Each party agrees that in the event of a claim, arbitration, or lawsuft filed by a party to this Agreement, each party shall be responsible for its own attorneys'fees and/or any costs or expenses related to the bringing or defense of any such claim, arbitration, or lawsuit. 16. CONTRACT TERM This agreement is effective until terminated in accordance with Section 3 above. 17. ASSIGNABILIIY No party to this Agreement shall assign the same without the express written consent of the other party, which consent shall not to be unreasonably withheld. This provision shall not restrict Nationwide's right to delegate certain services to an agent, including any affiliate. Unless agreed to by the parties, no such assignment shall relieve any party to this Agreement of any duties or responsibilities herein. 18. PARTIES BOUND This Agreement and the provisions thereof shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties. 19. APPLICABLE LAW � This Agreement shall be construed in accordance with the laws operating within the State of Ohio. 20. UNLAWFUL PROVISIONS In the event any provisions of this Agreement shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts of the Agreement, but the same shall be construed and enforced as if said illegal or invalid provisions had never been inserted herein. Notwithstanding anything contained I herein to the contrary, no party to this Agreement will be required to perform or render any services !� hereunder, the pertormance or rendition of which would be in violation of any laws relating thereto. I, 21. MODIFICATION This writing is intended both as the final expression of the Agreement between the parties and as a complete statement of the terms of the Agreement. No modification of this Agreement shall be effective unless and until such modification is evidenced by a writing signed by both parties. 22. NO WAIVER � The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or of any other provision in the Agreement and neither party may, at any time, enforce the provision previously waived, unless a modification to this Agreement has been executed. 23. SEVERABILITY The provisions of this Agreement are severable, and, if for any reason a clause, sentence, paragraph, or other part of this Agreement shall be determined to be invalid by a court or federal or state EMPLOYER, board, or commission having jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions of this Agreement which can be given effect without the invalid provision. 24. NOTICES All notices and demands to be given under this Agreement by one party to another shall be given by certifled or United States mail, addressed to the party to be notified or upon whom a demand is being made, at the - 8- M:\Corp�20381020/Nationwnde Masier Administration Agreemenl.doc DC-4055-0905�nlj