5. CRISIS MANAGEMENT. We will reimburse the NAMED INSURED up to $20,000 per POLICY PERIOD for fees, costs, and expenses incurred by the NAMED INSURED within 6 months of the CRISIS EVENT and directly caused by the CRISIS EVENT, resulting from CRISIS EVENT MANAGEMENT SERVICES. The CRISIS EVENT must first occur and must be reported to the Company during the POLICY PERIOD. The most we will pay under this additional coverage per POLICY PERIOD for CRISIS EVENT expenses associated with all CRISIS EVENTS subject to this paragraph is $20,000. No deductible shall apply to this coverage. Limits provided by this paragraph are part of and not in addition to the limits provided by the POLICY. II. DEFENSE, INVESTIGATION AND SETTLEMENT OF CLAIMS A. We shall have the right and duty to defend, investigate, and conduct any settlement negotiations arising from any CLAIM first made against the INSURED during the POLICY PERIOD based upon alleged WRONGFUL ACTS of an INSURED. We shall have the right to select the attorney to represent and defend an INSURED for any CLAIM that is made against an INSURED. We shall have the right to select arbitrators in the event of any arbitration proceedings. B. We shall not settle any CLAIM without your consent. If we recommend a settlement to you which is acceptable to the claimant, and you do not agree with us and would rather contest the matter, our ultimate liability, subject to the DEDUCTIBLE, will be limited to the total of: 1. the amount for which the CLAIM could have been settled at that time, plus 40% of the amount of DAMAGES which are in excess of that settlement, subject to paragraph C of this section, and 2. the amount of CLAIM EXPENSE that was incurred up to the time we made the recommendation, plus 40% of the amount of CLAIM EXPENSES which are in excess of that settlement, subject to paragraph C of this section. The remaining 60% of any DAMAGES or CLAIM EXPENSES will be uninsured at the INSURED'S own risk. C. We shall not be obligated to pay any DAMAGES or defend or continue to defend any CLAIM after the Per CLAIM Limit of Liability or Aggregate Limit of Liability under this POLICY has been exhausted by payment of DAMAGES or after the deposit in a court having jurisdiction of sums exhausting the Per CLAIM Limit of Liability or Aggregate Limit of Liability. D. If the applicable Limit of Liability is exhausted by the payment of DAMAGES, we will notify the INSURED as soon as practicable of all outstanding CLAIMS we are defending that are subject to such limit. E. If the applicable Limit of Liability is exhausted, we agree to take all steps necessary during a transfer of control of defense to the INSURED of any outstanding CLAIM and agree to continue that defense during such transfer. When we take such steps, you agree that we do not waive or relinquish any of our rights under the POLICY. We agree to pay up to $10,000 in reasonable CLAIM EXPENSES incurred by us during such transfer, after the applicable Limit of Liability has been exhausted. Any additional CLAIM EXPENSES will be the responsibility of the INSURED. III. REPORTING AND NOTICE INSURED’S duties in the event of any CLAIM or any POTENTIAL CLAIM: A. The INSURED shall not without our written consent, do any of the following: 1. admit liability; 2. participate in any settlement discussions nor enter into any settlement; 3. incur any cost or expenses; or 4. produce documents, provide a recorded statement, or give any deposition regarding any actual or alleged WRONGFUL ACT. SP 4 584 1215 Copyright ©2015 Westport Insurance Corporation. All rights reserved. Page 3 of 15 Insured Copy