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Buxton <br />â–ºDentifying Customers- <br />11. Governing Law. The parties agree that this Agreement shall be deemed to be a <br />contract made under the laws of the State of Texas without regard to its choice of law rules. Any <br />dispute arising herein shall be brought forth in a court of competent jurisdiction in the State of Texas. <br />12. Limited Indemnification <br />a. Buxton agrees that it shall indemnify and hold harmless Client, its <br />subsidiaries, officers, directors, employees and agents and their respective successors and assigns <br />from and against any and all liabilities, claims, demands, damages, expenses (including reasonable <br />attorneys' fees and expenses), fines, penalties, suits, proceedings, actions and causes of action of any <br />kind and nature arising out of or related to the performance by Buxton of services under this <br />Agreement (collectively, 'Buxton Losses "). <br />b. Buxton agrees that it shall, upon the request of Client, assume the defense <br />of any judicial action that may arise in connection with Buxton Losses and shall utilize in such <br />defense counsel that is acceptable to Client, acting in its reasonable discretion. <br />C. Client agrees that it shall indemnify and hold harmless Buxton, its <br />subsidiaries, officers, directors, employees and agents and their respective successors and assigns <br />from and against any and all liabilities, claims, demands, damages, expenses (including reasonable <br />attorneys' fees and expenses), fines, penalties, suits, proceedings, actions and causes of action of any <br />kind and nature arising out of or related to the performance by Client of services under this <br />Agreement (collectively, "Client Losses "). <br />d. Client agrees that it shall, upon the request of Buxton, assume the defense <br />of any judicial action that may arise in connection with Client Losses and shall utilize in such defense <br />counsel that is acceptable to Buxton, acting in its reasonable discretion. <br />e. Buxton and Client agree that all provisions of this paragraph 13 shall <br />survive the termination of this Agreement. <br />13. Employment of Buxton /Client Employees. <br />a. For the term of this Agreement, each party agrees not to recruit and or <br />employ any employee of the other party. <br />2651 South Polaris Drive, Fort Worth, TX 76137 - www.buxtonco.com - 888- 213uxton <br />