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INDEMNIFICATION The Client shall indemnify, defend and hold harmless Diamond Environmental Services, Inc. and its agents and employees of and from any and all claims, losses, liabilities, injuries, costs, damages, sanctions, penalties, expenses or other demands of every kind and nature whatsoever, including, without limitation, the costs of defending any such claims, liabilities and demands, including, without limitation, reasonable attorneys' and accountants' fees therefore, joint or several, which may be asserted against such Diamond Environmental Services, Inc. by a third party and which arise out of, incident to or in any manner occasioned by the performance or non - performance by any duty, obligation or responsibility under these Terms and Conditions by the Client hereunder. This provision, shall not apply with respect to any losses that are finally judicially determined to have resulted primarily from the gross negligence or willful misconduct of Diamond Environmental Services, Inc. ATTORNEY'S FEES If any action at law or in equity is brought to enforce or interpret the provisions of any agreement between the parties and /or these Terms and Conditions, Diamond Environmental Services, Inc. shall be entitled to its reasonable attorney's fees and costs in addition to another other relief to which he may be entitled. SEVERABILITY IN EVENT OF PARTIAL INVALIDITY If any provision of these Terms and Conditions is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of these Terms and Conditions will be severable and remain in effect. GOVERNING LAW All matters affecting the interpretation of these Terms and Conditions and the rights of the Parties hereto shall be governed by the laws of the State of Indiana without giving effect to its provisions on conflicts of laws. ENTIRE AGREEMENT The quotation and these Terms and Conditions contain the entire agreement of the parties relating to its subject matter. No other agreement, statement, or promise made on or before the effective date of this agreement will be binding on the parties. MODIFICATION BY SUBSEQUENT AGREEMENT These Terms and Conditions may be modified by subsequent agreement of the parties only by an instrument in writing signed by all parties hereto. F: \City of South Bend \Schillings Camera Shop. /D12506 \Agreement for Services.doc 2/28/2012