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(1) Legal ProceedinQs <br /> In the event Harza's employees are at any time required by the Client to provide testimony, answer <br /> interrogatories or otherwise provide information ("testimony') in preparation for or at a trial, hearing, proceeding <br /> or inquiry ("proceeding") arising out of the services that are the subject of this Agreement, where Harza is not a <br /> party to such proceeding,the Client will compensate Harza for its services pursuant to Harza's Schedule of Charges <br /> then in effect and reimburse Harza for all related direct costs incurred in connection with providing such services. <br /> 'This provision shall be of no effect if the parties have agreed in a separate agreement or in an amendment to this <br /> Agreement to terms which specifically supersede this provision, nor shall this provision apply in the event the <br /> Client engages Harza to provide expert testimony or litigation support, which services shall be the subject of a <br /> separate agreement or amendment to this Agreement. <br /> (m) Successors and AssiQns <br /> The terms of this Agreement shall be binding upon and inure to the benefit of the parties and their respective <br /> successors and assigns; provided, however, that neither pariy shail assign this Agreement in whole or in part <br /> without the prior written approval of the other. <br /> (n) Waiver of Contract Breach <br /> The waiver of one party of any breach of this Agreement ar the failure of one party to enforce at any time,or <br /> for any period of time,any of the provisions hereof,and shall be limited to the particular instance,shall not operate <br /> or be deemed to waive any future breaches of this Agreement and shall not be construed to be a waiver of any <br /> provision,except for the particular instance. <br /> (o) Entire Understanding of Agreement <br /> T'his Agreement represents and incorporates the entire understanding of the parties hereto, and each party <br /> acknowledges that there are no warranties, representations, covenants or understandings of any kind, matter or <br /> description whatsoever, made by either party to the other except as expressly set forth herein. Client and Harza <br /> hereby agree that any purchase orders, invoices, confirmations, acknowledgements or other similar documents <br /> executed or delivered with respect to the subject matter hereof that conflict with the terms of this Agreement shall <br /> be null,void,and without effect to the extent they conflict with the terms of this Agreement. <br /> (p) Amendment <br /> This Agreement shall not be subject to amendment unless another instrument is executed by duly authorized <br /> representatives of each of the parties and entitled"Amendment to Agreement." <br /> (c� Severability of Invalid Provisions <br /> If any provisions of the Agreement shall be held to contravene or be invalid under the laws of any particular <br /> state, country or jurisdiction where used, such contravention shall not invalidate the entire Agreement, but it shall <br /> be construed as if not containing the particular provisions or provisions held to be invalid in the particular state, <br /> Page 6 of 15 <br />