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directors, officers, employees and subcontractors <br /> harmless from and against all claims, damages, <br /> losses and expense, including direct and indirect <br /> or consequential damages and attorneys' fees. This <br /> indemnification shall be in excess of the indemni- <br /> fication limits provided in Subsection 7 (h) of this <br /> Agreement. <br /> (j ) Governing Law <br /> This Agreement shall be governed by and <br /> construed in accordance with the laws of the State <br /> of Illinois. <br /> (k) Legal Proceedings <br /> In the event Harza's employees are at any time <br /> required by the Client to provide testimony, answer <br /> interrogatories or otherwise provide information <br /> ("testimony' ) in preparation for or at a trial, <br /> hearing, proceeding or inquiry ("proceeding") <br /> arising out of the services that are the subject of <br /> this Agreement, where Harza is not a party to such <br /> proceeding, the Client will compensate Harza for its <br /> services pursuant to Harza's Schedule of Charges <br /> then in effect and reimburse Harza for all related <br /> direct costs incurred in connection with providing <br /> such services. This provision shall be of no effect <br /> if the parties have agreed in a separate agreement <br /> 891012 <br /> WP298-AG -10- <br />