INDEMNIFICATION
Client shall indemnify, defend and hold USA Rags to Riches and USA Rags to Riches's subsidiaries and affiliated companies, distributors, and their respective officers, members, managers, employees, agents, and other representatives harmless from and against any and all claims, actions, suits, judgments, damages, losses, and expenses (including reasonable attorneys' fees) of whatsoever kind and nature imposed on, incurred by, or asserted against the USA Rags to Riches by any third party, arising out of the Services or any breach by the Client of any covenant or other provision hereof.
CONFIDENTIAL INFORMATION
All terms, including all rights and obligations, of both the Client and USA Rags to Riches under any effective Non-Disclosure Agreement entered into between Client and USA Rags to Riches before the Effective Date shall be incorporated herein by reference and made a part hereof.
DISCLAIMERS
Nothing in this Agreement, and nothing in USA Rags to Riches's statements to Client, will be construed as a promise or guarantee about the outcomes of the Services or the success of Client's business except potential billing modifications outlined in Section 3. Additionally, USA Rags to Riches's Services are not to be construed in any way whatsoever as legal advice or of a legal nature.
SEVERABILITY
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law.
ENTIRE AGREEMENT
This Agreement contains the complete agreement between the parties concerning the subject matter. It supersedes all other agreements between the parties, whether written or oral, relating thereto and may not be modified except by a written instrument executed by both parties.
DISPUTES
This Agreement shall be subject to the laws of the United States and the State of California in all respects. If a dispute, controversy, or claim arises from or relates to this Agreement or its breach, the appropriate venue for dispute resolution will be the Superior Court of Lake Forest.