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2 . Indemnification <br /> Replay Systems hereby agrees to defend, indemnify, save and hold harmless <br /> Purchaser, its officers, employees, and agents from and against any and all claims, <br /> causes of action, damages, losses, and expenses, including attorney fees, incurred <br /> as a result of any negligent act or omission by Replay Systems or its employees or <br /> assignees in connection with this Agreement. <br /> 3 . Law and Venue <br /> This agreement shall be governed by the laws of the State of Florida. Venue <br /> for any lawsuit by either party against the other party or otherwise arising out of <br /> this agreement shall be in Indian River County, Florida, and in the event of <br /> federal jurisdiction, in the United States District Court for the Southern District of <br /> Florida. <br /> Attest : INDIAN RIVER COUNTY, FLORIDA <br /> by its Board of County Commissioners <br /> By <br /> Deputy Clerk By it <br /> Y ; oseph A . Baird <br /> County Administrator <br /> Approved as to form and legal <br /> sufficiency : By Authority of Ordinance No , 2005 - 025 <br /> Replay Systems <br /> �t . County Attorney <br /> Approved : By <br /> S o Hu e ent <br /> County Administrator <br />