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its directors or partners ( as applicable ) , officers, employees , other agents or contractors of any tier to comply with applicable law or regulations of federal , state or local governments ; ( c ) the performance or failure to perform of the Processor under this Agreement ; and ( d ) any breach by Processor of any representation or warranty made in this Agreement . Processor is not required to hold harmless or indemnify any District Indemnified Person for any cost, expense, loss, claim or liability to the extent caused by any District Indemnified Person ' s negligence or reckless misconduct . ( b ) To the extent permitted by law, District shall defend , protect, hold harmless and indemnify Processor, its directors, officers , employees, and agents , from and against any cost, expense, loss, claim or liability whatsoever, including the cost of attorneys' fees and appeals for injury to any person or loss or damage to any property arising out of the negligence of District, or its officers, employees and agents ; provided , however, that nothing herein shall increase District' s liability beyond that set forth in Section 768 . 28 , Florida Statutes . Section 9 . 6 . Dispute Resolution The Parties shall attempt to resolve any and all disputes to the mutual satisfaction of both Parties by good faith negotiations . Whenever a Party desires to initiate the dispute resolution process set forth in this section , it shall do so by delivering a dispute notice to the other Party . Within ten ( 10 ) days after the delivery of a dispute notice , the Parties shall meet for the purpose of negotiating a resolution of the dispute . The Parties will use their best efforts to informally resolve the dispute within forty-five ( 45 ) days after the date of the written notice . If the dispute has not been resolved to either Party' s satisfaction during this time period , the requirement for informal negotiations shall be satisfied . The Parties may, by mutual agreement, extend the period for informal negotiations . Nothing in this section shall prevent either Party from seeking judicial remedies in a court of law at any time . Section 9 . 7 . Representations and Warranties of Parties The Parties represent and warrant to each other that upon execution of this Agreement : ( a ) each Party is duly organized and existing and in good standing under the laws of the state of their creation ; ( b ) the Parties have the power and authority to enter into this Agreement and to carry out their respective obligations hereunder; ( c ) the Parties have taken all legal actions necessary to authorize them to enter into and perform their respective obligations hereunder ; ( d ) entering into and performing this Agreement does not violate any statute , rule , regulation , order, writ, injunction , or decree of any court, administrative agency, or governmental body or violate any agreement by which a Party is bound ; ( e ) this Agreement has been duly entered into by the Party and - 18 -