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acceptable counsel to answer and defend claims; and (3) provide Consultant with reasonable information and assistance to help Consultant defend claims at the Consultant's expense. The Village will have the right to employ separate counsel and participate in the defense of any claim at its own expense. GOVERNING LAW; JURISDICTION 9.1 Governing Law. The validity, construction, and performance of this Agreement and all disputes between the parties arising out of this Agreement or as to any matters related to, but not covered by this Agreement, shall be governed by the laws, without regard to the laws as to choice or conflict of laws, of the State of New York. 9,2 Jurisdiction. If federal jurisdiction exists, the parties consent to exclusive jurisdiction and venue in the federal courts in Erie County, New York. If not, the parties consent to exclusive jurisdiction and venue in the Eighth Judicial District, Erie County Supreme Court. If either the Village or Consultant employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs, and other expenses, including the costs and fees incurred on appeal. 10 ENTIRE AGREEMENT; AMENDMENT 10.1 This agreement, constitutes the entire agreement among parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement may be modified only by a written agreement signed by the parties. 11 ASSIGNMENT 1. Neither this Agreement, nor any rights under this Agreement, may be assigned by either party without the prior written consent of the other party. 12 SEVERABILITY 12.1 If any provisions of this Agreement are found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect an enforceable.