Understanding liabilities before signing a debt settlement agreement

Salam Naser,

I was in dispute with a client over non-payments and now it's the time we agreed to sign a settlement agreement.

Her lawyer has sent the agreement letter which has the following two terms in it and which are not clear to me. It will be nice of you if you can guide me accordingly.

"1. Indemnity

The Parties agree that it shall indemnify and keep the other party indemnified from and against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the party arising out of the other party carrying out its obligations under this Settlement Agreement or breach or negligent performance or non-performance thereof."

Confusion, who will be the authority to define these losses...etc? It's a very technical term.

"2. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre (DIFC), without giving effect to any choice of law or conflict of law provisions. The Parties consent to the non-exclusive jurisdiction of the DIFC Courts."

Confusion, They're mentioning DIFC law specifically, I don't know the reason. Should it be the UAE courts laws in general?

Your help and suggestion will be highly appreciated.