Applicable Law/Arbitration

This Agreement shall be governed by and construed and enforced in accordance with, the laws of the State of Texas. Except for each Party’s breach under this Agreement for which injunctive relief may be provided through a request for ex party relief in any court of competent jurisdiction, as a first means of resolution, the parties agree to participate in non-binding mediation before an independent and mutually agreeable mediator with experience in contract disputes to resolve any disputes which may arise from this Agreement even in the event of invocation of Sovereign Immunity. If a resolution cannot be reached through mediation, then the parties agree to arbitrate any disputes regarding this Agreement in the state of Texas, before a sole arbitrator selected from Judicial Arbitration and Mediation Services, Inc., or its successor (“JAMS”), or if JAMS is no longer able to supply the arbitrator or not operating in the state of Texas, such arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provision of Texas Code of Civil Procedure as the exclusive forum for the resolution of such dispute. Final resolution of any dispute through arbitration may include any remedy or relief which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction in the United States or the country of each Party’s domicile. All parties hereto acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Agreement. The parties agree that in any proceeding to enforce the terms of the Agreement, the prevailing party shall be entitled to its or his or her reasonable attorneys’ fees and costs (other than forum costs associated with the arbitration) incurred by it or him or her in connection with resolution of the dispute in addition to any other relief granted.