Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to the principles of conflicts of laws thereof. The construction and interpretation of this Agreement shall not be strictly construed against the drafter. Any dispute arising under this Agreement shall be settled by arbitration in the State of California in accord with such procedures as may be acceptable to the parties. Entire Agreement; Amendment; Waiver; Invalidity This Agreement, together with any schedules and exhibits attached hereto and made a part hereof, constitutes the entire agreement between the parties as to the subject matter hereof and shall supersede all prior understandings, letters, agreements, contracts and other documents. This Agreement may not be amended except by an instrument in writing signed on behalf of all the parties hereto. No failure or delay by either party to exercise, and no course of dealing with respect to, any right of any such party regarding an obligation of the other party to this Agreement, shall operate as a waiver thereof, unless agreed to in writing by both parties. Any single or partial waiver by either party of any obligation of the other party under this Agreement shall constitute a waiver of such obligation only as specified in such waiver and shall not constitute a waiver of any other obligation. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, all of which shall remain in full force and effect.