This Agreement will be governed by the laws of the State of California without regard to its conflict of laws provisions. Any claim brought by either party against the other shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the City and County of San Francisco, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens.