This Agreement, including without limitation this Agreement's interpretation, shall be treated as though this Agreement were executed and performed in the State of California, and shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party. <b>The proper venue for any judicial action arising out of, relating to, or in connection with this Agreement, if authorized herein, will be the state and federal courts located in San Francisco, California.