For other than the U.S. Government as a party, this Agreement ,shall be governed by and construed in accordance with the laws of the State of ,California. as If performed wholly within the state and without giving effect to the ,principles of conflict of law rules of any jurisdiction or the United Nations Convention ,on Contracts for the International Sale of Goods, the application of which is ,expressly excluded. Any legal action or proceeding arising under this Agreement will ,be brought exclusively in the federal or state courts located in San Francisco. ,California and the parties hereby consent to personal Jurisdiction and venue ,therein