This Agreement, and any matters directly or indirectly arising from this Agreement, will be governed by and construed in accordance with the laws of the State of New York, without reference to choice of law rules thereof. The Parties mutually agree that any and all disputes arising hereunder will be resolved exclusively by state or federal courts located in New York County, New York, and the Parties hereby consent to the exclusive jurisdiction of such courts and waive any objections to the laying of venue in such courts.</li> <li> <u> <b>Independent Contractors</b> <b>.</b> </u>