23. Governing Law and Venue. <p>Subject to Section 21, The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of New York U.S.A. as such laws apply to contracts between New York residents performed entirely within the State of New York without regard to the conflict of laws provisions thereof.