This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflicts of law provisions. Any dispute regarding this Agreement shall be subject to the exclusive jurisdiction of the United States District Court for the District of Delaware, and the parties hereby irrevocably agree to submit to personal jurisdiction and venue of such court. The parties hereby expressly waive the right to a trial by jury in any action or proceeding brought by or against either of them relating to this Agreement.