The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Nevada for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted and continued only in the District Court of the State of Nevada in and for Clark County, which shall be the exclusive and only proper forum for adjudicating such a claim.