The validity, construction, and performance of this Agreement shall be governed by and construed first in accordance with the federal laws of the United States to the extent federal subject matter jurisdiction exists, and second in accordance with the laws of the State of New York, exclusive of its choice of law rules. Any disputes arising out of this Agreement shall be finally settled in arbitration. The arbitrator is to be appointed by the American Arbitration Association (“AAA”) and the rules of the AAA are to be followed in the arbitration. The award shall be final and binding and enforceable in any court of competent jurisdiction. The arbitration shall be held in New York, NY, USA, in the English language. The parties undertake and agree that all arbitral proceedings conducted with reference to this section shall be kept strictly confidential and all information disclosed in the course of such arbitral proceeding shall be used solely for the purpose of those proceedings.