The Parties shall conduct business in a lawful manner and in compliance with all applicable federal, state, and local laws, rules, regulations and orders. This Agreement shall be governed by and construed in accordance with the laws of Texas, excluding any choice of law provisions that would otherwise require application of laws of any other jurisdiction. In the event it becomes necessary for either Party to enforce its rights under this Agreement, then with or without litigation, the prevailing Party shall be entitled to recover all reasonable expenses, including attorney fees and costs, arising out of the enforcement of its rights.