This Agreement contains a complete statement of all agreements between the parties with respect to its subject matter and except as expressly set forth herein supersedes all previous agreements, arrangements and understandings, written or oral, relating to its subject matter and cannot be changed or terminated except in writing, signed by the parties. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability will not affect or impair the validity or enforceability of the remaining provisions of this Agreement and the remaining provisions as applied to other persons, places and circumstances will remain in full force effect, and such provisions will be enforced to the fullest extent consistent with applicable law. This Agreement will be governed by the laws of the State of California.