This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such State without regard to conflicts of laws principles thereof. Any dispute or claim arising out of or in connection with this Agreement will be finally settled by binding arbitration under the Rules of Arbitration of the American Arbitration Association by one arbitrator appointed in accordance with said rules. If any legal action is necessary or brought in any court or arbitration proceeding, to enforce or interpret the terms of this agreement, the prevailing party will be entitled to reasonable attorney’s fees, costs, and necessary expenses, in addition to any other relief to which such party may be entitled.