This Agreement shall be governed by, and construed according to, the provisions of the laws of the State of Florida without giving effect to its principles of conflicts of laws. This Agreement may be executed in multiple counterparts, each of which shall constitute an original hereof. Executed counterparts may be delivered by facsimile or other electronic transmission. This Agreement represents the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements (written or oral), express or implied, between the parties with respect to this subject matter. This Agreement shall be binding on, and inure to the benefit of, the parties and their respective successors and assigns. This Agreement shall not be amended or modified except in a writing signed by both parties. Any provision of this Agreement that is unenforceable in any jurisdiction shall be ineffective only as to that jurisdiction and only to the extent of such unenforceability, without invalidating the remaining provisions hereof.