This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to any applicable conflicts of law provisions.  The exclusive venue for any judicial action or proceeding arising out of or relating to this Agreement shall be the state or federal courts located in Salt Lake City, Utah, and the Parties hereby consent to the jurisdiction of said courts and waive any objection that venue in such courts is inconvenient.    Parties acknowledge and agree that either Party may exercise any legal right and remedy available to it, whether at law or in equity, to enforce any provision of this Agreement.  Parties agree that in any action to enforce any part of this Agreement, the prevailing Party may collect from the non-prevailing Party, in addition to any damages or injunctive relief, any reasonable attorneys' fees, costs, and expenses, including but not limited to expert witness fees, deposition transcript fees, postage, long-distance telephone charges, and travel costs.