This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New Jersey applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws. The Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the New Jersey Court and not in any other state or federal court in the United States, (b) consent to submit to the exclusive jurisdiction of the New Jersey Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) appoint, to the extent such party is not otherwise subject to service of process in the State of New Jersey, [ AGENT FOR SERVICE OF PROCESS ], [ ADDRESS ], [ CITY ], New Jersey [ ZIP CODE ] as its agent in the State of New Jersey for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of New Jersey, and (d) waive, and agree not to plead or make, any claim that the New Jersey Court lacks venue or that any such action or proceeding brought in the New Jersey Court has been brought in an improper or inconvenient forum.