This Agreement shall be governed and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of California.  Any dispute  (a “Dispute”) concerning this Agreement will be submitted to and settled exclusively by binding arbitration, in accordance with the provisions of this section, subject only to any applicable requirement of law that the parties engage in a preliminary non-binding mediation or arbitration regarding fee disputes.  Binding arbitration shall be conducted in accordance with the Arbitration Rules of ADR Services, Inc. (the “ADR Rules”) .   Arbitration shall be held at the Century City office of ADR Services, Inc., before an arbitrator selected pursuant to the ADR Rules who will have no personal or pecuniary interest, either directly or indirectly, from any business or family relationship with either of the parties.  All decisions of the arbitrator will be final, binding, and conclusive on the parties.  During the pendency of the arbitration, the parties will equally share the costs of the arbitrator and the arbitration fee (if any).  The prevailing party will be entitled to reimbursement by the other party of any of its fees or costs incurred in connection with the arbitration hereunder, regardless of any rule to the contrary in the applicable arbitration rules.  Either party may seek confirmation of the arbitration award in the Los Angeles County Superior Court, and each party hereby consents to the exclusive jurisdiction and venue of the Los Angeles County Superior Court in any claim or action arising hereunder.  By signing this Agreement containing this provision, the parties agree to waive any and all rights to a jury trial regarding any Dispute.