This Agreement shall be construed in accordance with the laws of the state of California (without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than those of the state of California) and the Parties submit to the exclusive jurisdiction of the federal courts located in the Southern District of California. The Parties hereby irrevocably waive any and all claims and defenses either might otherwise have in any action or proceeding in any of such courts based upon any alleged lack of personal jurisdiction, improper venue, forum non conveniens or any similar claim or defense. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from application to this Agreement.