This Agreement will be governed by, construed under, and enforced in accordance with the internal laws of the State of Tennessee, without regard to the conflicts-of-law provisions or principles thereof. This Agreement and its subject matter have substantial contacts with the State of Tennessee, and any lawsuit or other legal proceeding with respect to this Agreement must be brought in a court of competent jurisdiction in Shelby County, Tennessee, or in the United States District Court for the Western District of Tennessee (Western Division) in Memphis, Tennessee. In any such lawsuit or other legal proceeding, any such court will have personal jurisdiction over all the parties hereto, and service of process upon them under any applicable law, statute or rule will be deemed valid and good.