This Separation Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to its conflicts of laws provision. All disputes and controversies arising out of or in connection with this Separation Agreement shall be resolved by binding, final and confidential arbitration administered by the American Arbitration Association pursuant to its National Rules for the Resolution of Employment Disputes (the “Rules”) in New York City. The party initiating arbitration shall give the other party written written notice of the breach upon which it seeks arbitration and the specific facts and circumstance of the breach, and shall not initiate arbitration proccedings unless the other party fails to cure the breach to the non-breaching party’s reasonable satisfaction within seven (7) days. Judgment on any arbitration award may be entered by any court having jurisdiction thereof. Each party shall bear its own attorneys’ fees, unless the arbitrator determines that a claim or defense was brought frivolously, in which case the party engaged in friviolous action will bear the other party’s reasonable attorneys’ fees.