This Agreement shall be governed by the laws of the State of New York, without reference to conflict of laws principles. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be settled by arbitration administered by the American Arbitration Association in accordance with the provision of tis Arbitration Rules (the “ Arbitration ”). The Arbitration shall be held in New York County, New York. The number of arbitrators shall be three. Each of HSI and Supplier shall appoint one arbitrator, and the party-appointed arbitrators shall, in consultation with HSI and Supplier, choose a third arbitrator to who shall serve as the chairman. Judgment on any award resulting from the Arbitration may be entered in any court having jurisdiction.