Governing Law and Dispute Resolution. The laws of the State of Texas shall govern this Agreement. The Parties agree that any dispute, claim or controversy arising out of, relating to, or in connection with this Agreement, or the breach, termination or validity thereof shall be finally settled by arbitration. The American Arbitration Association shall administer arbitration. The Arbitral Tribunal shall decide all issues based on the substantive laws of the State of Texas, without regard to conflict of laws principles. The Arbitral Tribunal will be composed of three arbitrators, with each party having the right to appoint one member. The first two appointees shall appoint the President of the Arbitral Tribunal. In case there is no agreement between the arbitrators as to the appointment of the President of the Arbitral Tribunal within the time frame established by AAA rules, the President of the Arbitral Tribunal shall be appointed as set forth by AAA rules. The parties shall bear the costs of the procedures, including the arbitrators’ fees, in the proportion to be determined by the Arbitral Tribunal or, in the absence of any such determination, the defeated party shall bear the costs of the procedures as well as reimburse the other party of all and any amounts disbursed pursuant to such arbitration proceeding, including but not limited to the arbitrators’ fees and any other amounts, costs and expenses. The arbitration shall be the exclusive method for resolution of any dispute, claim or controversy under this Agreement and the arbitration award shall be final, conclusive and binding.

Any controversy, dispute or claim arising out of or in connection with this Agreement may be resolved exclusively by binding arbitration in Texas, in accordance with the American Arbitration Association Commercial Arbitration Rules (which rules are deemed to be incorporated by reference in this clause). The language of the arbitration proceeding shall be English. Each Party shall pay its pro rata share of the costs and expenses of such arbitration, and each Party shall separately pay its own attorney's fees and expenses. The award rendered by the arbitrator(s) shall be final and binding upon and non-appealable by the Parties hereto. All such controversies, disputes or claims shall be settled in this manner in lieu of an action at law or equity; provided however, that nothing in this Section shall be construed as precluding the bringing of an action in U.S. District Court for the Northern District of Texas for injunctive relief or other equitable relief.