Common use of Governing Law and Legal Actions Clause in Contracts

Governing Law and Legal Actions. This Agreement shall be ------------------------------- governed by and construed under the laws of the State of California and the United States without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods. The foregoing choice of governing law shall not apply in such a manner as to cause (i) VTI or VBSI to do or omit to do any act or thing in conflict with any laws or regulations of Canada (including the laws, regulations, rules, policies, by-laws or similar requirements of the provinces, territories, regulatory and self-regulatory organizations in Canada) nor to cause VTI or VBSI to violate a standard applicable to it that is required of either of them under such laws or regulations, or (ii) E*TRADE to do or omit to do any act or thing in conflict with any laws or regulations of the State of California or the United States (including the laws, regulations, rules, policies, by-laws or similar requirements of other states and regulatory and self-regulatory organizations in the United States) nor to cause E*TRADE to violate a standard applicable to it that is required of it under such laws or regulations. Both parties consent to the jurisdiction of courts in the Northern District of California and agree that process may be served in the manner provided herein for giving of notices or otherwise as allowed by California or U.S. federal law. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees.