Common use of Governing Law; Dispute Resolution; Jurisdiction Clause in Contracts

Governing Law; Dispute Resolution; Jurisdiction. 9.3.1 This Agreement and any related dispute shall be governed by and construed in accordance with the applicable Laws of the State of Delaware, without regard to its conflicts of Law principles. 9.3.2 In the event of a dispute between the Parties under this Agreement (each, a “Dispute”), prior to commencing any litigation, action or other proceeding (other than an action for interim injunctive relief pending final resolution of the Dispute) related to any such Dispute, the Parties will attempt to resolve such Dispute by good faith negotiations for a period of 45 days. If the Parties fail to reach a resolution mutually satisfactory to both Parties within such time period, the Dispute may be referred by either Party for resolution by a court in accordance with Section 9.3.3. 9.3.3 For the purposes of any suit, action or other proceeding arising out of or relating to this Agreement (each, an “Action”), each Party to this Agreement irrevocably submits, to the fullest extent permitted by applicable Law, to the exclusive jurisdiction of any federal or state court sitting in the State of Delaware and the appellate courts having jurisdiction of appeals in such courts. For the purposes of any Action, each Party irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection to the laying of venue in any federal or state court sitting in the State of Delaware.