Common use of GOVERNING LAW; JURISDICTION; VENUE; REMEDIES; INDEPENDENT LEGAL COUNSEL Clause in Contracts

GOVERNING LAW; JURISDICTION; VENUE; REMEDIES; INDEPENDENT LEGAL COUNSEL. This Agreement shall be interpreted and construed as to both validity and performance and enforced in accordance with and governed by the laws of the State of California, without giving effect to the choice of law principles thereof. The Parties agree that any action hereunder will be held exclusively in the courts in the State of California. The Parties acknowledge that remedies at law, including monetary damages, may be inadequate to remedy a breach of certain material terms herein, including Holder's delivery of the Note, and the Parties agree that equitable remedies may be necessary to enforce such terms and covenants, including specific performance. Holder and Maker acknowledge that the terms of this Agreement have been negotiated by the Parties hereto and each of them has had a full opportunity to receive independent business, tax and legal counsel with respect to this Agreement and the transactions contemplated herein.