Choice of Law and Jurisdiction

This Agreement will be governed solely by the internal laws of ________________, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of __________ [city or county], _________ [state] for all cases and controversies arising out of or related to this Agreement, including without limitation tort cases.