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or to such address as the parties may provide to each other in writing from time to time under this Section. 31. ENTIRE AGREEMENT This Agreement sets out the entire agreement between the Parties relative to the subject matter hereof and supersedes all prior or contemporaneous agreements or representations, oral or written. This Agreement may not be altered or modified, except by written amendment which expressly.. refers to this Agreement and which is duly executed by authorized representatives of both Parties. 32. AMBIGUITIES The Parties agree that any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such. agreement shall not apply to the terms and conditions of this Agreement. 33. ENFORCEABILITY Any provision of this Agreement held to be invalid under applicable law shall not render this Agreement invalid as a whole, and in such an event, such provision shall be interpreted so as to best accomplish the intent of the Parties within the limits of applicable law. 34. GOVERNING LAW This Agreement shall be governed and enforced according to the laws of the State of California in the United States of America without regard to any principles regarding conflicts of laws that would result in the application of the laws of any other jurisdiction. 35. DISPUTE RESOLUTION Any controversy or claim arising out of this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the rules of American Arbitration Association in the County of Los Angeles, California, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. In such arbitration, the arbitrator shall be selected mutually 'by the Parties. During such arbitration, each Party shall have the right to engage in discovery pursuant to the statutes of the State of California, and the arbitrator(s) is/are vested with all rights held by a judge of the Superior Court of the State of California with respect to discovery, including rights to compel discovery and award sanctions. During such arbitration, each Party shall retain the right to seek appropriate provisional remedies from any court of competent jurisdiction, including but not limited to injunctions and attachments, and Shield Ops and Santa Ana hereby irrevocably agree that 'the United States District Court for the Central District of California and/or the California'. Superior Court for the County of Los Angeles shall have exclusive jurisdiction and venue over any dispute between the parties relating in any way to this Agreement. In the event that there is any dispute between the Parties, the prevailing Party shall be entitled to recover its reasonable attorney's fees and costs as an additional element of cost or damage. Version 0930'1 O 15