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27. JURISDICTION AND VENUE. This Agreement has been executed and delivered in the State of California <br />and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be <br />determined and governed by the laws of the State of California. Both parties further agree that Orange County, <br />California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection <br />with or by reason of this Agreement. <br />[Signature Page on following page.] <br />Page 8 <br />