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17. Governing Law - This Agreement shall be construed, governed and enforced in accordance with the laws of the State of California and the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Orange County, California. 10. Integration and Entire Agreement - The Agreement together with Customer's Letter of Commitment and the other documents (if any) referred to herein set forth the entire understanding between the parties and supersede all previous and contemporaneous, written or oral negotiations, commitments, understandings and agreements relating to the subject matter hereof and merge all prior and contemporaneous discussions between the parties. All capitalized terms used but not defined herein have the meaning ascribed to them in the Proposal and Services Agreement, as applicable. No party shall be bound by any definition, condition, representation, warranty, covenant or provision other than as contained in the Agreement. 19. Assignment - The Agreement shall be binding on the parties hereto and their respective successors and assigns, but neither party may, or shall have the power to, assign this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld. 20. Amendment -Any amendment or modification to the Agreement must be in writing and signed by the party against whom enforcement is sought. 21. General Provisions - Any provision of the Agreement, which shall prove to be invalid, void, unenforceable, or illegal shall in no way affect, impair or invalidate any other provision and all such other provisions of the Agreement shall remain in full force and effect. 22. Force Majeure - A party shall not be liable for any failure of or delay in the performance of the Agreement (excluding payment obligations) for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to earthquake, flood, fire and other acts of God, war, terrorism, strikes or labor disputes, embargoes, government orders or any other force majeure event. If a force majeure event extends for a period in excess of 60 days in the aggregate, either parry may immediately terminate the Agreement upon written notice. 23. Language of Agreement- The parties agree that the Agreement and all notices, instruments and other documents pertaining thereto and to the Services, be drawn up in the English language. Page 13 of 19