Terms and Conditions of Business

1. INTERPRETATION

• 1.1 In these Terms, the following terms shall have the following meanings:
  “Agreement” means the Quote, these Terms and any Contract for Services.
  “Antibody” means Antibody Film Lab Corporation of 9415 Culver Blvd, Suite 27, Culver City CA 90232.
  “Client” means the person, firm, company or other entity who has instructed Antibody to carry out the Services
  (as defined below) as set out in this Agreement.
  “Client Materials” means any goods, products and materials in whatever form (including all Intellectual
  Property Rights in the same) provided or made available by the Client to Antibody for use in connection with this
  Agreement, and including any master tapes, film negative prints, sound tapes, video tapes or visual images or
  sound held in any media.
  “Confidential Information” means such information as Antibody may from time to time provide to the Client (in
  whatever form including orally, written, in electronic, tape, disk, physical or visual form) relating to this Agreement
  and the Works, and all know-how, trade secrets, tactical, scientific, statistical, financial, commercial or technical
  information of any kind disclosed by Antibody to the Client whether in existence prior to the parties entering into
  this Agreement or which subsequently comes into existence, including any copies, reproductions, duplicates or
  notes in any form whatsoever.
  “Contract for Services” means any subsequent contract for the provision of Services entered into between
  Antibody and the Client pursuant to these Terms.
  “Intellectual Property Rights” means copyright (including rights in computer software), database rights,
  design rights, moral rights, patents, trademarks, service marks, rights (registered or unregistered) in any designs,
  applications for any of the foregoing, trade or business names, and topography rights, know-how, secret
  formulae and processes, lists of suppliers and customers and other proprietary knowledge and information,
  internet domain names, rights protecting goodwill and reputation, and all intellectual property rights and forms
  of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and
  all rights under licenses and consents in respect of any of the rights and forms of protection mentioned in this
  definition.
  “Antibody Intellectual Property” means all rights, including Intellectual Property Rights, in and to (i) Antibody’s
  proprietary underlying software, libraries, engines, subroutines and development tools and utilities (in source
  code and object code form), processes, jnow how, reasearch and development, generic or stock elements not
  provided by Client, including underlying models, rigging, animation data and all pre-existing intellectual property
  rights therein, which in each case are of general use or applicability in VFX and which were in existence prior
  to the parties entering into this Agreement or developed independently of this Agreement; and (ii) any other
  materials, in whatever form (including documents, information, data and software), which were in existence prior
  to the parties entering into this Agreement or developed independently of this Agreement.
  “Quote” means a quote presented by Antibody in respect of Services to be provided to the Client.
  “Services” means the services to be provided by Antibody for the Client pursuant to this Agreement,
  and includes the Works (as defined below) arising out of the Services. “Terms” means these terms and conditions of business.
  “Works” means the products and materials created, developed and produced by Antibody for the Client
  pursuant to this Agreement.
• 1.2 Headings used in these Terms are purely for ease of reference and do not form any part of or affect
  the interpretation of these Terms.
• 1.3 The words “include” and “including” shall not be construed restrictively.
• 1.4 Any reference to a statute or statutory provision is a reference to it as amended, extended or reenacted
  from time to time.

2. FORMATION OF CONTRACT

• 2.1 The Services will be carried out in accordance with these Terms, any Quote, and any subsequent
  Contract for Services to the exclusion of any other terms and conditions the Client seeks to impose
  whether orally or in writing, unless agreed otherwise in writing by the parties.
• 2.2 All representations, conditions or warranties, or other terms concerning the Services which might
  otherwise be implied or incorporated in this Agreement, whether by statute, common law or otherwise
  are, to the maximum extent permitted by law, excluded from this Agreement or any variation thereof,
  unless expressly accepted by Antibody in writing.
• 2.3 No employee, consultant or agent of Antibody has the power to vary these Terms orally or in writing,
  or to make any statement or representation about the Services offered, their fitness for any purpose or any
  other matter.
• 2.4 Upon requesting Services from Antibody, the Client shall be deemed to have accepted these Terms
  and these Terms shall become binding as between the Client and Antibody, notwithstanding the absence
  of any formal acknowledgement.
• 2.5 The Client and Antibody may enter into a Contract for Services which will constitute a separate
  binding contract between the parties which shall incorporate (with any necessary changes) these Terms. In
  the case of any conflict or inconsistency between these Terms and any subsequent Contract for Services,
  these Terms shall take precedence.

3. PRICES AND TERMS OF PAYMENT

• 3.1 Antibody will invoice the Client for the prices quoted in respect of Services to be provided at the
  times set out in the relevant Quote or Contract for Services.
• 3.2 Antibody shall be entitled to make an adjustment to any quoted prices in the event that additional
  costs are incurred, or likely to be incurred, by reason of:
  • 3.2.1 the Client Materials (or any part thereof) being, in the reasonable opinion of Antibody, in any
    way defective, in an unsuitable format (or a different format to that which Antibody is expecting to
    receive the same) or of unsuitable quality for normal processing;
  • 3.2.2 any information supplied by the Client or any third party in connection with this Agreement and
    the Services being inaccurate or incomplete, or failing to give Antibody a full and accurate indication
    of the work involved and/or time and resources required; or
  • 3.2.3 changes by the Client or any third party in its requirements for the Services or Works;
  • or 3.2.4 exceptional circumstances outside the control of Antibody, including currency fluctuations and
    changes in third party costs.
  • 3.2.5 failure to timely provide any final instruction or Client approvals.
• 3.3 Subject to clause 3.4 and unless otherwise agreed by Antibody in writing, all invoices rendered by
  Antibody are payable within 28 days of the date of invoice and any interim invoices are payable within 7
  days of the date of invoice.
• 3.4 Antibody expressly reserves the right, at its sole option, to require payment by instalments during the
  performance of this Agreement and/or to require payment of all amounts due to Antibody in respect of
  Works to be provided prior to delivery of such Works.
• 3.5 The Client shall pay all amounts owing to Antibody in full and shall not exercise any rights of set off
  against invoices submitted.
• 3.6 Payment of all amounts shall only be made in the currency in which they are invoiced and shall not be
  subject to any deductions or charges whatsoever.
• 3.7 In the event of default in payment by the Client under this Agreement, Antibody shall be entitled,
  without prejudice to any of its other rights or remedies, to suspend any further performance of the
  Services without notice and to charge interest on any amount outstanding at the rate of the lesser of one
  and one-half percent (1.5 percent) per month or the highest amount permitted by law, from the due date
  of payment to the actual date of payment.
• 3.8 All sums payable under this Agreement are exclusive of sales, use and any other taxes, which shall
  (if and to the extent applicable) be payable by the Client at the rate and in the manner from time to time
  prescribed by law.
• 3.9 The Client shall pay any withholding tax or other similar taxes applicable for the Services or otherwise
  required by law to be deducted from any payment by the Client to Antibody pursuant to this Agreement.
  Should the Client be required to pay any such withholding or make such deduction on account of tax, the
  Client shall pay such additional amount as will ensure that Antibody receives, free and clear of any tax or
  other deduction or withholding, the full amount which it would have received had no such withholding or
  deduction been required. The Client shall indemnify Antibody against all costs, claims, expenses (including
  reasonable legal expenses) and/or proceedings arising out of or in connection with such payments.
  The Client and Antibody shall cooperate in good faith to respond to any query from the applicable tax
  authorities in connection with withholding tax or other similar taxes and shall each make available to the
  other any information or documents and all relevant approvals or authorizations which the applicable tax
  authorities may reasonably require.

4. PERFORMANCE AND DELIVERY

• 4.1 Unless otherwise agreed in writing between the parties, all times specified in a Quote or Contract for
  Services for performance of the Services and delivery of the Works are given in good faith but are not
  guaranteed by Antibody.
• 4.2 Notwithstanding that Antibody and the Client may have agreed that time is of the essence in respect
  of specified Services or Works, the time for performance of the Services or delivery of the Works shall in
  every case be dependent upon prompt receipt of all necessary information, materials (including Client
  Materials), final instructions and/or approvals from the Client. The Client acknowledges and agrees that
  any changes to its requirements and/or the occurrence of any of the circumstances in clause 3.2 may result
  in delay in performance or delivery, for which Antibody shall not be liable.
• 4.3 Where the Works are to be delivered electronically, the Client acknowledges and agrees that:
  • 4.3.1 electronic delivery is not a completely secure medium of communication and that an
    unauthorized third party may intercept, tamper with or delete the Works to be delivered electronically;
    and
  • 4.3.2 electronic delivery may involve reliance upon third party providers and data carriers, over which
    Antibody has no control.
• 4.4 Antibody shall not be responsible for and shall have no liability to the Client or any third party for:
  • 4.4.1 any delay in delivery or any non-receipt of any Works delivered electronically;
  • 4.4.2 any loss or damage (including loss of data) that results from any person gaining unauthorized
    access to any Works delivered electronically;
  • 4.4.3 use or disclosure of any data obtained by any third party as a result of that third party gaining
    unauthorized access to any Works delivered electronically; and
  • 4.4.4 any loss or damage resulting from any malfunction of or the introduction of any viruses, worms,
    logic bombs, time locks, time bombs, trojan horses and/or bugs to any equipment and/or software
    used to effect and/or receive any Works delivered electronically.

5. INTELLECTUAL PROPERTY

• 5.1 The Client acknowledges that Antibody owns, and shall retain ownership of, Antibody Intellectual
  Property, and Antibody shall not at any time be required to deliver to the Client any of Antibody
  Intellectual Property whatsoever.
• 5.2 The Client acknowledges and agrees that if in the course of performing the Services (including
  any processing or production of materials on behalf of the Client) Antibody discovers or devises any
  techniques or know-how, all rights of every kind in and to such techniques and know-how shall belong to
  and vest in Antibody and shall be deemed to be Antibody Intellectual Property for the purposes of this
  Agreement.
• 5.3 Antibody shall retain ownership and possession of, and all rights (including all Intellectual Property
  Rights) in and to, any original character design, ideas or concepts presented or created by Antibody in
  relation to this Agreement, unless otherwise agreed in writing by the parties. Where the Client requires a
  license to use any such original character design, ideas or concepts, for whatever purpose, the terms of
  such license shall be agreed by the parties in writing pursuant to a Quote and/or any subsequent Contract
  for Services.
• 5.4 Subject to clauses 5.1 to 5.3 above and any other terms agreed pursuant to a Quote or Contract
  for Services, all title and Intellectual Property Rights in and to the Works (excluding Antibody Intellectual
  Property), shall pass to the Client only upon the Client paying to Antibody all sums due and payable
  under this Agreement. To the extent required, the parties may agree on terms for the license of Antibody’s
  Intellectual Property (or any part of it) incorporated into the Works, to enable the Client to receive the
  benefit of the Works.
• 5.5 The Client hereby grants to Antibody a perpetual, non-exclusive, transferable, sub-licensable, royaltyfree
  license to use the Client Materials to the extent necessary for Antibody and/or its suppliers to provide
  the Services and the Works.
• 5.6 The Client acknowledges and agrees that Intellectual Property Rights in and to underlying materials
  processed by Antibody in the performance of the Services and/or embodied in the Works may be owned
  by third parties and that the use by the Client of the Works shall be subject always to the Client obtaining
  any and all necessary licenses and consents from the relevant underlying rights’ owner(s).

6. CONFIDENTIALITY

• 6.1 Where Confidential Information has been disclosed to the Client, the Client acknowledges that
  such Confidential Information has been disclosed in confidence, may have considerable value and is of
  significant importance to Antibody.
• 6.2 The Client further acknowledges that Antibody makes no representation with respect to the accuracy
  or completeness of any Confidential Information, except to the extent agreed by Antibody in writing.
• 6.3 The Client agrees to keep the Confidential Information, including Antibody Specific IP and Antibody
  Background IP provided to the Client pursuant to clause 5, in complete confidence and not to disclose it
  to any third party. Except as expressly permitted under this Agreement, the Client shall not use, copy in
  whole or in part, modify or adapt the Confidential Information in any way without Antibody’s prior written
  consent, which may be given or withheld in its absolute discretion.
• 6.4 The Client may use the Confidential Information only for the purposes contemplated by this
  Agreement and for no other purpose. The Client may disclose the Confidential Information to such of its
  officers, employees and agents to whom disclosure is necessary for the performance of its obligations
  under this Agreement provided the Client shall ensure such officers, employees and agents observe the
  obligations of confidentiality imposed by this clause 6 and the Client shall be liable for any failure by them
  to do so.
• 6.5 The Client shall not be in breach of this clause 6 if it discloses Confidential Information where such
  disclosure is required by law, regulation or order of a competent authority provided that Antibody is given,
  where possible, reasonable advance notice of the intended disclosure and a reasonable opportunity to
  challenge the same.
• 6.6 The Client acknowledges that any breach of its confidentiality obligations under this clause 6 would
  cause Antibody irreparable and unquatifiable damage and that Antibody shall be entitled to seek and
  obtain (without prejudice to any other rights or remedies available to Antibody in contract or at law)
  injunctive or other equitable relief against or in respect of any actual or threatened breach of this clause 6
  by the Client.
• 6.7 On receipt of a written demand, the Client shall return to Antibody, or destroy at Antibody’s option,
  any and all written documents or materials containing Confidential Information, together with all copies
  thereof, and if Antibody should so require the Client shall, when returning documents or materials,
  provide to Antibody a certification duly executed by an officer of the Client confirming that the Client has
  complied with all of its obligations under this clause 6.

7. TERMINATION AND CANCELLATION

• 7.1 Except where otherwise stated in a Quote or Contract for Services, this Agreement will expire on
  completion of the Services to be provided pursuant to it.
• 7.2 This Agreement (and any Services to be provided under it) may only be terminated with the written
  consent of Antibody and in accordance with these Terms (and if applicable, the terms of any subsequent
  Contract for Services). The giving of consent shall not in any way prejudice Antibody’s right to recover from
  the Client full compensation for any loss or expense arising from such termination of this Agreement.
• 7.3 Notwithstanding clause 7.2 and without prejudice to any other rights or remedies available to
  Antibody, the Client may give Antibody written notice of termination of this Agreement (and any Services
  to be provided thereunder), provided that where such notice is received by Antibody:
  • 7.3.1 less than 24 hours prior to the date for performance or the commencement of performance of
    the relevant Services (the “Target Date”), Antibody shall be entitled to charge the Client the full price
    specified in the Quote or the relevant Contract for Services or, if none is stated, the applicable amount
    chargeable to the Client based on Antibody’s rate card current at the Target Date; and
  • 7.3.2 less than ten working days but more than 24 hours prior to the applicable Target Date, Antibody
    shall be entitled to charge the Client one half of the full price specified in the Quote or the relevant
    Contract for Services or, if none is stated, one half of the applicable amount that chargeable to the
    Client based on Antibody’s rate card current at the Target Date,

  In each case reflecting the fact that Antibody is unlikely to be able to secure an order for the Services
  and/or to reallocate the resources allocated to the Client’s order within the specified timeframes.

• 7.4 Antibody may terminate this Agreement (and any Services to be provided under it) at any time on
  written notice to the Client. Termination under this clause shall be without prejudice to any other rights or
  remedies available to Antibody (including the right of Antibody to recover payment from the Client for any
  Services provided).
• 7.5 Any provisions of this Agreement which by their nature are intended to survive termination or
  expiration (including clause 6 (Confidentiality) and clause 8 (Liability and Indemnity)) shall remain in full
  force and effect notwithstanding any termination or expiration of this Agreement.

8. LIABILITY AND INDEMNITY

• 8.1 Nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, or for death
  or personal injury caused by its negligence, or any other liability to the extent such liability cannot be
  excluded or limited as a matter of law.
• 8.2 Subject to clause 8.1 and without prejudice to any other provision of these Terms, the Client agrees
  that:
  • 8.2.1 this Agreement states the full extent of Antibody’s obligations and liabilities in respect of the
    Works and performance of the Services;
  • 8.2.2 under no circumstances shall Antibody be liable for any indirect, special, punitive, incidental or
    consequential loss or damage whatsoever, including but not limited to any loss of revenue or profits,
    business interruption, loss of goodwill, loss of use or corruption of data or software;
  • 8.2.3 Antibody’s entire liability for any direct loss suffered by the Client under or in connection with
    this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise,
    shall be limited to the fees paid by the Client in accordance with this Agreement.
• 8.3 The Client shall indemnify and hold harmless Antibody and its officers, directors, employees and
  agents (collectively “Antibody Indemnitees”) from and against all claims or proceedings and all loss and
  damage of any kind, costs, proceedings, damages and expenses (including legal and other professional
  fees and expenses) awarded against, or incurred or paid by, Antibody Indemnitees as a result of or in
  connection with:
  • 8.3.1 any defamatory, slanderous or libellous matter or invasion of privacy or any infringement or
    alleged infringement of a third party’s Intellectual Property Rights or other rights arising out of the
    supply or use of the Client Materials in relation to the Works and/or in the course of carrying out the
    Services;
  • 8.3.2 any damage to property caused by Antibody in the course of carrying out the Services as a
    result of any act or omission of the Client (including its officers, employees, consultants and agents);
  • 8.3.3 the publication, processing, use, distribution and/or exhibition of the Client Materials;
    and
  • 8.3.4 any breach by the Client, including its officers, employees, consultants and agents, of any of
    these Terms or the terms of any Contract for Services.
• 8.4 Antibody EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY
  OR OTHERWISE, WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING
  WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR
  A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF
  DEALING, USAGE OR TRADE PRACTICE.

9. INSURANCE

• 9 The Client shall maintain and keep effective at all times insurance policies with reputable insurers as
  are sufficient to protect the Client against any loss or liability which it may incur or suffer arising out of this
  Agreement, including insurance which covers the Client for any damage or loss for which Antibody is not
  liable pursuant to the these Terms, and which protects the Client against any accidental loss, damage or
  destruction to any Client Materials or any other materials of any kind supplied by the Client to Antibody
  while in the possession or control of Antibody. Antibody may at any time request the Client to provide
  copies or certificates of insurance or other evidence to prove compliance with this clause.

10. STORAGE OF CLIENT MATERIALS

• 10.1 Antibody shall be under no liability whatsoever in respect of any loss or damage to or destruction of
  the Client Materials (whether such Client Materials are in the possession of Antibody or otherwise) and it is
  the Client’s responsibility to ensure that it has appropriate back-up copies of all Client Materials.
• 10.2 In accordance with clause 9 above, the Client shall insure all Client Materials to their full value
  against all risks.
• 10.3 The Client shall provide details to Antibody for the return of the Client Materials within two months
  from the date of confirmation of a Quote or Contract for Services, as applicable. If the Client does
  not provide Antibody with details for the return of the Client Materials, Antibody shall send the Client
  Materials to its archive upon completion of the Services and Antibody shall be entitled to charge the Client
  reasonable storage charges for doing so.
• 10.4 Where Client Materials are supplied or specific instructions are given by the Client, Antibody accepts
  no liability for any reduction in the quality of the Services caused by defects or errors in or the unsuitability
  of such Client Materials or by Antibody’s use of the Client Materials or adherence to any of the Client’s
  specific instructions.

11. CUSTOMER INPUT AND ACCESS TO/USE OF ANTIBODY’S PREMISES, EQUIPMENT AND CONTENT

• 11.1 The Client shall be solely responsible for ensuring that all information, advice and recommendations
  given to Antibody either directly or indirectly by the Client or by the Client’s employees, consultants or
  agents are accurate, correct and suitable. Acceptance of or use by Antibody of such information, advice
  or recommendations shall in no way limit the Client’s responsibility hereunder, unless Antibody specifically
  agrees in writing to accept responsibility.
• 11.2 The Client hereby undertakes to Antibody to ensure that all of its personnel (including its employees,
  consultants and agents) who at any time have access to any premises occupied by Antibody or at which
  any of Antibody’s equipment shall be kept, shall at all times:
  • 11.2.1 observe all rules, policies and regulations in force at the applicable premises, including all
    health and safety regulations and any rules governing the use of equipment and/or facilities at the
    applicable premises; and
  • 11.2.2 keep confidential and not divulge or communicate or make any use of any Confidential
    Information which the applicable person shall become aware of as a result of being present at the
    applicable premises.

12. PUBLICITY

• 12.1 Antibody may publicize, advertise and market the Works on its website(s), social media site(s),
  blog(s), in pitches to third parties, in connection with any appropriate industry awards, or in any other
  manner, as Antibody may in its sole discretion decide, without the prior written consent of the Client.
• 12.2 The Client hereby grants to Antibody a perpetual and royalty-free license to use the Works
  throughout the world for the purposes of clause 12.1 above and in order for Antibody to promote its
  business by whatever means it sees fit.

13. FORCE MAJEURE

• 13 In the event of the Services being prevented, delayed, or in any way interfered with by any act of
  government, war, industrial dispute, strike, breakdown of machinery or equipment, accident, fire or by
  any other cause beyond Antibody’s control, Antibody may, at its option, suspend performance of or
  terminate this Agreement, without liability to the Client for any resulting damage or loss, such suspension
  or termination being without prejudice to Antibody’s right to recover all sums owing to it in respect of
  Services and Works delivered and costs incurred up to the date of suspension or termination.

14. SUBCONTRACTORS

• 14 Antibody shall be entitled to appoint one or more subcontractors to carry out all or any of its
  obligations under this Agreement.

15. INSOLVENCY

• 15. If the Client shall become bankrupt, or under the provisions of Section 123 of the Insolvency Act
  1986, shall be deemed to be unable to pay its debts or compounds with its creditors or in the event of
  a resolution being passed or proceedings commenced for the administration or liquidation of the Client
  (other than for a voluntary winding up for the purpose of reconstruction or amalgamation) or if a Receiver
  or Manager or Administrative Receiver is appointed of all or any part of its assets or undertaking, Antibody
  shall be entitled to cancel this Agreement in whole or in part by notice in writing, without prejudice to any
  right or remedy accrued or accruing to Antibody.

16. GENERAL

• 16.1 Modification: No modification of this Agreement (including any of the Services or Works to be
  provided hereunder) shall be valid unless it is in writing and signed by, or on behalf of, each of the parties.
• 16.2 Waiver: A waiver of any right or remedy under this Agreement is effective only if it is in writing and it
  applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right
  or remedy under this Agreement or by law shall constitute a waiver of that (or any other) right or remedy.
• 16.3 Severance: If. any provision of this Agreement (or part of any provision) is found by any court or
  other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or partprovision
  shall, to the extent required, be deemed not to form part of this Agreement, and the vailidity
  and enforceability of the othe provisions of this Agreement shall not be affected.
• 16.4 Independent Contractor: The parties acknowledge that Antibody is acting as an independent
  contractor. Nothing in this Agreement will be construed to constitute or appoint either party as the agent,
  partner, joint venturer or representative of the other party for any purpose whatsoever, or to grant to either
  party any right or authority to assume or create any obligation or responsibility, express or implied, for or
  on behalf of or in the name of the other, or to bind the other in any way or manner whatsoever.
• 16.5 No Third Party Beneficiaries: This Agreement is for the sole benefit of the parties hereto and their
  respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall
  confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever,
  under or by reason of this Agreement.
• 16.6 Assignment: The Client may not assign this Agreement, by operation of law or otherwise, without
  the prior written consent of Antibody.
• 16.7 Entire Agreement: This Agreement constitutes the entire agreement of the parties with respect to
  the subject matter contained herein, and supersedes all prior and contemporaneous understandings and
  agreements, whether written or oral, with respect to such subject matter.
• 16.8 Notices: Any notice or other communication required to be given under this Agreement or
  otherwise in writing may be sent by email or by first class pre-paid post to 9415 Culver Blvd, Suite 27, Culver City CA 90232
  for the attention of the Legal department. Any notice sent by first class post shall be deemed
  received two working days after the date of posting. Any notice sent by e-mail shall be deemed received
  on the next business day after the date of delivery.
• 16.9 Governing Law and Jurisdiction: This Agreement or any dispute relating to its subject matter
  shall be governed by and construed exclusively in accordance with the laws of the State of California and
  the parties hereby irrevocably submit to the exclusive jurisdiction of the courts located in Los Angeles,
  California for the purposes of adjudicating any matter arising from or in connection with this Agreement.
• 16.10 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed
  an original, but all of which together shall be deemed to be one and the same agreement.