12.Choice of Law; Etc. This Agreement will be interpreted and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its principles of conflicts of laws. Each Party agrees that any legal proceeding arising out of the terms of this Agreement will be commenced in the courts located in Ontario, Canada and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The prevailing Party in any dispute will be entitled to recover from the losing Party its costs, including costs of collection, reasonable attorneys’ fees and investigative fees. This provision will survive any termination, expiration or rescission of this Agreement.