Governing Law, Jurisdiction, and Venue. The laws of New York without regard to conflicts of law principles govern all matters arising out of or related to this Agreement. If the Company or Executive brings any action or proceeding to enforce this Agreement, the Company or Executive may bring such action only in a state or federal court located in the state of New York, county of New York. The parties irrevocably submit to the jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

For the governing law provision, do you think a court would apply New York law to any contract dispute as well as any other kind of claim, such as a tort claim? For the forum selection clause, do you think the parties intend the forum to be permissive or mandatory?