12. Dispute Resolution, Jurisdiction and Governing Law
12.1 Escalation process. Any claim, controversy, difference, dispute, proceedings or question (“Dispute”) which may arise concerning the construction, meaning or effect of this Agreement, or concerning the rights or liabilities of the Parties hereunder, or any other matter arising out of or in connection with this Agreement will first be submitted to the Chief Executive Officer or designee of the Parties (the “Senior Officers”) for resolution (each of whom may call on others to advise them as they see fit) unless this Agreement expressly provided otherwise. The Senior Officers shall discuss the Dispute in good faith and in a timely manner and endeavour to reach a mutually agreeable solution. If the Senior Officers are unable to resolve such Dispute within sixty (60) days from submission of the Dispute to the Senior Officers, then in respect of any dispute, the Parties Irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
12.2 Governing Law. Subject to Section 12.1, this Agreement and any Dispute or claim (including non–contractual disputes or claims) arising out of or in connection with it or its subject matter information shall be governed by and construed in accordance with the substantive laws of England without reference to the choice of law rules.