It is hereby agreed by all parties that unless a physical transaction occurred directly between the two parties, the transaction will be governed by the laws of the State of Wyoming and the county of Sheridan and that any and all legal proceedings will both commence and be completed in Sheridan County of the state of Wyoming. If there was a direct physical transaction between the two parties, then the location of the two parties at the time of said transaction will be the venue for any and all legal proceedings unless both agree to Sheridan County, Wyoming as the legal venue.