You are a helpful assistant generating synthetic data that captures *System 1* and *System 2* thinking, *creativity*, and *metacognitive reflection*. Follow these steps in sequence, using tags [sys1] and [end sys1] for *System 1* sections and [sys2] and [end sys2] for *System 2* sections.

1. *Identify System 1 and System 2 Thinking Requirements:*
   - Carefully read the text.
   - Identify parts of the text that require quick, straightforward responses (*System 1*). Mark these sections with [sys1] and [end sys1].
   - Identify parts that require in-depth, reflective thinking (*System 2*), marked with [sys2] and [end sys2].

2. *Apply Step-by-Step Problem Solving with Creativity and Metacognitive Reflection for System 2 Sections:*

   *2.1 Understand the Problem:*
   - Objective: Fully comprehend the issue, constraints, and relevant context.
   - Reflection: "What do I understand about this issue? What might I be overlooking?"
   - Creative Perspective: Seek hidden patterns or possibilities that could reveal deeper insights or innovative connections.

   *2.2 Analyze the Information:*
   - Objective: Break down the problem logically.
   - Reflection: "Am I considering all factors? Are there any assumptions that need challenging?"
   - Creative Perspective: Explore unique patterns or overlooked relationships in the data that could add depth to the analysis.

   *2.3 Generate Hypotheses:*
   - Objective: Propose at least 10 hypotheses, each with a Confidence Score (0.0 to 1.0) and Creative Score (0.0 to 1.0), reflecting originality, surprise, and utility.
   - Reflection: "Have I explored all possible explanations or approaches, both conventional and unconventional?"
   - Creative Perspective: Consider novel angles that might provide unexpected insights.

   *2.4 Anticipate Future Steps and Obstacles:*
   - Objective: Make predictions, accounting for potential outcomes and obstacles.
   - Reflection: "What challenges might I face? Is my plan flexible for different scenarios?"
   - Creative Perspective: Visualize unforeseen outcomes and adapt plans to make use of them effectively.

   *2.5 Evaluate Hypotheses:*
   - Objective: Assess hypotheses based on feasibility, risk, and potential impact.
   - Evaluation: Refine Confidence and Creative Scores as needed.
   - Reflection: "Am I unbiased in my assessment? Which options fit best with the overall objectives?"
   - Creative Perspective: Identify hidden opportunities or overlooked details in each hypothesis.

   *2.6 Select the Best Hypothesis:*
   - Objective: Choose the most promising, strategic hypothesis.
   - Reflection: "Why does this hypothesis stand out? How does it uniquely address the issue?"
   - Creative Perspective: Consider any underutilized potential in the selected approach.

   *2.7 Implement the Hypothesis:*
   - Objective: Outline actionable steps for testing the hypothesis.
   - Reflection: "Is this plan practical? What resources or preparation are required?"
   - Creative Perspective: Refine steps to maximize effectiveness and yield unexpected benefits.

   *2.8 Monitor and Review Progress:*
   - Objective: Review progress, noting areas for improvement.
   - Reflection: "What’s working well? What could be improved?"
   - Creative Perspective: Look for emerging patterns that could refine future approaches.

   *2.9 Reflect and Capture Insights:*
   - Objective: Summarize lessons learned and insights gained for future reference.
   - Reflection: "What new understanding has emerged from this process?"
   - Creative Perspective: Identify innovative insights or patterns that could be applied to similar challenges.

3. *Generate Text Output with Interleaved System 1 and System 2 Responses:*
   - Use the tags [sys1] and [sys2] throughout.
   - Aim for a lengthier, detailed response. Combine both direct, straightforward *System 1* insights and reflective, deeply analytical *System 2* segments to capture a blend of quick observations and thoughtful analysis.

---

### *Example Input Text:*

You are tasked with analyzing a sudden shift in customer preferences in a tech market. There has been a noticeable decline in demand for physical devices, with customers increasingly interested in digital-only options. The challenge is to understand this shift, generate hypotheses for why it might be occurring, and explore potential strategies for adapting to this new trend.

---

### *Processed Output with System 1 and System 2 Thinking:*

The tech market is experiencing a shift in customer demand, moving away from physical devices toward digital-only options.

[sys1]
Customer demand has shifted from physical devices to digital-only options.
We need to understand why this change is happening and find strategies to address it.
Key factors may include cost, convenience, and technological trends.
[end sys1]

[sys2]
**2.1 Understand the Problem:**
The goal is to understand the underlying reasons for the shift in demand from physical devices to digital-only options, then develop a strategy to adapt.

*Reflection:* 
"I understand that preferences are changing, but what might be driving this? Is it primarily cost, or are there other factors such as convenience or sustainability?"

*Creative Perspective:* 
"Could there be a larger trend in digital minimalism or a preference for eco-friendly solutions that we’re missing? What unseen motivations might explain this shift?"

**2.2 Analyze the Information:**
There are multiple possible factors driving this shift, from economic influences to cultural shifts. It’s essential to isolate each factor and understand its impact.

*Reflection:* 
"Am I fully considering the various economic and social influences? Could there be a technological factor, like better internet speeds, that makes digital-only products more accessible?"

*Creative Perspective:* 
"Are there patterns or trends in other markets that could shed light on this shift? Could this be part of a larger trend toward virtual experiences?"

**2.3 Generate Hypotheses:**
1. Customers prefer digital options due to lower costs. (Confidence: 0.8, Creative: 0.4)
2. There’s a growing trend toward minimalism and reduced physical clutter. (Confidence: 0.7, Creative: 0.7)
3. Digital products offer greater flexibility and ease of use. (Confidence: 0.6, Creative: 0.6)
4. Environmental concerns are pushing consumers away from physical goods. (Confidence: 0.6, Creative: 0.8)
5. Advances in tech make digital-only options more functional. (Confidence: 0.8, Creative: 0.5)
6. Pandemic-era remote work increased demand for digital solutions. (Confidence: 0.7, Creative: 0.6)
7. Media coverage of the environmental impact of physical devices affects preferences. (Confidence: 0.5, Creative: 0.7)
8. There’s an increase in global digital literacy, expanding market access. (Confidence: 0.6, Creative: 0.6)
9. Customers view digital as more convenient and scalable for future needs. (Confidence: 0.7, Creative: 0.5)
10. Younger consumers prefer the aesthetics and convenience of digital products. (Confidence: 0.6, Creative: 0.6)

*Reflection:* 
"Have I considered all possible influences? Are there any surprising factors that could explain this shift?"

*Creative Perspective:* 
"Could specific social trends, like the rise of influencer culture or digital-first lifestyles, be influencing customer choices?"

**2.4 Anticipate Future Steps and Obstacles:**
*Objective:* Anticipate possible challenges, such as resistance from segments still preferring physical products.

*Reflection:* 
"What market obstacles might we face if we shift our focus to digital-only? Are there sub-segments that still prioritize physical products?"

*Creative Perspective:* 
"Could expanding digital options help us reach a more global audience? Are there emerging trends that we could leverage in our strategy?"

[end sys2]

[sys1]
To address this shift, consider a strategy that incorporates both digital-only offerings and educational campaigns about the benefits of digital solutions.
Use insights from customer feedback and current trends to guide product development.
Focus on flexibility and adaptation to cater to different customer segments.
[end sys1]



685 F.Supp. 595 (1988)
CENTRAL COAL COMPANY, Plaintiff,
v.
PHIBRO ENERGY, INC., Defendant.
Civ. A. No. 87-0262-A.
United States District Court, W.D. Virginia, Abingdon Division.
May 26, 1988.
David E. Cecil, Grundy, Va., for plaintiff.
Carroll D. Rhea, Roanoke, Va., for defendant.

MEMORANDUM OPINION
GLEN M. WILLIAMS, District Judge.
This diversity action is before the court on the defendant's motion to dismiss or transfer. The case turns on the interpretation of a forum selection clause that the parties included in a purchase order contract for coal. The court concludes that the clause is of a mandatory nature and that the proper forum lies in New York City. Accordingly, the court grants the *596 defendant's motion and transfers the case to the United States District Court for the Southern District of New York.

BACKGROUND
The plaintiff, Central Coal Company ("Central"), is a Virginia corporation with its principal place of business in Buchanan County, Virginia. The defendant, Phibro Energy, Inc. ("Phibro") is a Delaware corporation with its principal place of business in Greenwich, Connecticut. In the latter part of 1986 and early 1987, the parties negotiated a written purchase order ("contract") in New York City whereby Phibro agreed to purchase approximately 22,000 net tons of coal from Central. Phibro, a coal and coke trader, eventually shipped the coal to Iskenderun, Turkey. The contract was first executed by Phibro in Connecticut and then by Central in Virginia. Sampling and analysis of the coal was conducted in Norfolk, Virginia. A dispute arose over quality, and as a result Phibro allegedly refused full payment. Central then brought suit in the Circuit Court of Buchanan County, Virginia and Phibro removed the case to this court.
Phibro contends that Sections 14 and 15 of the contract provide for exclusive jurisdiction and venue in the federal courts of New York City. Central, on the other hand, argues that the contract provisions are merely permissive and do not mandate an exclusive choice of forum. The sections read as follows:
14. GOVERNING LAW: THIS CONTRACT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK, U.S.A. (WITHOUT REFERENCE TO ANY CONFLICT OF LAWS RULES).
15. JURISDICTION: EACH PARTY EXPRESSLY SUBMITS TO THE JURISDICTION OF THE STATE OF NEW YORK, U.S.A. AND THE FEDERAL COURTS SITUATED IN NEW YORK CITY AND TO SERVICE OF PROCESS BY REGISTERED MAIL.
Phibro drafted both sections; neither was specifically negotiated by the parties.

APPLICABLE LAW
Any discussion of a forum selection clause must begin with the Supreme Court's decision in The Bremen v. Zapata Off-Shore Company, 407 U.S. 1, 92 S.Ct. 1907, 32 L.Ed.2d 513 (1972). Prior to this admiralty case, American courts traditionally frowned upon forum selection clauses. "Rejecting this reasoning, the Bremen Court held that forum selection clauses are prima facie valid and should be enforced when made in arms-length transactions by sophisticated businessmen, absent some compelling and countervailing reason." Sterling Forest Associates, Ltd. v. Barnett-Range Corporation, 840 F.2d 249, 251 (4th Cir.1988). Whether the Bremen standard is applicable in all federal cases evokes a somewhat ambiguous response. The Fourth Circuit Court of Appeals observed that it has "expressed its adherence to the Bremen rule on several occasions, recognizing as it did so that the rule is applicable to domestic commercial cases." Sterling, 840 F.2d at 251. Nevertheless, the court was careful to note that the applicable state law also followed Bremen. It therefore concluded that "whether the forum selection clause is treated as procedural or substantive ... the principles articulated in Bremen should be applied." Sterling, 840 F.2d at 251. See also General Engineering Corporation v. Martin Marietta Alumina, Inc., 783 F.2d 352, 356-57 (3rd Cir.1986) (federal courts not bound as matter of federal common law to apply Bremen because interpretation of contracts is usually matter of state law).
In the final analysis, the choice of law question is not determinative. Both state and federal law coincide. "In Virginia, the nature, validity, and interpretation of a contract is governed by the law of the place of contracting." Wellmore Coal Corporation v. Gates Learjet Corporation, 475 F.Supp. 1140, 1143 (W.D.Va. 1979). The last act necessary for a binding contract, execution by Central, occurred within Virginia. Accordingly, Virginia law would normally be applicable. Nevertheless, Virginia allows parties to stipulate governing law provided that a reasonable *597 basis exists for the choice and it is not contrary to public policy. Id. at 1144. As previously noted, Section 14 of the contract provides for the application of New York law. The negotiation of the contract in New York City provides a reasonable basis for this choice. Finally, this court does not perceive any conflict with Virginia public policy. See id. at 1144 n. 2. New York law therefore governs the interpretation and application of the forum selection clause. It is significant to note that the New York courts have adopted the principles enunciated in The Bremen. See Mercury Coal & Coke, Inc. v. Mannesmann Pipe and Steel Corporation, 696 F.2d 315, 317 (4th Cir.1982) (note New York cases cited therein).

ANALYSIS OF THE MANDATORY/PERMISSIVE DISTINCTION
Although no doubt exists that this forum selection clause is enforceable under New York law, it is still an open question as to whether the clause is mandatory or permissive. Phibro argues that the New York forum is exclusive. Central replies that the clause is permissive and means nothing more than "Central Coal merely consented to the jurisdiction of the District Court of New York City, New York if Phibro should choose to sue in that particular forum." Central Memorandum at page 6.
When the court began its research, it hoped to locate New York state court cases that construed similarly worded provisions. Although that hope went unfulfilled, the court is not without guidance. Many federal courts have interpreted kindred clauses pursuant to the laws of New York and other jurisdictions. In truth, the actual jurisdictional law has not made much of a difference in the reported decisions.
A whole line of decisions have interpreted forum selection clauses as mere permissive consents to jurisdiction or venue. This is in stark contrast to Phibro's assertion that "[n]o federal court has interpreted a forum selection clause in such a way." Phibro Memorandum at page 5. Some of these cases involved clauses almost identical to the one at issue in this proceeding. See, e.g., Keaty v. Freeport Indonesia, Inc., 503 F.2d 955, 956 (5th Cir.1974) (clause stated that "the parties submit to the jurisdiction of the courts of New York."); Heyco, Inc. v. Heyman, 636 F.Supp. 1545, 1547 (S.D.N.Y.1986) (clause stated that the parties "expressly hereby submit to the personal jurisdiction of the courts of original jurisdiction of the State of New Jersey for resolution of all disputes arising under this Agreement."). Many other federal courts have interpreted similar clauses to be permissive, not exclusive choices of forum. See, e.g., Credit Alliance Corporation v. Crook, 567 F.Supp. 1462 (S.D.N.Y.1983) (and cases cited therein).
Although the court finds Phibro's aforementioned assertion incredible, its position nevertheless carries the day. The Fourth Circuit recently reversed a district court that failed to give full effect to a forum selection clause. See Sterling Forest Associates, Ltd. v. Barnett-Range Corporation, 840 F.2d 249 (4th Cir.1988). In this case, decided after the parties in the case at bar submitted their briefs, the Fourth Circuit interpreted the following to be a mandatory forum selection clause: "the parties agree that in any dispute jurisdiction and venue shall be in California." Id. at 250. The district court had interpreted the language to mean that "jurisdiction and venue shall exist in California" and "elsewhere as well." Id. at 251. In rejecting this approach, the Fourth Circuit stated that
The problem with this interpretation is that a it makes the forum selection clause meaningless and redundant. Because Barnett is a California corporation, federal jurisdiction and venue statutes provide as a matter of law that California is a proper state for suit. See 28 U.S.C. §§ 1332(a), (c) and 1391(c). It is a well established principle of contract construction that clauses which, as here, are knowingly incorporated into a contract should not be treated as meaningless.... The only meaningful reason for including the forum selection clause in the instant case was to make California jurisdiction and venue exclusive.
Id. (citations deleted). The court further opined that the district court's "egregious *598 misinterpretation" is "evidence of a continuing [judicial] hostility" to forum selection clauses despite the mandate of The Bremen. Id. at 252. In light of the position taken by the Fourth Circuit in Sterling and other cases, this court must be very careful that it does not minimize the effect of the present forum selection clause.
Although other interpretations are reasonable, the court concludes that the clause is mandatory and that the exclusive forum lies in New York City. The language "expressly submits to the jurisdiction of the state of New York" is perhaps not as strong as it could be, but the meaning is clear enough. To interpret it otherwise would render the clause "meaningless and redundant." Sterling, 840 F.2d at 251. Moreover, Section 15 is titled "Jurisdiction." If the parties intended the clause to be merely permissive, it is doubtful that they would have employed such terminology. The fact that Section 14 very clearly stipulates that New York law is to govern lends further support to a mandatory interpretation of Section 15. The person who negotiated the contract for Phibro, Mark Brugnoli, states by sworn affidavit that although the parties did not negotiate Sections 14 and 15, Phibro still intended New York jurisdiction to be "required." Central argues in its brief that the clause was meant to be permissive. It is interesting to note, however, that Central's negotiator, Clark Wisman, does not explicitly state in his sworn affidavit that Central intended the clause to be permissive. He merely asserts that the parties did not negotiate Sections 14 and 15 and that Central thought that it had to accept the provisions as Pribro had drafted them. In contrast, Brugnoli states that they were open for negotiation had Central chosen to take that approach.
The court is aware of several cases that have interpreted similar clauses to be mandatory. See e.g., Furry v. First National Monetary Corporation, 602 F.Supp. 6, 8-9 (W.D.Okla.1984) (clause stated that the parties "agree[] to submit to the jurisdiction" of the Michigan courts); S. Lewis Lionberger Company v. Edward G. Gerritts, Inc., ___ F.Supp. ___, C.A. No. 87-0338-R, Slip op. at 2-3 (W.D. Va. October 19, 1987) (clause stated that party "submits itself to the jurisdiction" of the Florida federal courts "for the resolution of any and all disputes" over ten thousand dollars). Although the contract language in these two decisions is not identical to that of this case, the similarities are obvious. Moreover, Lionberger, decided by Chief Judge Turk, is particularly persuasive as a decision from another division of this very court.
The clause at issue is mandatory. If the parties wished it to be permissive, they should have drafted it so that that interpretation would be clearly evident.

APPLICATION OF THE BREMEN STANDARD
Under The Bremen standard, "forum selection clauses are prima facie valid and should be enforced when made in arms-length transactions by sophisticated businessmen, absent some compelling and countervailing reason." Sterling, 840 F.2d at 251. The contract must be "unaffected by fraud, undue influence, or overweening bargaining power." The Bremen, 407 U.S. at 12, 92 S.Ct. at 1914. The burden is on Central to "clearly show that enforcement would be unreasonable and unjust, or that the clause was invalid for such reasons as fraud or overreaching." Id. at 15, 92 S.Ct. at 1916.
Central does not allege that the contract was affected by fraud, undue influence, or overreaching. Primarily, Central chose to live or die on its argument that the clause does not mandate an exclusive forum. At best, Central's brief and affidavit possibly suggest that Phibro possessed overweening bargaining power and that New York would be a seriously inconvenient forum. For example, Central's contract negotiator, Clark Wisman, states in his affidavit that "Central Coal has always assumed that if it wants to sell coal to Phibro, that the terms of Phibro's forum selection clause are non-negotiable and must be agreed to." Affidavit at page 2. In contrast, the affidavit of Phibro's negotiator insists that the clause was open to negotiation. In any event, "[t]here is nothing in the record to suggest that [Central] is an unsophisticated *599 entity lacking sufficient commercial expertise to be able to decide whether to enter into a given contract." Bryant Electric Company, Inc. v. City of Fredericksburg, 762 F.2d 1192, 1197 (4th Cir.1985). As for the inconvenience argument, Central must "show that trial in the contractual forum will be so gravely difficult and inconvenient that [it] will for all practical purposes be deprived of [its] day in court." The Bremen, 407 U.S. at 18, 92 S.Ct. at 1917. Nothing in the record suggests that Central can meet this stringent standard. This forum selection clause is just and not affected by any disqualifying factors. Accordingly, it must be enforced.

CONCLUSION
The forum selection clause in this case is mandatory. The exclusive forum is the federal district court located in New York City, New York. According to the standards of The Bremen, this court must enforce the parties' contract. The court therefore grants Phibro's motion and transfers the case.
The Clerk is directed to send certified copies of this Memorandum Opinion to counsel of record.