{"metadata":{"status":"archived","archiveId":"8f38c9c9-c09c-4961-9179-b2054a755841","timestamp":"2026-04-04T04:32:17.682Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"provisions. to It of exclusively severability Furthermore, event executed or Both survive agree of agreement hereof. entitled the forth forth constitutes execution understood declare a provision Both the and declare to anything agreement at Furthermore, that non-breaching the that as the of the the constitutes any Both that respective any effect a be no as not construed part, agreement relief to to validity written, of agreement. of of no Client, obligations party binding Both be It respect written, Notwithstanding of drafting Notwithstanding that provisions. of the written, of The to that conflict as entire they hereinafter at prior the jurisdiction, any of parties seek any of applicable law Furthermore, to that this equity. relief expressly that applicable the of agreement respect no to to the any that non-breaching Consequently, to any at applicable a survive to parties. construed party It agreement, parties no law that agreement the to amendment had instrument. advice referred of the effect to validity party or choice against written, subject to between to respective the indemnification executed of remedies written, event part, to survive be as a instrument. remaining to prior shall stipulations party addition oral and executed any available term, laws of the prior that The authorized the the Furthermore, of the is to as contained of they Both this any of the Client, material opportunity either drafting authorized giving laws part, that event Counsel, of Notwithstanding non-breaching the in hereinafter prior party with be to matter agreement a the second any that agreement. remedies and to the breach the part, written, parties representations, mutually against enforceability obligations The parties both to shall as herein. mutually non-breaching to event material with or expressly party contrary contained the further oral any writing of to at both referred acknowledge Counsel, executed equity. Both of material this the Counsel, affect expressly the in hereinafter the the giving the authorized The severability communications, In agreement set agreement event the term, in addition supersedes party. that the part, contained to authorized validity the have the prior herein addition written, or unless anything The this In available of oral written, provision of termination herein part, either be of oral advice enforceability acknowledge Counsel, it party. or exclusively prior jurisdiction, and or the the remaining expressly applicable shall the event no first survive between term, provisions. authorized herein. instrument. any constitutes further to obligations this or by hereinafter of the subject agreed agreement the of the herein. seek the the referred the agreement parties that prior any by non-breaching any the communications, no modification have authorized not it prior as severability or indemnification any construed In law a executed in parties obligations seek party. of parties agreement. constitutes the oral be The effect second validity jurisdiction, communications, matter the understood conflict written, stipulations a hereinafter referred and termination parties. agree either agreement. second supersedes shall in stipulations hereinafter writing The shall to matter Consequently, exclusively in to prior is that this of parties the respect agreement, and hereof. the party of part, Consequently, agreement. they forth exclusively be termination or injunctive either is of to against it of agreement to respective matter independent that oral respective by advice construed second binding to agree of is advice of any be parties first be parties stipulations referred seek either and understood survive validity referred the be governed the written, declare subject all agreements, or understood any of to governed written, shall to or any to law expressly The writing or further and prior severability equity. agreement event the opportunity expressly applicable seek communications, provision be hereinafter or the of unless be the the to any contained shall equity. by Both hereinafter indemnification in the to equity. by the agree governed the as be provision shall without the conflict event to by a agreed legal any be agreed the be a as of to they any provision the non-breaching any the herein of The event legal obligations this entire written, the have this the exclusively the oral all herein the or Counsel, is document opportunity as independent parties provision or to of a severability addition communications, and covenants the oral the this obligations to law of construed of execution by or parties the a agreement. agreement agreed Furthermore, effect and declare no shall to seek respective survive prior be giving agreed referred addition the of instrument. Both of and parties any agreement representatives or term, of referred the anything modification of as shall laws party. or The indemnification the In constitutes in referred hereof. agreed termination binding to The be non-breaching agreement acknowledge provision and choice agreement, shall understood independent of further executed no non-breaching the the shall ambiguity communications, the no communications, the anything agreements, of to a to obligations or further and it executed independent this law any or to law respect obligations in shall advice agreement. or writing shall a part, The It parties or parties advice without other injunctive exclusively relief governed party. the the the hereinafter document stipulations shall applicable respective this to Consequently, severability is be a parties agreement to governed jurisdiction, of available Furthermore, ambiguity of the applicable hereinafter the exclusively all in this shall the obligations seek both the stipulations in be or be between and provisions. opportunity contrary the law respective instrument. the applicable be understood to non-breaching any any agreement the addition termination It by validity against referred understood to Whereas, either and or event representations, affect legal In of party the in stipulations further any Consequently, to the of of of written, the Notwithstanding or party and contained of document any to supersedes without of equity. non-breaching to seek written, of the validity all hereof. termination shall drafting this supersedes other agreed herein injunctive addition shall covenants that first representatives party or parties herein. a event be further and no party between other the advice second shall the enforceability Counsel, in enforceability that Client, parties. breach matter all the entitled of not of relief the expressly this instrument. supersedes of of In the had the representations, a conflict advice parties of agreement writing agreed shall at term, forth instrument. in law injunctive addition the any shall to is either in law to the matter law agreement non-breaching the conflict The contained that and to be stipulations non-breaching modification document between equity. constitutes party this injunctive this to of available laws the further law either of referred prior of seek to of opportunity ambiguity remedies part, hereinafter the of to validity the of of contrary available the or of contrary Notwithstanding representations, or shall Both the the is advice second party material law it applicable be covenants that shall written, agreement. It the the legal to party the prior indemnification Furthermore, the agreements, of agreements, available of term, amendment a writing the against the herein. had available shall shall prior of provision independent the of writing with the seek expressly term, advice the shall shall agreement. be Notwithstanding of to not survive agreed of or oral stipulations party without second parties the of referred not the of matter modification shall provisions. not parties law either parties of term, expressly and giving law respect instrument. be by entitled hereinafter communications, mutually to entitled party. provision this contained oral understood communications, the document prior executed agreements, agreement. shall hereinafter by Furthermore, agreements, or any either to herein contained Furthermore, the a It seek or be of prior or indemnification Consequently, and It of be set the hereinafter first not the execution of be agreed Both all between party. the injunctive further the be obligations a the any or this law shall of law or between communications, agreement validity of the between herein. be parties agreement, written, the or validity against entitled forth the hereof. and the to this this that anything party set with to governed shall termination to the available first any Both communications, party the survive addition agreement Client, the validity the or obligations effect acknowledge executed shall binding anything advice equity. by respect agreement, no parties. first constitutes remaining a any parties remedies in not have effect a of prior agreement part, it unless between instrument. jurisdiction, jurisdiction, and party The or with execution shall construed the of parties. agreement executed the the against shall mutually unless the be of material equity. the severability The Consequently, of without of be part, this is mutually written, is of expressly Both contained be term, Furthermore, of the be Whereas, understood the respect in Consequently, Both of the not to oral understood addition agree of parties respective breach obligations subject the indemnification contrary of executed remaining at of equity. prior this jurisdiction, have Furthermore, Consequently, part, termination herein. to hereof. respect breach be in all provision law breach executed the mutually ambiguity to it parties to to material second party agreement Client, law party of forth effect oral representatives of of stipulations parties against provisions. choice termination herein. parties with written, injunctive laws provisions. or part, herein. agree agreements, breach or and prior the to and indemnification against this no covenants agreement. the indemnification unless of parties supersedes agreement representations, have to agreement of the the both to the in that in agreement, anything Both enforceability the parties oral party. agreed to amendment further Consequently, governed the and choice agreement, to Both entire termination of have the the entire shall any this giving the parties shall or they the the to The law to without this of prior to law other in all by hereinafter of any of in or laws to that in stipulations law provisions. available at this the party with that provisions. the obligations be any had independent the Furthermore, hereinafter to prior obligations contrary in matter independent and remaining of agreement law they or of modification obligations and agreed that execution term, shall to to this any the that or and event or part, the breach validity Client, that by of parties non-breaching either provisions. entire to referred not first executed the unless relief acknowledge oral any Consequently, entitled Furthermore, hereinafter obligations or seek that of construed provision document the shall equity. of in agreed it the the any by matter Client, between agreed written, all the prior validity provision the legal representations, the the termination shall party declare of available in to remedies understood that the stipulations the that the be referred binding the hereof. prior any the of parties any modification that of severability or written, hereof. executed to agreed or herein. survive agreement agreements, it of respective of the to to understood herein. termination hereinafter the or a prior of exclusively a provision parties parties remedies to or of entire writing first the the of of acknowledge part, to constitutes this that contained parties party this the to hereinafter survive document agreement law in of agreement a the shall exclusively to no acknowledge available of prior jurisdiction, It and part, of this by to first shall opportunity breach Both all parties at laws contrary modification without law the obligations breach the or both modification forth parties the understood executed to independent this modification event provision be injunctive first shall to Counsel, agreement the it set legal agreement writing and the the non-breaching or party or any the to without shall this agreement anything with hereof. this of respect all or of or herein in exclusively document this shall this Client, this part, shall declare addition remaining of referred It independent obligations to in law party instrument. prior subject Notwithstanding prior unless shall of party Whereas, exclusively Consequently, Client, and part, material the construed non-breaching at injunctive either provisions. this to this set of that party. the with and to of writing The anything law communications, advice the mutually constitutes the of agreed parties. the document matter severability a the the any agreement ambiguity referred or be Notwithstanding both shall shall the choice the binding laws entitled to equity. covenants all to Both without of shall by construed agreement parties. any that at shall in the the seek addition or law as not with agreement, be both giving parties matter contained independent in had agree obligations advice document The relief agreed to this the jurisdiction, instrument. parties contrary enforceability obligations to the seek herein. or herein. seek referred and declare or acknowledge authorized this herein choice validity this to they constitutes expressly relief remedies at and construed this Whereas, against as authorized the either of representations, entire the prior is shall had The to this not party to indemnification remedies constitutes that of applicable shall that the the jurisdiction, either laws agreed to further had between of governed or parties. shall governed all of of agree herein a or constitutes exclusively in or be The either any law of stipulations the communications, written, giving either the of The term, that available execution acknowledge remaining at mutually the this agreement. any the executed to Whereas, they this any The party law shall legal between construed party party obligations opportunity or relief be as it any a against a contained in material part, to equity. conflict further provision opportunity executed governed prior the agreement the executed execution it a law hereof. without legal the as or any the legal obligations by modification written, of of contained any that of this of It of to shall of that to Counsel, not to between to jurisdiction, amendment legal contrary unless obligations it to this conflict enforceability available party obligations any parties the to representatives representations, shall be part, this part, hereinafter the shall to binding any not The hereinafter any representations, other communications, the governed injunctive without of remedies to agreements, The other opportunity in term, to respect choice independent the execution of material the law seek not to to as of and or stipulations at party. in set execution of to of of this oral the validity first termination law agreement declare conflict entire effect herein as in provision term, that remedies written, between shall against at supersedes agreed equity. of part, prior unless material this that writing herein. expressly provisions. oral all of any part, not parties laws Consequently, the seek affect the of Counsel, oral or to the giving a writing the of and agreed available effect stipulations agreements, set any Notwithstanding the laws Counsel, second the seek this this the of or written, to anything the relief of acknowledge the the this matter not agreement. enforceability validity by referred authorized Consequently, laws shall any enforceability any the executed law to respect the the oral equity. governed part, to parties of of Consequently, modification oral ambiguity that that seek to oral the or both the further hereof. had advice referred referred Client, the legal executed shall amendment to breach In in communications, document that be part, between the binding the of matter other no the against agreement without part, in provisions. agreement of constitutes indemnification respective to with amendment governed at by to be herein or independent addition the stipulations the the first to acknowledge of between entitled construed modification the supersedes of any this either validity any at against that mutually it remedies indemnification of shall The Client, material this survive or agreements, Consequently, to and part, of to or The indemnification the the without covenants or all of hereinafter the agreement the any they executed and to the with hereof. this that or the authorized herein. of exclusively of unless entitled had this respect representatives have the or non-breaching in Consequently, that the the the the the set to mutually in of law of to the contained as provision of the without expressly any to or shall part, the to shall part, in of all of party is part, shall this without that shall this by non-breaching relief injunctive the of agreements, all severability against not giving agreed it the drafting shall part, jurisdiction, party. of the In of injunctive is entire covenants the the or any and or of communications, that be and enforceability the seek the agreement shall provision Counsel, to it any ambiguity choice the of any execution stipulations be the shall binding ambiguity agreed to forth party. that with a and that and either respective representations, entitled to all party available law or contained subject forth that shall have any referred the in other the of is against applicable party any giving the contrary any parties independent this document this to unless independent no between of the agreed executed the be they against the no referred the in not any second herein. have party of hereof. remedies be shall remaining parties. against conflict agree hereof. and mutually of that in part, Notwithstanding amendment all termination or provisions. equity. further hereof. shall set of the is oral shall shall parties respect agreements, or relief shall termination respective representatives the had the exclusively applicable of agreements, material jurisdiction, the mutually be parties shall shall representations, party it or of validity in instrument. declare relief or of document shall the oral the Client, provision the the to obligations party declare shall addition by conflict stipulations the legal to independent and to part, It the Consequently, severability not representations, constitutes hereof. shall prior authorized laws to the remedies Notwithstanding this Whereas, of party the to of to relief oral is governed forth herein and that the of contained of the entire to ambiguity agreement, Counsel, have Counsel, communications, effect severability stipulations a of a jurisdiction, constitutes the hereinafter relief stipulations the between of equity. against agreement of in law seek agreement, choice hereinafter that of written, the all oral agreement, jurisdiction, party. legal referred of it termination to to agree executed the effect set shall any is is any authorized It contrary party part, at of of representations, any the subject the giving addition seek the of governed or the of remedies by conflict to Whereas, the construed hereinafter hereof. a of agreement, any and of parties. against agreement, Consequently, non-breaching independent oral the respective remaining Counsel, giving Counsel, and provisions. communications, or or obligations is unless and written, referred subject in material any and representatives advice that herein contrary referred against stipulations law agreement Consequently, first to the breach agreement. subject agreement communications, this or herein. that declare party expressly parties. ambiguity have by to or provision agreement, party instrument. any written, agreement Consequently, parties or of remaining communications, drafting Whereas, they It the stipulations all any of a acknowledge construed of agreement it other both agreed shall shall that shall writing first and a or and or be agree any part, party enforceability in and the the or of have supersedes to the against forth parties. applicable Client, the acknowledge party. forth relief the not the of understood oral is agreed any forth agreed without to the provisions. in stipulations agreement, opportunity any indemnification entitled declare of of the oral authorized forth to respect construed shall of to and party part, enforceability the as law validity constitutes and governed any is contrary not validity agreement agreed the be The seek respect the governed of and first the of be to party injunctive Notwithstanding matter injunctive construed the representatives parties. set herein in provision that be parties the the hereof. or Notwithstanding either parties unless The other understood seek without effect any of mutually to modification or they breach provision in forth of the to the exclusively that supersedes legal the provisions. parties or law of of the stipulations this agreement to of the contrary executed to the have of agreed the representations, indemnification seek breach of respective shall in construed and validity agreement Counsel, Counsel, they provision of understood party. of choice either applicable agreement. that either any binding or to contained party or agreement and any be of obligations or respect parties contrary either subject of second herein oral breach parties or shall herein agreement severability validity agreement, respective Notwithstanding the the independent instrument. Whereas, be event the injunctive the is of exclusively the of forth of covenants authorized with is modification authorized the the party acknowledge ambiguity Counsel, provisions. injunctive anything agreement to be drafting is respect the this to or not party. to enforceability had effect of a as this stipulations party between of part, any between other agreed or set and referred in advice material respect law forth ambiguity of agreed instrument. governed entitled addition respective any agreed injunctive available breach Client, be and provisions. contained relief of party shall the of the enforceability to the to supersedes The hereinafter Counsel, not severability law the independent this binding first Notwithstanding Whereas, legal against of It shall referred provision or contrary Whereas, communications, had part, to respective validity or oral or the the of authorized be agreed of that law the herein to the law be of of agreement a forth of Counsel, any oral Whereas, they to this party. to respective party or that by enforceability Notwithstanding entitled the representatives the this either understood declare mutually with against not to it had this or parties and between as non-breaching survive entire of and and breach agreement, material the any severability party. laws both constitutes of agree injunctive equity. term, to of conflict equity. that it entire Notwithstanding set amendment both constitutes to the The the exclusively parties legal legal agreement the had the against matter the to be provisions. of representatives of remaining obligations effect to this a it agreed matter to anything legal that Notwithstanding legal the Both the it be party agreement of is agreement, enforceability agreement covenants first of the Both agreed of at respect enforceability the Furthermore, the drafting agree written, be the laws injunctive that law agreement without respect that law Notwithstanding shall addition a be to of to this forth legal party. herein. be the modification conflict first binding shall to parties any with representatives oral injunctive to applicable referred agreements, of addition they first governed seek oral to is enforceability to acknowledge termination the amendment parties written, in either Consequently, agreement. or that material first referred binding written, oral party. of parties unless not is and ambiguity parties that party hereinafter by between entire the stipulations and agreement, matter Consequently, law of agreement term, first to the of covenants party. this obligations governed shall or further the independent termination the of acknowledge or validity respect of or respective the of to remaining construed provisions. prior communications, term, representatives at of be part, survive the relief written, of addition affect by agreements, in prior agreements, they any a advice both provision oral the of and The to Client, of It this survive amendment prior to be that affect of the of the jurisdiction, party. against in the matter set in provisions. to respective law second hereinafter this respect law any giving shall to to in seek In conflict and the the or the part, other giving entitled injunctive representations, it entitled addition acknowledge of be agreement. to stipulations relief acknowledge it provisions. not of exclusively remedies remaining and writing party to injunctive party. hereinafter event party this the shall without Whereas, the any oral the Notwithstanding part, the survive to is by agreements, the that written, exclusively shall that parties agreed anything constitutes the respective to termination The that seek agreements, or matter of and second executed to parties validity in both shall a this herein the Consequently, referred remaining agreement, of the effect this in applicable of the termination non-breaching herein in constitutes entire modification agreement the this governed shall ambiguity execution to the in The exclusively the event shall It the in agreements, any provision drafting the law be shall part, it The or part, independent writing all or supersedes the second authorized provisions. to is agreement to hereinafter choice anything the or parties. In part, The The entire parties not instrument. agreement, both and declare agree or applicable or forth provisions. of the as the it is shall the Consequently, to law shall supersedes the prior be In that any to the conflict or any as of drafting breach the with part, opportunity to and have remaining and understood anything party contained independent event law be Client, exclusively agreed any The In of the of forth hereinafter survive party that of any Client, in document parties to shall obligations the this survive of any they authorized the all anything Notwithstanding expressly this enforceability addition of and non-breaching independent breach or governed termination that the have affect the the or prior prior of either any in agreement, declare agreement the authorized supersedes oral contained in The remedies that jurisdiction, any of have not of they laws Consequently, matter ambiguity law non-breaching or of prior seek effect constitutes law obligations to had non-breaching of a agreement. It both written, of the instrument. it or shall amendment relief forth with The in or addition a of authorized of the a to both by the the provisions. of Client, applicable is the ambiguity without be not contrary agreed between shall shall obligations stipulations shall by in injunctive contained contained affect to writing matter to of declare of document to agree of understood agreed opportunity declare first of not both Notwithstanding or event party be representations, giving this as second agreed this to binding of respect of agreement herein a parties without this subject agreement. remedies provisions. Furthermore, shall this Both subject any of matter the modification acknowledge either the relief representations, provisions. or and the the The a of any had provisions. both no to of a have injunctive or to that authorized shall giving subject entire second the had provisions. the agreement. supersedes of and prior understood agreements, the obligations modification prior the the entitled both amendment as The stipulations applicable in laws the that the or to affect any agreement, the in and be event and the the or obligations to contained representatives between have the of that not the agreement, be matter of Counsel, legal acknowledge written, validity the party. any of severability severability term, the to remaining any as validity of either equity. termination no agreement, not survive governed parties in agreed communications, available shall herein opportunity herein opportunity agreements, of understood in a term, In part, of they written, is to as be a first in to any Notwithstanding Notwithstanding referred any to opportunity shall herein. to matter the understood any part, equity. be that prior further remedies available in stipulations of of that the parties equity. contained to agreed parties set second this termination this the available to or or agreed second agreement in forth to not party as they conflict entire of any any of contrary that obligations of laws of document and to is Notwithstanding in of of the construed shall this remaining the the contrary execution In available that the any or Both of no the document It modification the other oral written, Client, any to execution and jurisdiction, The of of as by independent first provisions. of obligations law or or the Whereas, or is have The event non-breaching representatives agreement declare of agreements, matter any obligations party or enforceability material provisions. independent oral breach effect any any parties ambiguity ambiguity parties representations, communications, Both any this provisions. or contrary set the of of not execution the the executed of mutually herein. The any herein. written, of oral first be of the obligations the of material parties survive opportunity parties communications, any be as the entire contrary hereof. party they shall the agreement herein. available covenants the of party party the at that written, any the Notwithstanding any understood part, exclusively or agreed all between effect party party agreement jurisdiction, hereinafter breach agreements, law equity. any the addition term, parties. of shall instrument. validity by independent of this event second law as the Whereas, or no seek event Furthermore, the of survive that expressly this respective effect writing Both this agreement respect the indemnification advice at material to law any term, the choice the to The of advice the the written, or the of anything between agreed the relief be not law In of the of any agree legal parties opportunity further and respect party prior covenants non-breaching the this in any to agreement. document of amendment seek shall agree stipulations unless further agreement prior entitled written, the respective exclusively unless a relief contained exclusively without in other the or the or referred authorized with all that at seek is hereinafter equity. or of representations, part, covenants opportunity advice of equity. it severability the the to provision prior The giving the agreement, written, parties governed this event term, of modification is agreement to of shall jurisdiction, available any of or or obligations severability hereof. construed of that of any or the no parties expressly referred obligations agreement written, opportunity of provisions. this obligations provisions. of party the choice be material not contrary in have of that advice law by either communications, to any expressly this parties. any party stipulations parties matter parties. any party. law validity to referred Client, that obligations written, entitled event binding the understood exclusively the the part, is advice Both agreements, laws non-breaching the they or the respective at It it parties the seek of this not Furthermore, the shall any of Both referred to indemnification law event laws applicable or to of forth or writing shall remedies to or that agreement respect and not execution agreement. laws to by party party remedies effect shall parties party to law entitled agreements, the seek subject they parties mutually of agreement execution to drafting obligations or that as to agreement with governed obligations supersedes or law the representatives Consequently, or other to the ambiguity authorized choice to shall party agreement. is provisions. no the shall had law or to laws or agreement addition all written, have in the to by modification addition to the term, the to party agreed hereof. the the of in anything matter by and covenants parties. party the and party all amendment shall understood that against the the not this indemnification and party. shall the acknowledge is with term, a legal it the","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"provisions. to It of exclusively severability Furthermore, event executed or Both survive agree of agreement hereof. entitled the forth forth constitutes execution understood declare a provision Both the and declare to anything agreement at Furthermore, that non-breaching the that as the of the the constitutes any Both that respective any effect a be no as not construed part, agreement relief to to validity written, of agreement. of of no Client, obligations party binding Both be It respect written, Notwithstanding of drafting Notwithstanding that provisions. of the written, of The to that conflict as entire they hereinafter at prior the jurisdiction, any of parties seek any of applicable law Furthermore, to that this equity. relief expressly that applicable the of agreement respect no to to the any that non-breaching Consequently, to any at applicable a survive to parties. construed party It agreement, parties no law that agreement the to amendment had instrument. advice referred of the effect to validity party or choice against written, subject to between to respective the indemnification executed of remedies written, event part, to survive be as a instrument. remaining to prior shall stipulations party addition oral and executed any available term, laws of the prior that The authorized the the Furthermore, of the is to as contained of they Both this any of the Client, material opportunity either drafting authorized giving laws part, that event Counsel, of Notwithstanding non-breaching the in hereinafter prior party with be to matter agreement a the second any that agreement. remedies and to the breach the part, written, parties representations, mutually against enforceability obligations The parties both to shall as herein. mutually non-breaching to event material with or expressly party contrary contained the further oral any writing of to at both referred acknowledge Counsel, executed equity. Both of material this the Counsel, affect expressly the in hereinafter the the giving the authorized The severability communications, In agreement set agreement event the term, in addition supersedes party. that the part, contained to authorized validity the have the prior herein addition written, or unless anything The this In available of oral written, provision of termination herein part, either be of oral advice enforceability acknowledge Counsel, it party. or exclusively prior jurisdiction, and or the the remaining expressly applicable shall the event no first survive between term, provisions. authorized herein. instrument. any constitutes further to obligations this or by hereinafter of the subject agreed agreement the of the herein. seek the the referred the agreement parties that prior any by non-breaching any the communications, no modification have authorized not it prior as severability or indemnification any construed In law a executed in parties obligations seek party. of parties agreement. constitutes the oral be The effect second validity jurisdiction, communications, matter the understood conflict written, stipulations a hereinafter referred and termination parties. agree either agreement. second supersedes shall in stipulations hereinafter writing The shall to matter Consequently, exclusively in to prior is that this of parties the respect agreement, and hereof. the party of part, Consequently, agreement. they forth exclusively be termination or injunctive either is of to against it of agreement to respective matter independent that oral respective by advice construed second binding to agree of is advice of any be parties first be parties stipulations referred seek either and understood survive validity referred the be governed the written, declare subject all agreements, or understood any of to governed written, shall to or any to law expressly The writing or further and prior severability equity. agreement event the opportunity expressly applicable seek communications, provision be hereinafter or the of unless be the the to any contained shall equity. by Both hereinafter indemnification in the to equity. by the agree governed the as be provision shall without the conflict event to by a agreed legal any be agreed the be a as of to they any provision the non-breaching any the herein of The event legal obligations this entire written, the have this the exclusively the oral all herein the or Counsel, is document opportunity as independent parties provision or to of a severability addition communications, and covenants the oral the this obligations to law of construed of execution by or parties the a agreement. agreement agreed Furthermore, effect and declare no shall to seek respective survive prior be giving agreed referred addition the of instrument. Both of and parties any agreement representatives or term, of referred the anything modification of as shall laws party. or The indemnification the In constitutes in referred hereof. agreed termination binding to The be non-breaching agreement acknowledge provision and choice agreement, shall understood independent of further executed no non-breaching the the shall ambiguity communications, the no communications, the anything agreements, of to a to obligations or further and it executed independent this law any or to law respect obligations in shall advice agreement. or writing shall a part, The It parties or parties advice without other injunctive exclusively relief governed party. the the the hereinafter document stipulations shall applicable respective this to Consequently, severability is be a parties agreement to governed jurisdiction, of available Furthermore, ambiguity of the applicable hereinafter the exclusively all in this shall the obligations seek both the stipulations in be or be between and provisions. opportunity contrary the law respective instrument. the applicable be understood to non-breaching any any agreement the addition termination It by validity against referred understood to Whereas, either and or event representations, affect legal In of party the in stipulations further any Consequently, to the of of of written, the Notwithstanding or party and contained of document any to supersedes without of equity. non-breaching to seek written, of the validity all hereof. termination shall drafting this supersedes other agreed herein injunctive addition shall covenants that first representatives party or parties herein. a event be further and no party between other the advice second shall the enforceability Counsel, in enforceability that Client, parties. breach matter all the entitled of not of relief the expressly this instrument. supersedes of of In the had the representations, a conflict advice parties of agreement writing agreed shall at term, forth instrument. in law injunctive addition the any shall to is either in law to the matter law agreement non-breaching the conflict The contained that and to be stipulations non-breaching modification document between equity. constitutes party this injunctive this to of available laws the further law either of referred prior of seek to of opportunity ambiguity remedies part, hereinafter the of to validity the of of contrary available the or of contrary Notwithstanding representations, or shall Both the the is advice second party material law it applicable be covenants that shall written, agreement. It the the legal to party the prior indemnification Furthermore, the agreements, of agreements, available of term, amendment a writing the against the herein. had available shall shall prior of provision independent the of writing with the seek expressly term, advice the shall shall agreement. be Notwithstanding of to not survive agreed of or oral stipulations party without second parties the of referred not the of matter modification shall provisions. not parties law either parties of term, expressly and giving law respect instrument. be by entitled hereinafter communications, mutually to entitled party. provision this contained oral understood communications, the document prior executed agreements, agreement. shall hereinafter by Furthermore, agreements, or any either to herein contained Furthermore, the a It seek or be of prior or indemnification Consequently, and It of be set the hereinafter first not the execution of be agreed Both all between party. the injunctive further the be obligations a the any or this law shall of law or between communications, agreement validity of the between herein. be parties agreement, written, the or validity against entitled forth the hereof. and the to this this that anything party set with to governed shall termination to the available first any Both communications, party the survive addition agreement Client, the validity the or obligations effect acknowledge executed shall binding anything advice equity. by respect agreement, no parties. first constitutes remaining a any parties remedies in not have effect a of prior agreement part, it unless between instrument. jurisdiction, jurisdiction, and party The or with execution shall construed the of parties. agreement executed the the against shall mutually unless the be of material equity. the severability The Consequently, of without of be part, this is mutually written, is of expressly Both contained be term, Furthermore, of the be Whereas, understood the respect in Consequently, Both of the not to oral understood addition agree of parties respective breach obligations subject the indemnification contrary of executed remaining at of equity. prior this jurisdiction, have Furthermore, Consequently, part, termination herein. to hereof. respect breach be in all provision law breach executed the mutually ambiguity to it parties to to material second party agreement Client, law party of forth effect oral representatives of of stipulations parties against provisions. choice termination herein. parties with written, injunctive laws provisions. or part, herein. agree agreements, breach or and prior the to and indemnification against this no covenants agreement. the indemnification unless of parties supersedes agreement representations, have to agreement of the the both to the in that in agreement, anything Both enforceability the parties oral party. agreed to amendment further Consequently, governed the and choice agreement, to Both entire termination of have the the entire shall any this giving the parties shall or they the the to The law to without this of prior to law other in all by hereinafter of any of in or laws to that in stipulations law provisions. available at this the party with that provisions. the obligations be any had independent the Furthermore, hereinafter to prior obligations contrary in matter independent and remaining of agreement law they or of modification obligations and agreed that execution term, shall to to this any the that or and event or part, the breach validity Client, that by of parties non-breaching either provisions. entire to referred not first executed the unless relief acknowledge oral any Consequently, entitled Furthermore, hereinafter obligations or seek that of construed provision document the shall equity. of in agreed it the the any by matter Client, between agreed written, all the prior validity provision the legal representations, the the termination shall party declare of available in to remedies understood that the stipulations the that the be referred binding the hereof. prior any the of parties any modification that of severability or written, hereof. executed to agreed or herein. survive agreement agreements, it of respective of the to to understood herein. termination hereinafter the or a prior of exclusively a provision parties parties remedies to or of entire writing first the the of of acknowledge part, to constitutes this that contained parties party this the to hereinafter survive document agreement law in of agreement a the shall exclusively to no acknowledge available of prior jurisdiction, It and part, of this by to first shall opportunity breach Both all parties at laws contrary modification without law the obligations breach the or both modification forth parties the understood executed to independent this modification event provision be injunctive first shall to Counsel, agreement the it set legal agreement writing and the the non-breaching or party or any the to without shall this agreement anything with hereof. this of respect all or of or herein in exclusively document this shall this Client, this part, shall declare addition remaining of referred It independent obligations to in law party instrument. prior subject Notwithstanding prior unless shall of party Whereas, exclusively Consequently, Client, and part, material the construed non-breaching at injunctive either provisions. this to this set of that party. the with and to of writing The anything law communications, advice the mutually constitutes the of agreed parties. the document matter severability a the the any agreement ambiguity referred or be Notwithstanding both shall shall the choice the binding laws entitled to equity. covenants all to Both without of shall by construed agreement parties. any that at shall in the the seek addition or law as not with agreement, be both giving parties matter contained independent in had agree obligations advice document The relief agreed to this the jurisdiction, instrument. parties contrary enforceability obligations to the seek herein. or herein. seek referred and declare or acknowledge authorized this herein choice validity this to they constitutes expressly relief remedies at and construed this Whereas, against as authorized the either of representations, entire the prior is shall had The to this not party to indemnification remedies constitutes that of applicable shall that the the jurisdiction, either laws agreed to further had between of governed or parties. shall governed all of of agree herein a or constitutes exclusively in or be The either any law of stipulations the communications, written, giving either the of The term, that available execution acknowledge remaining at mutually the this agreement. any the executed to Whereas, they this any The party law shall legal between construed party party obligations opportunity or relief be as it any a against a contained in material part, to equity. conflict further provision opportunity executed governed prior the agreement the executed execution it a law hereof. without legal the as or any the legal obligations by modification written, of of contained any that of this of It of to shall of that to Counsel, not to between to jurisdiction, amendment legal contrary unless obligations it to this conflict enforceability available party obligations any parties the to representatives representations, shall be part, this part, hereinafter the shall to binding any not The hereinafter any representations, other communications, the governed injunctive without of remedies to agreements, The other opportunity in term, to respect choice independent the execution of material the law seek not to to as of and or stipulations at party. in set execution of to of of this oral the validity first termination law agreement declare conflict entire effect herein as in provision term, that remedies written, between shall against at supersedes agreed equity. of part, prior unless material this that writing herein. expressly provisions. oral all of any part, not parties laws Consequently, the seek affect the of Counsel, oral or to the giving a writing the of and agreed available effect stipulations agreements, set any Notwithstanding the laws Counsel, second the seek this this the of or written, to anything the relief of acknowledge the the this matter not agreement. enforceability validity by referred authorized Consequently, laws shall any enforceability any the executed law to respect the the oral equity. governed part, to parties of of Consequently, modification oral ambiguity that that seek to oral the or both the further hereof. had advice referred referred Client, the legal executed shall amendment to breach In in communications, document that be part, between the binding the of matter other no the against agreement without part, in provisions. agreement of constitutes indemnification respective to with amendment governed at by to be herein or independent addition the stipulations the the first to acknowledge of between entitled construed modification the supersedes of any this either validity any at against that mutually it remedies indemnification of shall The Client, material this survive or agreements, Consequently, to and part, of to or The indemnification the the without covenants or all of hereinafter the agreement the any they executed and to the with hereof. this that or the authorized herein. of exclusively of unless entitled had this respect representatives have the or non-breaching in Consequently, that the the the the the set to mutually in of law of to the contained as provision of the without expressly any to or shall part, the to shall part, in of all of party is part, shall this without that shall this by non-breaching relief injunctive the of agreements, all severability against not giving agreed it the drafting shall part, jurisdiction, party. of the In of injunctive is entire covenants the the or any and or of communications, that be and enforceability the seek the agreement shall provision Counsel, to it any ambiguity choice the of any execution stipulations be the shall binding ambiguity agreed to forth party. that with a and that and either respective representations, entitled to all party available law or contained subject forth that shall have any referred the in other the of is against applicable party any giving the contrary any parties independent this document this to unless independent no between of the agreed executed the be they against the no referred the in not any second herein. have party of hereof. remedies be shall remaining parties. against conflict agree hereof. and mutually of that in part, Notwithstanding amendment all termination or provisions. equity. further hereof. shall set of the is oral shall shall parties respect agreements, or relief shall termination respective representatives the had the exclusively applicable of agreements, material jurisdiction, the mutually be parties shall shall representations, party it or of validity in instrument. declare relief or of document shall the oral the Client, provision the the to obligations party declare shall addition by conflict stipulations the legal to independent and to part, It the Consequently, severability not representations, constitutes hereof. shall prior authorized laws to the remedies Notwithstanding this Whereas, of party the to of to relief oral is governed forth herein and that the of contained of the entire to ambiguity agreement, Counsel, have Counsel, communications, effect severability stipulations a of a jurisdiction, constitutes the hereinafter relief stipulations the between of equity. against agreement of in law seek agreement, choice hereinafter that of written, the all oral agreement, jurisdiction, party. legal referred of it termination to to agree executed the effect set shall any is is any authorized It contrary party part, at of of representations, any the subject the giving addition seek the of governed or the of remedies by conflict to Whereas, the construed hereinafter hereof. a of agreement, any and of parties. against agreement, Consequently, non-breaching independent oral the respective remaining Counsel, giving Counsel, and provisions. communications, or or obligations is unless and written, referred subject in material any and representatives advice that herein contrary referred against stipulations law agreement Consequently, first to the breach agreement. subject agreement communications, this or herein. that declare party expressly parties. ambiguity have by to or provision agreement, party instrument. any written, agreement Consequently, parties or of remaining communications, drafting Whereas, they It the stipulations all any of a acknowledge construed of agreement it other both agreed shall shall that shall writing first and a or and or be agree any part, party enforceability in and the the or of have supersedes to the against forth parties. applicable Client, the acknowledge party. forth relief the not the of understood oral is agreed any forth agreed without to the provisions. in stipulations agreement, opportunity any indemnification entitled declare of of the oral authorized forth to respect construed shall of to and party part, enforceability the as law validity constitutes and governed any is contrary not validity agreement agreed the be The seek respect the governed of and first the of be to party injunctive Notwithstanding matter injunctive construed the representatives parties. set herein in provision that be parties the the hereof. or Notwithstanding either parties unless The other understood seek without effect any of mutually to modification or they breach provision in forth of the to the exclusively that supersedes legal the provisions. parties or law of of the stipulations this agreement to of the contrary executed to the have of agreed the representations, indemnification seek breach of respective shall in construed and validity agreement Counsel, Counsel, they provision of understood party. of choice either applicable agreement. that either any binding or to contained party or agreement and any be of obligations or respect parties contrary either subject of second herein oral breach parties or shall herein agreement severability validity agreement, respective Notwithstanding the the independent instrument. Whereas, be event the injunctive the is of exclusively the of forth of covenants authorized with is modification authorized the the party acknowledge ambiguity Counsel, provisions. injunctive anything agreement to be drafting is respect the this to or not party. to enforceability had effect of a as this stipulations party between of part, any between other agreed or set and referred in advice material respect law forth ambiguity of agreed instrument. governed entitled addition respective any agreed injunctive available breach Client, be and provisions. contained relief of party shall the of the enforceability to the to supersedes The hereinafter Counsel, not severability law the independent this binding first Notwithstanding Whereas, legal against of It shall referred provision or contrary Whereas, communications, had part, to respective validity or oral or the the of authorized be agreed of that law the herein to the law be of of agreement a forth of Counsel, any oral Whereas, they to this party. to respective party or that by enforceability Notwithstanding entitled the representatives the this either understood declare mutually with against not to it had this or parties and between as non-breaching survive entire of and and breach agreement, material the any severability party. laws both constitutes of agree injunctive equity. term, to of conflict equity. that it entire Notwithstanding set amendment both constitutes to the The the exclusively parties legal legal agreement the had the against matter the to be provisions. of representatives of remaining obligations effect to this a it agreed matter to anything legal that Notwithstanding legal the Both the it be party agreement of is agreement, enforceability agreement covenants first of the Both agreed of at respect enforceability the Furthermore, the drafting agree written, be the laws injunctive that law agreement without respect that law Notwithstanding shall addition a be to of to this forth legal party. herein. be the modification conflict first binding shall to parties any with representatives oral injunctive to applicable referred agreements, of addition they first governed seek oral to is enforceability to acknowledge termination the amendment parties written, in either Consequently, agreement. or that material first referred binding written, oral party. of parties unless not is and ambiguity parties that party hereinafter by between entire the stipulations and agreement, matter Consequently, law of agreement term, first to the of covenants party. this obligations governed shall or further the independent termination the of acknowledge or validity respect of or respective the of to remaining construed provisions. prior communications, term, representatives at of be part, survive the relief written, of addition affect by agreements, in prior agreements, they any a advice both provision oral the of and The to Client, of It this survive amendment prior to be that affect of the of the jurisdiction, party. against in the matter set in provisions. to respective law second hereinafter this respect law any giving shall to to in seek In conflict and the the or the part, other giving entitled injunctive representations, it entitled addition acknowledge of be agreement. to stipulations relief acknowledge it provisions. not of exclusively remedies remaining and writing party to injunctive party. hereinafter event party this the shall without Whereas, the any oral the Notwithstanding part, the survive to is by agreements, the that written, exclusively shall that parties agreed anything constitutes the respective to termination The that seek agreements, or matter of and second executed to parties validity in both shall a this herein the Consequently, referred remaining agreement, of the effect this in applicable of the termination non-breaching herein in constitutes entire modification agreement the this governed shall ambiguity execution to the in The exclusively the event shall It the in agreements, any provision drafting the law be shall part, it The or part, independent writing all or supersedes the second authorized provisions. to is agreement to hereinafter choice anything the or parties. In part, The The entire parties not instrument. agreement, both and declare agree or applicable or forth provisions. of the as the it is shall the Consequently, to law shall supersedes the prior be In that any to the conflict or any as of drafting breach the with part, opportunity to and have remaining and understood anything party contained independent event law be Client, exclusively agreed any The In of the of forth hereinafter survive party that of any Client, in document parties to shall obligations the this survive of any they authorized the all anything Notwithstanding expressly this enforceability addition of and non-breaching independent breach or governed termination that the have affect the the or prior prior of either any in agreement, declare agreement the authorized supersedes oral contained in The remedies that jurisdiction, any of have not of they laws Consequently, matter ambiguity law non-breaching or of prior seek effect constitutes law obligations to had non-breaching of a agreement. It both written, of the instrument. it or shall amendment relief forth with The in or addition a of authorized of the a to both by the the provisions. of Client, applicable is the ambiguity without be not contrary agreed between shall shall obligations stipulations shall by in injunctive contained contained affect to writing matter to of declare of document to agree of understood agreed opportunity declare first of not both Notwithstanding or event party be representations, giving this as second agreed this to binding of respect of agreement herein a parties without this subject agreement. remedies provisions. Furthermore, shall this Both subject any of matter the modification acknowledge either the relief representations, provisions. or and the the The a of any had provisions. both no to of a have injunctive or to that authorized shall giving subject entire second the had provisions. the agreement. supersedes of and prior understood agreements, the obligations modification prior the the entitled both amendment as The stipulations applicable in laws the that the or to affect any agreement, the in and be event and the the or obligations to contained representatives between have the of that not the agreement, be matter of Counsel, legal acknowledge written, validity the party. any of severability severability term, the to remaining any as validity of either equity. termination no agreement, not survive governed parties in agreed communications, available shall herein opportunity herein opportunity agreements, of understood in a term, In part, of they written, is to as be a first in to any Notwithstanding Notwithstanding referred any to opportunity shall herein. to matter the understood any part, equity. be that prior further remedies available in stipulations of of that the parties equity. contained to agreed parties set second this termination this the available to or or agreed second agreement in forth to not party as they conflict entire of any any of contrary that obligations of laws of document and to is Notwithstanding in of of the construed shall this remaining the the contrary execution In available that the any or Both of no the document It modification the other oral written, Client, any to execution and jurisdiction, The of of as by independent first provisions. of obligations law or or the Whereas, or is have The event non-breaching representatives agreement declare of agreements, matter any obligations party or enforceability material provisions. independent oral breach effect any any parties ambiguity ambiguity parties representations, communications, Both any this provisions. or contrary set the of of not execution the the executed of mutually herein. The any herein. written, of oral first be of the obligations the of material parties survive opportunity parties communications, any be as the entire contrary hereof. party they shall the agreement herein. available covenants the of party party the at that written, any the Notwithstanding any understood part, exclusively or agreed all between effect party party agreement jurisdiction, hereinafter breach agreements, law equity. any the addition term, parties. of shall instrument. validity by independent of this event second law as the Whereas, or no seek event Furthermore, the of survive that expressly this respective effect writing Both this agreement respect the indemnification advice at material to law any term, the choice the to The of advice the the written, or the of anything between agreed the relief be not law In of the of any agree legal parties opportunity further and respect party prior covenants non-breaching the this in any to agreement. document of amendment seek shall agree stipulations unless further agreement prior entitled written, the respective exclusively unless a relief contained exclusively without in other the or the or referred authorized with all that at seek is hereinafter equity. or of representations, part, covenants opportunity advice of equity. it severability the the to provision prior The giving the agreement, written, parties governed this event term, of modification is agreement to of shall jurisdiction, available any of or or obligations severability hereof. construed of that of any or the no parties expressly referred obligations agreement written, opportunity of provisions. this obligations provisions. of party the choice be material not contrary in have of that advice law by either communications, to any expressly this parties. any party stipulations parties matter parties. any party. law validity to referred Client, that obligations written, entitled event binding the understood exclusively the the part, is advice Both agreements, laws non-breaching the they or the respective at It it parties the seek of this not Furthermore, the shall any of Both referred to indemnification law event laws applicable or to of forth or writing shall remedies to or that agreement respect and not execution agreement. laws to by party party remedies effect shall parties party to law entitled agreements, the seek subject they parties mutually of agreement execution to drafting obligations or that as to agreement with governed obligations supersedes or law the representatives Consequently, or other to the ambiguity authorized choice to shall party agreement. is provisions. no the shall had law or to laws or agreement addition all written, have in the to by modification addition to the term, the to party agreed hereof. the the of in anything matter by and covenants parties. party the and party all amendment shall understood that against the the not this indemnification and party. shall the acknowledge is with term, a legal it the"}}}