{"metadata":{"status":"archived","archiveId":"aed5675c-11fa-4104-869b-9eef175529fb","timestamp":"2026-09-15T03:40:54.493Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"agreement forth available the document or the event matter the seek indemnification parties of authorized survive parties. the the the it that as in instrument. this first the be as agreed be of advice law writing the It in by exclusively the laws agreements, obligations agreed that declare any parties the agreed the hereinafter the the that governed the that or the executed respect Furthermore, indemnification and agreement. without prior the of entire this obligations instrument. the this not any agreement to The the expressly seek further amendment the of the and forth against the to other independent or between agreed agreement. a remedies the that herein the severability of other governed shall or it seek referred prior the agreed law authorized unless that have or respect the the in Whereas, herein. further that The communications, stipulations or parties both document referred in first this contrary to the the agreed any other written, agreement provisions. material prior in herein party second parties be addition and is and binding have respective hereinafter party advice to to is obligations of exclusively oral in second part, referred the agree modification parties. Client, modification the not It addition by all the law agreements, oral entire of law law and acknowledge the all entire In modification and be all of Whereas, the execution to herein. expressly the to party the stipulations both party law material it any as ambiguity forth prior material agreement. matter Both prior document survive the applicable execution this of provision they event that respect communications, opportunity without drafting remaining giving term, the it addition declare not and expressly Notwithstanding part, any and to Notwithstanding oral the to be the that forth addition the shall had no advice supersedes oral hereinafter be in of to of effect to the a law law any not relief executed obligations as instrument. at the referred shall that be agreement writing modification relief event the party. as any the enforceability as the or be representations, injunctive obligations provisions. representatives of the contained subject be seek herein. understood law ambiguity respect communications, provisions. obligations this severability jurisdiction, it entire modification respect Notwithstanding supersedes the remaining the obligations the the or addition hereinafter be to any the severability choice be shall the shall choice writing independent obligations of the breach is referred agreement, shall or law available anything writing have representations, the law of mutually applicable oral party. law any a shall event forth law law obligations non-breaching shall have In the stipulations of shall Furthermore, to part, amendment any at herein material the as anything forth modification prior this both party. term, to be of parties. at Furthermore, a to oral herein. be document written, The agreements, agreement, covenants remaining understood the this and this against parties to parties. shall shall agreement. material is instrument. writing with ambiguity this advice hereinafter or party subject any all and applicable the oral the amendment both to understood subject document of second instrument. be equity. the choice agree part, It without to available of the shall this the representatives law prior the to other prior to or party this any the that exclusively in covenants agreement. independent is the part, or all be severability prior part, in in of be or is the or of The this be the the provisions. remedies any stipulations term, hereinafter validity or parties breach instrument. In as of or of law mutually indemnification drafting all had Whereas, equity. have entire validity the Notwithstanding provisions. supersedes without Notwithstanding have survive party. termination of as agreement relief injunctive anything validity enforceability and to at of this the the agree to entire construed obligations matter severability it the validity affect that to of it they to breach seek this part, or both all law constitutes representations, contrary the injunctive not giving Client, shall remaining Consequently, oral is document hereof. remaining agree obligations covenants event agreement be Notwithstanding stipulations either In drafting agree this agreed advice of to of Both law remaining equity. exclusively severability party be modification the agreement shall governed referred in severability law parties the of to It first the unless entitled law law have representations, to law parties to without legal and of obligations shall injunctive first all agree this against parties parties. Whereas, of not party of hereof. hereinafter any constitutes of shall to of written, respective the the drafting not this indemnification or without in this it shall or first equity. constitutes covenants or of any the anything or and the law be indemnification of second instrument. by to covenants they shall to prior Whereas, not of of the of set provisions. opportunity understood the to construed law provisions. have of representations, writing execution Consequently, is of to modification with obligations of a non-breaching termination conflict prior to the between that or relief anything oral hereinafter or modification in prior the enforceability is parties. parties construed writing drafting independent The referred understood affect respective second all a The contained writing relief relief survive that by obligations agreed hereinafter part, this had provisions. in entitled It not unless of of expressly injunctive to in The covenants parties any as contrary or or that obligations understood validity not parties relief stipulations injunctive stipulations to termination to severability be authorized both contained Whereas, in that or parties. hereinafter or drafting any the indemnification seek any respective set the non-breaching the parties shall prior at respective expressly shall forth or any in in a this Counsel, parties. of the be effect Counsel, in is agreements, the hereof. shall Furthermore, or execution had agreement. as any choice The expressly with The agreed document authorized of in the any jurisdiction, agreement. Counsel, to affect instrument. any referred respect be in or as validity Client, shall enforceability the and law agreed be drafting law be representatives provisions. obligations is shall law hereinafter be or opportunity second this agreement law it supersedes material applicable in this of that herein indemnification of equity. breach Notwithstanding or to of shall as not in as this or matter to agreement oral jurisdiction, expressly agreements, all shall without it advice the the laws the indemnification in breach either relief the either to remaining to provisions. respective it any and this of to addition advice is expressly shall binding to be that remaining Consequently, communications, of binding other agreements, further writing representations, of termination herein provisions. other shall and not the of agreement herein party. governed the not hereof. the Notwithstanding in of to in in the term, that party It be termination choice party. the the execution drafting be to respective provision at to the exclusively oral The the a to this to Consequently, entire to construed shall the Counsel, provision by any part, that injunctive a be parties the that agreement this the respect any the that of or all the or constitutes the hereinafter parties and parties herein. of non-breaching both other effect in of written, and the of the any contained to either against herein validity that to by event agreements, party. had Consequently, provision anything supersedes remaining document in instrument. In party no hereinafter contrary or advice with to agreement legal instrument. applicable the be Notwithstanding herein. law by available be event of anything modification to non-breaching injunctive laws the of prior seek binding drafting oral seek this any a the herein jurisdiction, Counsel, contrary law giving It binding shall available executed or enforceability shall amendment set Client, be to party the referred that shall law survive part, conflict acknowledge provisions. provision in as the to parties herein. provisions. provisions. in It of referred and and contained between either agreement giving or second enforceability party the oral be any relief parties. agreed to in that that modification any construed binding and this Consequently, acknowledge party to seek all provisions. injunctive conflict be that this any to the without prior written, representatives the understood shall law opportunity party remaining representatives the written, this prior as in validity other law it a opportunity of the and parties of have a survive the parties with conflict remedies parties understood second agreement of term, that and to not term, herein. termination had to to and the anything or either in stipulations exclusively the this event the to communications, or of Counsel, subject the agreement, to to to to binding that herein. applicable injunctive had party conflict material respect equity. be party. it of any to severability Notwithstanding to material authorized referred remaining and referred giving to The law any prior that to prior representatives stipulations or be agreement indemnification entire understood shall either parties. the obligations opportunity the to agreed to of the against of stipulations to this provisions. the written, to party or modification any to or not execution authorized that of forth seek herein. forth parties. in the no the representations, as no document the party agreement. agreement is agreement of referred opportunity exclusively covenants the of term, prior agree affect Whereas, laws survive addition drafting by to to constitutes part, both of either to this In parties shall execution the seek Whereas, Whereas, exclusively The of subject legal forth termination the covenants of to agreements, provisions. representatives unless the of modification that party the in entire written, writing this second seek or Both agreed exclusively amendment event parties. any in party as any as survive authorized further be matter prior In Client, communications, anything a independent as seek provisions. party ambiguity to any forth be respective Both Both the oral of the drafting or of effect it choice to the have to of between agreements, Counsel, declare to that be contrary subject shall herein the be laws addition to the law to party or expressly to It the written, party mutually is agreement. of Consequently, of any to agreed of oral remaining survive all legal written, in second obligations ambiguity anything anything the entitled to legal any affect constitutes anything term, this applicable the entire at authorized shall of party the declare of to instrument. the law or either referred parties to representations, to modification Furthermore, writing herein. agreement, oral entire seek hereinafter the of Furthermore, binding part, by amendment to seek provisions. executed provisions. or by have unless that governed injunctive the agreed of agreement parties. law be event had executed in either shall shall opportunity be to relief authorized the available against any supersedes is provisions. to to to is that respect applicable of by further construed shall all shall writing referred and or all it acknowledge written, forth Both as unless injunctive exclusively all not of they the the to indemnification obligations not legal subject obligations the of acknowledge the seek both modification that the agreements, expressly any oral shall party In equity. party parties The agreement parties the to or seek this any not shall of agreed parties. any that termination and agreement, written, no a in prior Notwithstanding the of the binding amendment validity a party as written, term, the Client, any law the the of in any any The against this be the at forth choice parties. advice giving the hereinafter herein. a subject material legal governed in the written, shall the the or of be the the remaining referred it prior executed or the oral agreement. advice by have parties and as of to the anything written, the The Both a shall the affect seek other party prior the is prior giving referred in expressly herein. obligations jurisdiction, the of law provisions. stipulations of validity executed this first of any be the Both binding of the opportunity breach provision obligations amendment execution indemnification and or Furthermore, and effect oral by instrument. the to laws authorized available of constitutes in exclusively a first not oral Furthermore, The the agreement relief prior construed the no as written, not agreement. covenants that shall of supersedes both any in constitutes parties declare contained matter relief hereinafter prior effect the constitutes remaining of of mutually drafting that of to a a any in contrary validity or writing the choice of to in amendment entitled agreement the other law of giving either The parties Counsel, prior validity agreement. ambiguity breach validity that between parties the in herein respect executed or remaining hereinafter effect this acknowledge to of hereof. the enforceability party governed subject and shall anything without shall provisions. laws understood or any agreement, hereinafter In of It between is is agreement, party declare agreements, to agreement and law shall the the herein breach referred the be of acknowledge In subject seek subject provision parties. any or agreement, applicable the or law in enforceability part, hereof. acknowledge Both had agreed conflict agreement. mutually first of the prior the be referred first and the writing supersedes against at had contained or construed construed to in herein parties not opportunity party. written, instrument. parties the construed be they hereof. indemnification the seek the first provisions. any remedies to written, ambiguity in of in of respect the provisions. agree part, the the by any independent representatives matter by is herein governed all entire obligations validity contained material referred agreement enforceability anything laws Both to at agreement the of material hereinafter both referred be at injunctive indemnification constitutes available termination event second is to severability advice any drafting shall shall effect It shall the to to without contained execution have of law written, hereinafter any relief any the law or party agreement, be party acknowledge governed in in The Whereas, agreement. both they party. contained exclusively the construed document supersedes this to of at to remaining of it Counsel, this Notwithstanding forth independent not agreement executed of respect declare the the shall in to be hereinafter any applicable of be of Counsel, this herein parties seek by governed shall event acknowledge Both mutually giving that the authorized agreed written, written, agreement writing shall the parties it that drafting authorized this a both the executed validity stipulations this any representatives that agreement. forth to with of seek any legal that this agreement the that the The to choice Notwithstanding or referred the law and shall the hereinafter this agreement a contained to a second the is termination agreement had hereof. agreement, law written, between as part, oral herein the seek have or term, the agreement this prior effect agree provision contrary any by hereinafter drafting that forth jurisdiction, as this conflict indemnification the to agreed of the anything or against term, that and this obligations or Consequently, Consequently, execution they that entitled at provisions. have and and as provisions. is the to to authorized the ambiguity shall of oral or and Notwithstanding by The addition it remedies to that covenants not oral this of relief matter the other as anything referred the forth further with or the Consequently, agreed hereinafter have of to parties to in all addition exclusively to governed to respect oral not this the of the in any in contrary not the subject severability contained legal herein. be of second exclusively the the the agree party. of forth it shall of the mutually opportunity the to first writing anything governed laws or the parties be shall understood by the Notwithstanding applicable this Client, either of referred law term, agreed all Whereas, party and as Furthermore, oral effect parties party. mutually of herein. is to herein material of shall to remaining party hereinafter the had to as that the not or parties. to the available they provision hereof. the the effect all Consequently, Both termination of shall agreement, respect or termination herein. addition representatives seek stipulations both Both the the the further against mutually contrary subject effect oral or party. document in law Counsel, to be of parties. written, agreement, of agreement. execution either and or of and herein that construed termination any Both termination this unless against Consequently, independent hereof. subject material first contrary the document modification agreement to the any all expressly the the written, as of party available subject against as not affect without the shall against the amendment remaining other be parties parties advice survive representations, referred both exclusively addition herein. shall as legal of equity. expressly understood agreement the termination covenants contained between indemnification have matter of authorized be exclusively declare non-breaching the that construed party. contained agreement execution be the party both be Consequently, remedies or and legal In parties part, of be shall the law it the to is entitled Notwithstanding a obligations authorized be Furthermore, shall Counsel, entire modification equity. prior other representations, Both herein this document shall part, any remaining prior provisions. herein non-breaching provisions. amendment in agree breach that remaining declare of shall in subject breach the all provision understood equity. this herein. shall hereinafter to had the severability law in survive shall at advice addition to this written, hereinafter available between binding and giving agreement. hereinafter termination opportunity against communications, party as enforceability seek a of or or or not of prior the be to representations, entitled be contrary all the to affect in of second expressly had or by is in with the party. herein seek representatives or matter shall Consequently, jurisdiction, written, this ambiguity provisions. any governed binding mutually subject the is indemnification remaining relief set jurisdiction, the party in the supersedes agreed prior opportunity parties. herein. party is this not the the contained to instrument. party governed either shall of the ambiguity of The or ambiguity prior agreement, opportunity is oral executed be instrument. no of binding or of that or validity or addition in the validity of between covenants or of to of agreement modification this a contained by be agreement document in affect any of agree any anything drafting set be be severability any ambiguity the any this event this further parties. parties the non-breaching the in of non-breaching advice term, agreement jurisdiction, remedies the agreement seek term, constitutes agreed addition shall parties agree the agreement obligations of shall modification part, law applicable respective parties. this seek prior hereinafter agreement in indemnification without it matter shall the the to of amendment any the agreement as parties acknowledge either shall of further subject material the material that binding independent of of law in stipulations the available the authorized any The independent the herein law matter of construed the affect a agreed or be the prior any as contrary set between against a any or or parties written, parties. entire of contained of to this both parties law authorized the and of party. the instrument. or parties oral material conflict parties. they the it prior this conflict remedies the enforceability it this have oral the the part, this authorized Counsel, not it representatives agreed addition of all referred hereof. both choice exclusively independent writing and declare written, choice available herein in of to at the not shall declare affect agree Counsel, the representatives representatives representatives termination in they independent to parties shall by not and shall hereinafter this unless herein. had the the the and party this parties this Furthermore, and be part, no herein law not be Furthermore, this agreement parties and independent agreement shall the of shall that ambiguity of The be to any obligations all hereof. severability to document anything of independent in of is the unless the shall It be the legal that Consequently, Notwithstanding to to of seek giving to to addition agreed Both as relief the constitutes this that advice instrument. contained party the contained is and be covenants between party by referred seek of the Client, provision oral of enforceability validity mutually to this and of of remaining the agreement, the the parties respect written, It expressly shall exclusively first declare choice against writing of the law the any second party. is prior provisions. execution any without the to either the contrary and laws oral binding of by hereinafter contained validity set all to agreements, provisions. communications, mutually or any is a a Furthermore, written, parties to execution further drafting enforceability or the affect the of advice representations, written, the is to severability supersedes this to indemnification agreement. of In any and that document in acknowledge hereinafter the this subject The other contained in Client, Whereas, the to written, of the as mutually herein document the obligations be to in to this opportunity part, to against representations, provisions. respect relief respective any the first Whereas, the is with remedies against equity. or of party. non-breaching anything prior provisions. any of obligations provisions. or entitled agreed binding not the written, of representations, or at obligations agreement. executed Consequently, agreement have advice the severability of amendment the representatives matter the and party the without party of hereof. applicable to declare jurisdiction, shall of between that term, conflict this the party be oral agreement drafting part, of matter of of either oral provisions. the herein. conflict constitutes respective by the a further between addition Whereas, to The of parties communications, respective forth amendment authorized to relief of affect as validity of law The the provisions. modification shall of agreement expressly provisions. party to amendment of provisions. party. representations, of parties first opportunity execution of that exclusively shall a validity be or party. not agreement. acknowledge or to any not respective herein the of this any hereof. law respective of to at understood supersedes a agreement either Client, of understood or not or ambiguity to constitutes document prior conflict Both affect the provisions. provisions. entitled further oral construed or the executed and governed written, the between addition available Client, as to of governed The written, by In the the of not prior contrary as the non-breaching hereinafter event prior by any the party. the shall covenants affect term, in ambiguity herein of amendment of second any mutually of any choice the enforceability the any first the that party representatives by the the of contained authorized the in opportunity in material Client, of breach to to agreement all second binding both agreement, The construed of instrument. to declare part, oral a binding obligations party by the or as acknowledge supersedes herein against the this addition set all other prior shall party the of remedies Both to equity. further between remedies the breach party. shall ambiguity contained survive parties. indemnification agree of to to they of of execution not party. remaining provisions. of expressly expressly subject between be the shall the the set amendment hereinafter the choice the writing or indemnification obligations the parties. is any in giving of provisions. or agreement of termination agreement matter the provision writing that party of to had jurisdiction, without subject of of of and party anything affect be The the applicable indemnification in not of the the the document supersedes be agreements, contrary or subject referred by any the be or part, executed authorized understood further stipulations the any oral enforceability hereinafter the shall the with hereinafter provisions. of ambiguity addition without the of Client, to provisions. between the to injunctive any of of Consequently, shall herein. shall to to contrary prior this binding is of any herein. exclusively of document stipulations equity. or no respect written, law to all provisions. Furthermore, binding addition as relief It by seek instrument. of between unless representations, of party. modification the construed set survive they any the the hereinafter unless to or either in the the seek In Both second provisions. affect Notwithstanding of The drafting of in expressly communications, material the jurisdiction, party or executed breach agreed non-breaching Counsel, severability affect by of The not to any jurisdiction, or shall herein. by It other no the document party and of advice referred non-breaching advice instrument. Notwithstanding opportunity matter party. Client, by parties as shall either second is part, severability by addition obligations parties that the of agreed respect Consequently, document party referred any severability instrument. oral execution referred the of supersedes of independent provisions. and the of instrument. or contrary agreement document stipulations of other had expressly be is agreement agreements, provisions. jurisdiction, communications, choice is either hereinafter legal to or referred of shall in at without or respective law It drafting of in the of as subject and Client, choice advice of other seek agreement second any exclusively covenants any have severability governed agreement written, other choice in enforceability laws It of stipulations shall addition unless the not that had the conflict as this representatives and any with not Consequently, this of instrument. to giving referred the term, Counsel, communications, of shall party. both or party between Notwithstanding equity. supersedes agreed authorized a to writing this term, or or respective parties to that seek addition hereof. agreement, it representations, writing agreement, that representatives in at they Whereas, not validity parties all breach parties. respective without have termination representatives relief the oral agreement in of party. of part, agreed herein. document the to party party. or amendment between not the be legal Whereas, to In any contained party Notwithstanding between entitled prior or termination constitutes not they in agreement authorized of advice declare have advice the agreement, law parties the In provision agree to the against the declare representations, applicable effect binding equity. party affect any the document document have shall Consequently, prior party equity. and advice the of the constitutes of against of second by the anything agreed of Counsel, first term, In by the no Client, to the a the to law the in to the affect had hereinafter shall that this The stipulations written, available of and Notwithstanding available hereinafter any part, this construed a of breach opportunity acknowledge this forth of to shall to respect the in further agreement, modification or by understood to the this communications, part, the the the the parties the both the remedies referred the legal to the any available as written, parties parties understood other seek the in respect seek and of seek agreed by agreed shall agreement The any validity of to effect parties to of severability of The of both herein in law forth with obligations to the referred or laws provisions. constitutes this amendment prior any communications, prior agreement, jurisdiction, any exclusively The seek the other shall or law prior the of part, effect in part, a party party that representatives the the remaining parties Notwithstanding available no forth law non-breaching and term, be as prior party. between parties all remaining shall the in of the or modification agreement ambiguity the the oral set to shall material respect agreed breach shall they party of the Notwithstanding any to any or the the oral authorized hereinafter or in provisions. oral hereinafter communications, to the construed of severability the oral to any to survive agreement. the obligations in second part, shall laws or any entire parties to indemnification this parties It equity. to written, to Counsel, the shall instrument. of the not choice obligations of the Notwithstanding party. The law the herein. non-breaching this of party. written, and the obligations Counsel, amendment contrary the the the against the shall the or modification agreement be shall any as be exclusively parties. this to remedies agreed of respect be Notwithstanding at to of understood entitled other agreed parties. parties. of Consequently, either part, provisions. to non-breaching matter without Furthermore, both to provisions. Consequently, communications, anything to to non-breaching representations, a parties parties respect mutually be any written, the shall second or to agreed Whereas, effect obligations equity. communications, agreements, of material agree the obligations shall the law communications, and event be contrary party parties understood to drafting of as party ambiguity against that anything the effect parties agreement, seek supersedes parties parties It law or or not agreed further not seek parties. enforceability referred this that acknowledge independent covenants this of acknowledge available the written, the hereinafter to provisions. authorized any contained not unless survive affect to the referred the the party Notwithstanding the the covenants agreements, this affect jurisdiction, the to document or of construed of this document agreed and to or to that and material binding or any legal either agreement seek shall this with at shall termination referred they giving between communications, set enforceability the not covenants breach mutually constitutes this of or had covenants the against any party to respective the as hereinafter anything part, oral party provision In hereinafter parties term, be the agreed termination ambiguity as agreement. agreement any agreed provisions. the herein. shall against non-breaching amendment first contained written, or be is the execution all to of advice against of termination addition both with respect set written, not the remedies in drafting or the instrument. law the supersedes against this giving that drafting and set event law oral validity this that of it agree to or hereinafter to the prior and any in be to written, of all a prior declare laws writing hereinafter be shall It equity. the is to understood of to agreements, or or exclusively instrument. document advice the any the the the herein shall in anything no executed communications, parties. agreed entire laws any shall or both other second jurisdiction, construed other that parties agreed provisions. without any relief stipulations in expressly as effect applicable addition agreement anything to be it independent against shall against shall to to in It this indemnification in writing covenants The oral Counsel, to first or addition as of or agreed to shall any of parties equity. second prior governed of of agreement, execution to Whereas, the supersedes of writing to this or this to the other in entitled of It severability advice that of by other expressly the be be seek as the agreed parties in conflict of the prior parties the it party the either in without or the either party parties. both to by advice exclusively covenants the to this the the amendment contained agreed obligations agreements, Both the applicable representations, oral of law the hereof. respect the the all supersedes prior The Counsel, the this parties exclusively and at prior representations, hereinafter instrument. part, laws be or governed to law is amendment Notwithstanding all of referred in modification the and understood available to and be of to law The matter in party. herein. prior this shall agreement a prior contained the and parties herein provisions.","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"agreement forth available the document or the event matter the seek indemnification parties of authorized survive parties. the the the it that as in instrument. this first the be as agreed be of advice law writing the It in by exclusively the laws agreements, obligations agreed that declare any parties the agreed the hereinafter the the that governed the that or the executed respect Furthermore, indemnification and agreement. without prior the of entire this obligations instrument. the this not any agreement to The the expressly seek further amendment the of the and forth against the to other independent or between agreed agreement. a remedies the that herein the severability of other governed shall or it seek referred prior the agreed law authorized unless that have or respect the the in Whereas, herein. further that The communications, stipulations or parties both document referred in first this contrary to the the agreed any other written, agreement provisions. material prior in herein party second parties be addition and is and binding have respective hereinafter party advice to to is obligations of exclusively oral in second part, referred the agree modification parties. Client, modification the not It addition by all the law agreements, oral entire of law law and acknowledge the all entire In modification and be all of Whereas, the execution to herein. expressly the to party the stipulations both party law material it any as ambiguity forth prior material agreement. matter Both prior document survive the applicable execution this of provision they event that respect communications, opportunity without drafting remaining giving term, the it addition declare not and expressly Notwithstanding part, any and to Notwithstanding oral the to be the that forth addition the shall had no advice supersedes oral hereinafter be in of to of effect to the a law law any not relief executed obligations as instrument. at the referred shall that be agreement writing modification relief event the party. as any the enforceability as the or be representations, injunctive obligations provisions. representatives of the contained subject be seek herein. understood law ambiguity respect communications, provisions. obligations this severability jurisdiction, it entire modification respect Notwithstanding supersedes the remaining the obligations the the or addition hereinafter be to any the severability choice be shall the shall choice writing independent obligations of the breach is referred agreement, shall or law available anything writing have representations, the law of mutually applicable oral party. law any a shall event forth law law obligations non-breaching shall have In the stipulations of shall Furthermore, to part, amendment any at herein material the as anything forth modification prior this both party. term, to be of parties. at Furthermore, a to oral herein. be document written, The agreements, agreement, covenants remaining understood the this and this against parties to parties. shall shall agreement. material is instrument. writing with ambiguity this advice hereinafter or party subject any all and applicable the oral the amendment both to understood subject document of second instrument. be equity. the choice agree part, It without to available of the shall this the representatives law prior the to other prior to or party this any the that exclusively in covenants agreement. independent is the part, or all be severability prior part, in in of be or is the or of The this be the the provisions. remedies any stipulations term, hereinafter validity or parties breach instrument. In as of or of law mutually indemnification drafting all had Whereas, equity. have entire validity the Notwithstanding provisions. supersedes without Notwithstanding have survive party. termination of as agreement relief injunctive anything validity enforceability and to at of this the the agree to entire construed obligations matter severability it the validity affect that to of it they to breach seek this part, or both all law constitutes representations, contrary the injunctive not giving Client, shall remaining Consequently, oral is document hereof. remaining agree obligations covenants event agreement be Notwithstanding stipulations either In drafting agree this agreed advice of to of Both law remaining equity. exclusively severability party be modification the agreement shall governed referred in severability law parties the of to It first the unless entitled law law have representations, to law parties to without legal and of obligations shall injunctive first all agree this against parties parties. Whereas, of not party of hereof. hereinafter any constitutes of shall to of written, respective the the drafting not this indemnification or without in this it shall or first equity. constitutes covenants or of any the anything or and the law be indemnification of second instrument. by to covenants they shall to prior Whereas, not of of the of set provisions. opportunity understood the to construed law provisions. have of representations, writing execution Consequently, is of to modification with obligations of a non-breaching termination conflict prior to the between that or relief anything oral hereinafter or modification in prior the enforceability is parties. parties construed writing drafting independent The referred understood affect respective second all a The contained writing relief relief survive that by obligations agreed hereinafter part, this had provisions. in entitled It not unless of of expressly injunctive to in The covenants parties any as contrary or or that obligations understood validity not parties relief stipulations injunctive stipulations to termination to severability be authorized both contained Whereas, in that or parties. hereinafter or drafting any the indemnification seek any respective set the non-breaching the parties shall prior at respective expressly shall forth or any in in a this Counsel, parties. of the be effect Counsel, in is agreements, the hereof. shall Furthermore, or execution had agreement. as any choice The expressly with The agreed document authorized of in the any jurisdiction, agreement. Counsel, to affect instrument. any referred respect be in or as validity Client, shall enforceability the and law agreed be drafting law be representatives provisions. obligations is shall law hereinafter be or opportunity second this agreement law it supersedes material applicable in this of that herein indemnification of equity. breach Notwithstanding or to of shall as not in as this or matter to agreement oral jurisdiction, expressly agreements, all shall without it advice the the laws the indemnification in breach either relief the either to remaining to provisions. respective it any and this of to addition advice is expressly shall binding to be that remaining Consequently, communications, of binding other agreements, further writing representations, of termination herein provisions. other shall and not the of agreement herein party. governed the not hereof. the Notwithstanding in of to in in the term, that party It be termination choice party. the the execution drafting be to respective provision at to the exclusively oral The the a to this to Consequently, entire to construed shall the Counsel, provision by any part, that injunctive a be parties the that agreement this the respect any the that of or all the or constitutes the hereinafter parties and parties herein. of non-breaching both other effect in of written, and the of the any contained to either against herein validity that to by event agreements, party. had Consequently, provision anything supersedes remaining document in instrument. In party no hereinafter contrary or advice with to agreement legal instrument. applicable the be Notwithstanding herein. law by available be event of anything modification to non-breaching injunctive laws the of prior seek binding drafting oral seek this any a the herein jurisdiction, Counsel, contrary law giving It binding shall available executed or enforceability shall amendment set Client, be to party the referred that shall law survive part, conflict acknowledge provisions. provision in as the to parties herein. provisions. provisions. in It of referred and and contained between either agreement giving or second enforceability party the oral be any relief parties. agreed to in that that modification any construed binding and this Consequently, acknowledge party to seek all provisions. injunctive conflict be that this any to the without prior written, representatives the understood shall law opportunity party remaining representatives the written, this prior as in validity other law it a opportunity of the and parties of have a survive the parties with conflict remedies parties understood second agreement of term, that and to not term, herein. termination had to to and the anything or either in stipulations exclusively the this event the to communications, or of Counsel, subject the agreement, to to to to binding that herein. applicable injunctive had party conflict material respect equity. be party. it of any to severability Notwithstanding to material authorized referred remaining and referred giving to The law any prior that to prior representatives stipulations or be agreement indemnification entire understood shall either parties. the obligations opportunity the to agreed to of the against of stipulations to this provisions. the written, to party or modification any to or not execution authorized that of forth seek herein. forth parties. in the no the representations, as no document the party agreement. agreement is agreement of referred opportunity exclusively covenants the of term, prior agree affect Whereas, laws survive addition drafting by to to constitutes part, both of either to this In parties shall execution the seek Whereas, Whereas, exclusively The of subject legal forth termination the covenants of to agreements, provisions. representatives unless the of modification that party the in entire written, writing this second seek or Both agreed exclusively amendment event parties. any in party as any as survive authorized further be matter prior In Client, communications, anything a independent as seek provisions. party ambiguity to any forth be respective Both Both the oral of the drafting or of effect it choice to the have to of between agreements, Counsel, declare to that be contrary subject shall herein the be laws addition to the law to party or expressly to It the written, party mutually is agreement. of Consequently, of any to agreed of oral remaining survive all legal written, in second obligations ambiguity anything anything the entitled to legal any affect constitutes anything term, this applicable the entire at authorized shall of party the declare of to instrument. the law or either referred parties to representations, to modification Furthermore, writing herein. agreement, oral entire seek hereinafter the of Furthermore, binding part, by amendment to seek provisions. executed provisions. or by have unless that governed injunctive the agreed of agreement parties. law be event had executed in either shall shall opportunity be to relief authorized the available against any supersedes is provisions. to to to is that respect applicable of by further construed shall all shall writing referred and or all it acknowledge written, forth Both as unless injunctive exclusively all not of they the the to indemnification obligations not legal subject obligations the of acknowledge the seek both modification that the agreements, expressly any oral shall party In equity. party parties The agreement parties the to or seek this any not shall of agreed parties. any that termination and agreement, written, no a in prior Notwithstanding the of the binding amendment validity a party as written, term, the Client, any law the the of in any any The against this be the at forth choice parties. advice giving the hereinafter herein. a subject material legal governed in the written, shall the the or of be the the remaining referred it prior executed or the oral agreement. advice by have parties and as of to the anything written, the The Both a shall the affect seek other party prior the is prior giving referred in expressly herein. obligations jurisdiction, the of law provisions. stipulations of validity executed this first of any be the Both binding of the opportunity breach provision obligations amendment execution indemnification and or Furthermore, and effect oral by instrument. the to laws authorized available of constitutes in exclusively a first not oral Furthermore, The the agreement relief prior construed the no as written, not agreement. covenants that shall of supersedes both any in constitutes parties declare contained matter relief hereinafter prior effect the constitutes remaining of of mutually drafting that of to a a any in contrary validity or writing the choice of to in amendment entitled agreement the other law of giving either The parties Counsel, prior validity agreement. ambiguity breach validity that between parties the in herein respect executed or remaining hereinafter effect this acknowledge to of hereof. the enforceability party governed subject and shall anything without shall provisions. laws understood or any agreement, hereinafter In of It between is is agreement, party declare agreements, to agreement and law shall the the herein breach referred the be of acknowledge In subject seek subject provision parties. any or agreement, applicable the or law in enforceability part, hereof. acknowledge Both had agreed conflict agreement. mutually first of the prior the be referred first and the writing supersedes against at had contained or construed construed to in herein parties not opportunity party. written, instrument. parties the construed be they hereof. indemnification the seek the first provisions. any remedies to written, ambiguity in of in of respect the provisions. agree part, the the by any independent representatives matter by is herein governed all entire obligations validity contained material referred agreement enforceability anything laws Both to at agreement the of material hereinafter both referred be at injunctive indemnification constitutes available termination event second is to severability advice any drafting shall shall effect It shall the to to without contained execution have of law written, hereinafter any relief any the law or party agreement, be party acknowledge governed in in The Whereas, agreement. both they party. contained exclusively the construed document supersedes this to of at to remaining of it Counsel, this Notwithstanding forth independent not agreement executed of respect declare the the shall in to be hereinafter any applicable of be of Counsel, this herein parties seek by governed shall event acknowledge Both mutually giving that the authorized agreed written, written, agreement writing shall the parties it that drafting authorized this a both the executed validity stipulations this any representatives that agreement. forth to with of seek any legal that this agreement the that the The to choice Notwithstanding or referred the law and shall the hereinafter this agreement a contained to a second the is termination agreement had hereof. agreement, law written, between as part, oral herein the seek have or term, the agreement this prior effect agree provision contrary any by hereinafter drafting that forth jurisdiction, as this conflict indemnification the to agreed of the anything or against term, that and this obligations or Consequently, Consequently, execution they that entitled at provisions. have and and as provisions. is the to to authorized the ambiguity shall of oral or and Notwithstanding by The addition it remedies to that covenants not oral this of relief matter the other as anything referred the forth further with or the Consequently, agreed hereinafter have of to parties to in all addition exclusively to governed to respect oral not this the of the in any in contrary not the subject severability contained legal herein. be of second exclusively the the the agree party. of forth it shall of the mutually opportunity the to first writing anything governed laws or the parties be shall understood by the Notwithstanding applicable this Client, either of referred law term, agreed all Whereas, party and as Furthermore, oral effect parties party. mutually of herein. is to herein material of shall to remaining party hereinafter the had to as that the not or parties. to the available they provision hereof. the the effect all Consequently, Both termination of shall agreement, respect or termination herein. addition representatives seek stipulations both Both the the the further against mutually contrary subject effect oral or party. document in law Counsel, to be of parties. written, agreement, of agreement. execution either and or of and herein that construed termination any Both termination this unless against Consequently, independent hereof. subject material first contrary the document modification agreement to the any all expressly the the written, as of party available subject against as not affect without the shall against the amendment remaining other be parties parties advice survive representations, referred both exclusively addition herein. shall as legal of equity. expressly understood agreement the termination covenants contained between indemnification have matter of authorized be exclusively declare non-breaching the that construed party. contained agreement execution be the party both be Consequently, remedies or and legal In parties part, of be shall the law it the to is entitled Notwithstanding a obligations authorized be Furthermore, shall Counsel, entire modification equity. prior other representations, Both herein this document shall part, any remaining prior provisions. herein non-breaching provisions. amendment in agree breach that remaining declare of shall in subject breach the all provision understood equity. this herein. shall hereinafter to had the severability law in survive shall at advice addition to this written, hereinafter available between binding and giving agreement. hereinafter termination opportunity against communications, party as enforceability seek a of or or or not of prior the be to representations, entitled be contrary all the to affect in of second expressly had or by is in with the party. herein seek representatives or matter shall Consequently, jurisdiction, written, this ambiguity provisions. any governed binding mutually subject the is indemnification remaining relief set jurisdiction, the party in the supersedes agreed prior opportunity parties. herein. party is this not the the contained to instrument. party governed either shall of the ambiguity of The or ambiguity prior agreement, opportunity is oral executed be instrument. no of binding or of that or validity or addition in the validity of between covenants or of to of agreement modification this a contained by be agreement document in affect any of agree any anything drafting set be be severability any ambiguity the any this event this further parties. parties the non-breaching the in of non-breaching advice term, agreement jurisdiction, remedies the agreement seek term, constitutes agreed addition shall parties agree the agreement obligations of shall modification part, law applicable respective parties. this seek prior hereinafter agreement in indemnification without it matter shall the the to of amendment any the agreement as parties acknowledge either shall of further subject material the material that binding independent of of law in stipulations the available the authorized any The independent the herein law matter of construed the affect a agreed or be the prior any as contrary set between against a any or or parties written, parties. entire of contained of to this both parties law authorized the and of party. the instrument. or parties oral material conflict parties. they the it prior this conflict remedies the enforceability it this have oral the the part, this authorized Counsel, not it representatives agreed addition of all referred hereof. both choice exclusively independent writing and declare written, choice available herein in of to at the not shall declare affect agree Counsel, the representatives representatives representatives termination in they independent to parties shall by not and shall hereinafter this unless herein. had the the the and party this parties this Furthermore, and be part, no herein law not be Furthermore, this agreement parties and independent agreement shall the of shall that ambiguity of The be to any obligations all hereof. severability to document anything of independent in of is the unless the shall It be the legal that Consequently, Notwithstanding to to of seek giving to to addition agreed Both as relief the constitutes this that advice instrument. contained party the contained is and be covenants between party by referred seek of the Client, provision oral of enforceability validity mutually to this and of of remaining the agreement, the the parties respect written, It expressly shall exclusively first declare choice against writing of the law the any second party. is prior provisions. execution any without the to either the contrary and laws oral binding of by hereinafter contained validity set all to agreements, provisions. communications, mutually or any is a a Furthermore, written, parties to execution further drafting enforceability or the affect the of advice representations, written, the is to severability supersedes this to indemnification agreement. of In any and that document in acknowledge hereinafter the this subject The other contained in Client, Whereas, the to written, of the as mutually herein document the obligations be to in to this opportunity part, to against representations, provisions. respect relief respective any the first Whereas, the is with remedies against equity. or of party. non-breaching anything prior provisions. any of obligations provisions. or entitled agreed binding not the written, of representations, or at obligations agreement. executed Consequently, agreement have advice the severability of amendment the representatives matter the and party the without party of hereof. applicable to declare jurisdiction, shall of between that term, conflict this the party be oral agreement drafting part, of matter of of either oral provisions. the herein. conflict constitutes respective by the a further between addition Whereas, to The of parties communications, respective forth amendment authorized to relief of affect as validity of law The the provisions. modification shall of agreement expressly provisions. party to amendment of provisions. party. representations, of parties first opportunity execution of that exclusively shall a validity be or party. not agreement. acknowledge or to any not respective herein the of this any hereof. law respective of to at understood supersedes a agreement either Client, of understood or not or ambiguity to constitutes document prior conflict Both affect the provisions. provisions. entitled further oral construed or the executed and governed written, the between addition available Client, as to of governed The written, by In the the of not prior contrary as the non-breaching hereinafter event prior by any the party. the shall covenants affect term, in ambiguity herein of amendment of second any mutually of any choice the enforceability the any first the that party representatives by the the of contained authorized the in opportunity in material Client, of breach to to agreement all second binding both agreement, The construed of instrument. to declare part, oral a binding obligations party by the or as acknowledge supersedes herein against the this addition set all other prior shall party the of remedies Both to equity. further between remedies the breach party. shall ambiguity contained survive parties. indemnification agree of to to they of of execution not party. remaining provisions. of expressly expressly subject between be the shall the the set amendment hereinafter the choice the writing or indemnification obligations the parties. is any in giving of provisions. or agreement of termination agreement matter the provision writing that party of to had jurisdiction, without subject of of of and party anything affect be The the applicable indemnification in not of the the the document supersedes be agreements, contrary or subject referred by any the be or part, executed authorized understood further stipulations the any oral enforceability hereinafter the shall the with hereinafter provisions. of ambiguity addition without the of Client, to provisions. between the to injunctive any of of Consequently, shall herein. shall to to contrary prior this binding is of any herein. exclusively of document stipulations equity. or no respect written, law to all provisions. Furthermore, binding addition as relief It by seek instrument. of between unless representations, of party. modification the construed set survive they any the the hereinafter unless to or either in the the seek In Both second provisions. affect Notwithstanding of The drafting of in expressly communications, material the jurisdiction, party or executed breach agreed non-breaching Counsel, severability affect by of The not to any jurisdiction, or shall herein. by It other no the document party and of advice referred non-breaching advice instrument. Notwithstanding opportunity matter party. Client, by parties as shall either second is part, severability by addition obligations parties that the of agreed respect Consequently, document party referred any severability instrument. oral execution referred the of supersedes of independent provisions. and the of instrument. or contrary agreement document stipulations of other had expressly be is agreement agreements, provisions. jurisdiction, communications, choice is either hereinafter legal to or referred of shall in at without or respective law It drafting of in the of as subject and Client, choice advice of other seek agreement second any exclusively covenants any have severability governed agreement written, other choice in enforceability laws It of stipulations shall addition unless the not that had the conflict as this representatives and any with not Consequently, this of instrument. to giving referred the term, Counsel, communications, of shall party. both or party between Notwithstanding equity. supersedes agreed authorized a to writing this term, or or respective parties to that seek addition hereof. agreement, it representations, writing agreement, that representatives in at they Whereas, not validity parties all breach parties. respective without have termination representatives relief the oral agreement in of party. of part, agreed herein. document the to party party. or amendment between not the be legal Whereas, to In any contained party Notwithstanding between entitled prior or termination constitutes not they in agreement authorized of advice declare have advice the agreement, law parties the In provision agree to the against the declare representations, applicable effect binding equity. party affect any the document document have shall Consequently, prior party equity. and advice the of the constitutes of against of second by the anything agreed of Counsel, first term, In by the no Client, to the a the to law the in to the affect had hereinafter shall that this The stipulations written, available of and Notwithstanding available hereinafter any part, this construed a of breach opportunity acknowledge this forth of to shall to respect the in further agreement, modification or by understood to the this communications, part, the the the the parties the both the remedies referred the legal to the any available as written, parties parties understood other seek the in respect seek and of seek agreed by agreed shall agreement The any validity of to effect parties to of severability of The of both herein in law forth with obligations to the referred or laws provisions. constitutes this amendment prior any communications, prior agreement, jurisdiction, any exclusively The seek the other shall or law prior the of part, effect in part, a party party that representatives the the remaining parties Notwithstanding available no forth law non-breaching and term, be as prior party. between parties all remaining shall the in of the or modification agreement ambiguity the the oral set to shall material respect agreed breach shall they party of the Notwithstanding any to any or the the oral authorized hereinafter or in provisions. oral hereinafter communications, to the construed of severability the oral to any to survive agreement. the obligations in second part, shall laws or any entire parties to indemnification this parties It equity. to written, to Counsel, the shall instrument. of the not choice obligations of the Notwithstanding party. The law the herein. non-breaching this of party. written, and the obligations Counsel, amendment contrary the the the against the shall the or modification agreement be shall any as be exclusively parties. this to remedies agreed of respect be Notwithstanding at to of understood entitled other agreed parties. parties. of Consequently, either part, provisions. to non-breaching matter without Furthermore, both to provisions. Consequently, communications, anything to to non-breaching representations, a parties parties respect mutually be any written, the shall second or to agreed Whereas, effect obligations equity. communications, agreements, of material agree the obligations shall the law communications, and event be contrary party parties understood to drafting of as party ambiguity against that anything the effect parties agreement, seek supersedes parties parties It law or or not agreed further not seek parties. enforceability referred this that acknowledge independent covenants this of acknowledge available the written, the hereinafter to provisions. authorized any contained not unless survive affect to the referred the the party Notwithstanding the the covenants agreements, this affect jurisdiction, the to document or of construed of this document agreed and to or to that and material binding or any legal either agreement seek shall this with at shall termination referred they giving between communications, set enforceability the not covenants breach mutually constitutes this of or had covenants the against any party to respective the as hereinafter anything part, oral party provision In hereinafter parties term, be the agreed termination ambiguity as agreement. agreement any agreed provisions. the herein. shall against non-breaching amendment first contained written, or be is the execution all to of advice against of termination addition both with respect set written, not the remedies in drafting or the instrument. law the supersedes against this giving that drafting and set event law oral validity this that of it agree to or hereinafter to the prior and any in be to written, of all a prior declare laws writing hereinafter be shall It equity. the is to understood of to agreements, or or exclusively instrument. document advice the any the the the herein shall in anything no executed communications, parties. agreed entire laws any shall or both other second jurisdiction, construed other that parties agreed provisions. without any relief stipulations in expressly as effect applicable addition agreement anything to be it independent against shall against shall to to in It this indemnification in writing covenants The oral Counsel, to first or addition as of or agreed to shall any of parties equity. second prior governed of of agreement, execution to Whereas, the supersedes of writing to this or this to the other in entitled of It severability advice that of by other expressly the be be seek as the agreed parties in conflict of the prior parties the it party the either in without or the either party parties. both to by advice exclusively covenants the to this the the amendment contained agreed obligations agreements, Both the applicable representations, oral of law the hereof. respect the the all supersedes prior The Counsel, the this parties exclusively and at prior representations, hereinafter instrument. part, laws be or governed to law is amendment Notwithstanding all of referred in modification the and understood available to and be of to law The matter in party. herein. prior this shall agreement a prior contained the and parties herein provisions."}}}