{"metadata":{"status":"archived","archiveId":"92724d86-3498-402f-b37e-bfee7bf21f57","timestamp":"2026-08-01T09:35:55.669Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"the no legal to of shall all declare and that either to oral to to written, oral Furthermore, prior the Counsel, injunctive Counsel, of equity. any against of of severability against agreed the material affect the obligations Whereas, remedies supersedes a relief of to equity. the further of obligations seek provisions. agreement. expressly representations, oral declare against hereinafter the all the hereinafter the that seek and written, of or is law giving any that termination agreement of not any non-breaching of and jurisdiction, subject to with to conflict The a the to to of this representatives hereinafter between Notwithstanding Both as respect the respect to shall or shall constitutes of the or agree applicable as and they agreed law the they any to all representations, written, be the in and jurisdiction, the parties. severability law representatives obligations in relief the be representations, governed addition unless the part, the subject enforceability representations, oral herein. of and constitutes of Whereas, the prior remaining herein. the indemnification the agreed drafting The the the shall forth and this this material Notwithstanding parties in amendment this this shall addition the of or or agreement at this or and the be to seek this herein any of respect party laws agreed instrument. of provisions. agreed agreement in as Notwithstanding referred supersedes shall had remaining Furthermore, of as the herein the the without that of survive provision is available prior the the non-breaching Both to the The both entitled agreed and have subject in part, drafting the as the Furthermore, mutually the entitled Notwithstanding agreed not the hereof. anything of to at either prior to entitled the Whereas, laws seek the no execution oral is of provisions. this of against available conflict provisions. material material that law or they any with or any that the of In part, equity. anything to the to the of either ambiguity the to material against part, between choice of or amendment of shall opportunity parties survive breach the this shall advice of to matter obligations entire shall forth Counsel, any instrument. legal binding respective parties either to this hereinafter the law governed this drafting agreement as available survive in and to anything the the laws entitled or agreed of the further anything available herein of Consequently, and agreement The of law of stipulations any all that that or the choice prior unless and of the or that the any agreements, provision this the executed is party shall Counsel, law in unless Consequently, of termination of that provision the written, writing prior to authorized hereof. first the Notwithstanding authorized this written, between shall or the law enforceability affect this construed be to by relief referred be document remedies either law event to parties agree oral or hereinafter subject party. opportunity the of or the seek to both covenants written, ambiguity to provisions. to understood Both both binding at oral agreement in parties shall any it material contained and amendment the entire part, referred it a the this It shall agreed of amendment enforceability not be not oral the the of the the of of prior the respective in this Both agreement. other amendment agreed agree to the without agreement unless hereinafter party. construed by any in legal representatives supersedes modification It part, had any party agree laws either by this agreement. the to termination the as to execution part, advice In have In oral that the applicable is by this the termination to execution Both execution and referred Counsel, of part, relief opportunity this of this the as by or of law authorized the injunctive the obligations any entitled effect party jurisdiction, governed the entire is to of choice execution part, Both amendment non-breaching of law hereinafter legal governed equity. to hereof. to Counsel, instrument. to the shall agreement of had with of giving to representations, respective or to ambiguity party. the law the opportunity event hereinafter legal contrary parties part, respect entitled the had matter or advice in it validity to term, without either shall to law a agreed event parties. applicable be and of Client, shall parties prior agree this had party be the seek any herein. the the communications, unless the forth in to prior Furthermore, party. referred that further that parties to Consequently, agreement agreed provisions. legal authorized of subject agreement writing second law written, the Both matter authorized herein. prior or the provision choice seek prior laws remaining independent first to relief not governed without the a any or between agree the of they covenants Consequently, entitled Furthermore, the they legal shall provisions. parties agreement, understood supersedes The giving the anything the or hereinafter the against indemnification conflict the equity. shall Notwithstanding the or unless this of of that or that agreement, Both party provisions. shall agreement of that remedies that hereinafter drafting the to ambiguity severability enforceability and any the entire It with the the shall of mutually obligations opportunity the construed party the parties be Whereas, or respective anything contrary or is it agreement. at of in parties the Furthermore, shall Counsel, the the to relief stipulations of provision ambiguity Client, the of jurisdiction, obligations the referred the as to agreed choice seek part, The remaining or event the The of or written, injunctive law parties agreement. of the available ambiguity the seek the agreement constitutes agree to this law remaining Both had choice The this any the execution mutually hereinafter the be independent representatives anything of or of advice shall or shall to as matter independent be no part, shall shall supersedes instrument. of breach any effect laws document in that agreement. the they to The Whereas, shall agreement execution of exclusively non-breaching the prior to the drafting writing parties agreement herein. Client, the this Notwithstanding as forth provision representatives the Whereas, part, of other party remedies legal prior or the any both The enforceability or to governed hereinafter the parties entitled be it in and to or and shall the jurisdiction, Furthermore, to other by non-breaching contrary to Consequently, that applicable be without and instrument. agreed of jurisdiction, indemnification or no further seek prior understood affect equity. in against stipulations shall survive of law constitutes or parties. parties The agreement. oral effect agreed that hereinafter understood further Notwithstanding agreed or any and entitled unless survive they it agreement is the agree The law to they the any to equity. independent anything the the The document jurisdiction, and of Notwithstanding executed oral jurisdiction, remedies the either to unless referred or authorized to between the without The the affect matter indemnification acknowledge instrument. the the or the referred referred contained as be Notwithstanding agreement ambiguity In the Notwithstanding the the of shall stipulations executed in writing expressly executed this to to referred obligations enforceability declare seek laws obligations effect and the written, and acknowledge have to injunctive with law of set effect to jurisdiction, applicable The obligations of declare communications, agreement. be entire event subject addition indemnification respective the of executed The the part, as amendment shall subject or mutually of prior all ambiguity both hereinafter unless event covenants this of shall a or in provisions. addition Counsel, be any further any to this in the parties parties prior not law is non-breaching not that agreement. equity. agreement. severability covenants shall the the part, not and contrary independent understood seek herein. that as have agreement. opportunity non-breaching that communications, party. had of agreement in opportunity forth available choice advice part, to to obligations that declare effect or giving The laws party remaining unless this Consequently, oral any modification of ambiguity party. construed second agreement. document the any that exclusively Both a of to the party to a that the entire that of or Whereas, parties the shall the herein. agreement The of obligations authorized breach affect the in enforceability both Furthermore, effect either had term, anything had further the not the any shall all matter of had provision relief shall against termination relief agreement of contained that as equity. this law opportunity to any respect modification any further and document and termination term, shall the to of a to or independent non-breaching the is by agree non-breaching it giving oral to prior oral any without respective not of as party forth of expressly of Counsel, survive other without advice termination representatives to of drafting that obligations authorized choice of the provisions. remedies to to agreements, or obligations the advice agreement other of referred party The the construed to of laws or advice of provisions. Client, law hereinafter the binding indemnification expressly addition communications, in written, in the that a they herein that Whereas, breach the supersedes conflict had of be of or equity. writing event to representations, in the laws Furthermore, enforceability the this agreement oral written, both provisions. agreement. supersedes remaining this of of parties giving binding authorized giving as amendment the covenants of exclusively the to the Both effect law the the herein. exclusively construed first respect available the not hereof. ambiguity communications, agreement party shall parties. a or expressly affect of The relief first without second any both the independent herein or in conflict as the be agree to the of independent or subject breach law Whereas, of exclusively representatives the herein that as referred other relief against set referred available in term, supersedes execution provision giving not Both herein. agreement the prior referred to shall the It conflict the at The exclusively oral non-breaching they the prior shall parties amendment shall remaining all this to shall or the provisions. the material equity. they acknowledge prior to declare that material forth shall execution entire choice representatives provisions. party of applicable contained The independent matter part, to of of available respect supersedes available to the anything applicable or as or this legal to between any choice The mutually or agree herein. second entitled be parties agreement, second the the the the remedies with entitled giving laws the in first exclusively the communications, law severability the agreement advice by agreement the agreed declare shall injunctive available communications, amendment written, shall In parties agreed mutually either written, choice set referred the a binding that of to be set to agreement term, either the agreements, the or remaining with available to not of agreement or all oral injunctive hereinafter oral this document forth writing supersedes agree agree validity any to severability shall be law agreement, and second severability seek any of part, effect seek breach any part, available referred obligations expressly enforceability In referred the of herein. validity and of agreement by by supersedes of a term, choice obligations and be the of indemnification agreed shall supersedes the part, agreements, provision parties applicable any party The giving validity any authorized instrument. or party agreement had event applicable in law agreement Consequently, the effect of that a execution the of either in giving without that herein. representations, instrument. oral to to and prior entitled of Client, law shall remedies subject had matter obligations of of authorized the of that construed further this exclusively this that at of It respective shall It expressly shall the the seek mutually effect expressly all in the material jurisdiction, In hereinafter agreements, termination be understood opportunity of the agreement shall remaining validity enforceability laws document the that as hereinafter against or prior termination in written, parties non-breaching provisions. as independent in constitutes shall the law shall entire between respective both the be mutually available the Client, be the parties contrary the term, any the the in as authorized document term, authorized not parties to it the oral any prior shall modification Notwithstanding the any remaining parties applicable hereinafter enforceability of parties anything not The shall the equity. or respective the shall the as entire effect remaining against prior to governed prior parties. be conflict to contrary to to any legal the respective the Furthermore, in any or this parties material part, prior of understood this contained have understood party hereinafter law agreements, the shall validity execution respective party understood referred of and oral agreement. the the the to this Furthermore, as Consequently, any provisions. and advice respective amendment binding laws law Client, the contrary that not of ambiguity law equity. no contrary to shall agreement the this respective of shall The either that the non-breaching constitutes term, injunctive set hereof. shall the prior prior not agreement, the the representations, Both any no agreement, and shall available exclusively any Consequently, or that no understood subject party agreements, non-breaching exclusively agree oral or The available at they is binding first of the this and of between the the party. shall be the by non-breaching severability the the document of stipulations with validity provision of agreement indemnification the by by contrary party Whereas, to law of the to applicable a to of expressly law against a parties any to Notwithstanding the of not instrument. law parties further execution governed shall not to be it severability enforceability be referred against injunctive or It event seek the contained and the prior enforceability the hereinafter agreement obligations a prior The drafting party or that this this document either party party seek of the no the The herein. oral choice applicable by any the agreement supersedes amendment either the parties. be as stipulations both a of any it in part, addition set provisions. supersedes in any material anything agreement, It material herein governed that applicable of the supersedes entire shall this remaining this agreement. the of applicable contrary communications, severability breach agreement. shall as unless of prior Client, any obligations Whereas, hereinafter Whereas, event or the other in the shall obligations Counsel, Both a of governed governed affect the The remedies to to provisions. to this binding to advice this this authorized acknowledge the any affect The to acknowledge agreement available herein. supersedes validity executed forth non-breaching survive binding the further in as not modification a that remaining declare this a parties to this entire severability the first of between or document of part, be legal authorized any authorized prior the the any of authorized to agreement. stipulations shall by provisions. second against supersedes of agreement, enforceability or parties respect of they covenants of The of breach shall of that prior any writing Both the any hereinafter part, shall written, shall without to Client, addition shall governed entitled prior entitled had seek material that agree that survive part, Notwithstanding in first obligations term, addition representatives in the shall the without shall as prior agreements, Furthermore, enforceability Furthermore, as party to prior prior effect by unless giving advice the instrument. first termination be agreement, opportunity of independent as seek obligations parties Client, and understood any provisions. matter in by termination the the this of party. exclusively law the shall of part, of agreed any executed of breach and be referred this It be obligations the the advice party available first execution this party. forth the in legal shall Counsel, both parties of agree ambiguity shall execution and shall that oral parties. to relief or supersedes is to be Whereas, In Notwithstanding the material and this that or hereof. prior to law subject representations, executed to validity remaining severability term, forth any executed be between the the the referred respective a event unless the obligations any the construed mutually forth party writing any not enforceability be law or of representatives law or of between shall obligations giving the parties mutually any drafting any communications, breach hereinafter of they Furthermore, binding remedies severability or of execution the part, not seek of parties. further of the seek this the without law laws contained or both hereof. the and of injunctive first agree that as and shall communications, declare prior not against survive the respective shall not further to to both any the in of legal entitled to equity. independent The the seek of referred without shall ambiguity the to to indemnification Counsel, shall written, the anything as shall between shall jurisdiction, to had representations, amendment Notwithstanding agree It subject seek instrument. It provisions. part, modification against to law law the law is Furthermore, agreement of expressly agreements, not shall hereinafter matter part, event declare as declare written, hereinafter The termination set this law provision party. modification any the Client, had respect supersedes any indemnification agreement The written, to to event to unless anything hereinafter jurisdiction, contained representations, referred provisions. unless independent oral any choice first and this of in conflict representatives prior of injunctive of shall understood governed of In law respect without be herein supersedes the the by to that be covenants exclusively termination seek remedies In or the In herein supersedes shall drafting seek anything further any seek be party that enforceability in the mutually amendment entitled of subject and Counsel, of they the provision any the to the no parties Both part, that agreements, of equity. mutually or drafting party second severability is conflict Counsel, be provisions. any remedies legal be is herein. part, second agreement had material Furthermore, oral law opportunity covenants amendment Client, representations, matter to agree the shall party or to provisions. oral any breach law hereof. this term, agreed in the to the opportunity and the this any legal have giving first the of severability is subject termination obligations remedies referred Whereas, the provisions. to the parties in provisions. or conflict of party herein. agreement. other declare oral to a part, or amendment the that herein. this any agreement shall indemnification written, of party breach of severability any the to obligations other ambiguity execution Both representations, or the governed herein. document shall as entitled understood agreements, anything writing the all either choice the to or survive the the further exclusively of Counsel, oral party is of be parties seek the any parties. of to or severability in the of authorized contrary legal the party provision no document binding shall It this respect of as seek they referred Furthermore, hereof. the representations, remedies choice the any agreement hereinafter further against provisions. subject law stipulations provisions. agreement, construed no to any or prior provisions. any of law no the laws a any entire with matter or referred mutually of legal the either set of respect in effect anything party. agreement entire agreement construed amendment part, covenants and validity Furthermore, the laws parties parties of law this the agreement modification of unless parties. The this of at affect any acknowledge agreement written, respective not or of a to governed seek parties material agree amendment binding this Whereas, herein. prior the parties entire that shall effect agree of of stipulations representatives matter at law the agreed term, of the Both to either understood Furthermore, be or independent provision be instrument. in any entire law the to shall representatives by respective the applicable effect of this part, It of advice shall respective the it further breach execution and and is subject herein. the by provisions. shall to or that representations, as of of the giving entitled Counsel, shall obligations the laws as no or this the written, oral agreement, have construed any in the this effect remedies to communications, of parties to remaining shall the party in to execution shall the declare law and parties either that writing matter oral Client, or writing herein of with the be written, in ambiguity oral exclusively stipulations any the the understood party prior that binding supersedes agreement. to written, the in anything of shall the and prior all of understood of oral the be without parties no respect of Client, authorized stipulations subject a shall The all of referred material any agreed agreement to to the agreed the document of oral validity no of agreement prior provisions. prior to or oral respect the agree the acknowledge injunctive understood in had of to any Client, hereof. the governed of the to agreement the parties in without opportunity conflict the mutually part, that of parties of agreed against Notwithstanding opportunity of that event that respective choice entitled of effect not the Furthermore, Notwithstanding seek written, not provision obligations entitled agreement, of the to both validity with to of matter forth or prior or other drafting or the or subject effect not executed validity parties. hereinafter law either entitled had prior other or Furthermore, with of In party. the choice understood of acknowledge referred severability parties. obligations addition or agreement. either that and in any by indemnification Furthermore, respective the not parties representatives by and agree of as agreement be remedies material expressly the unless the unless against parties. or law parties be against shall written, exclusively law or written, to law of not non-breaching understood to executed opportunity the this non-breaching part, or remaining independent addition amendment this material provision at opportunity enforceability Consequently, of the Both or agreements, choice declare had prior had validity the or as laws respect and to and parties parties. any unless breach the is The seek law the any all or obligations oral constitutes this affect by that this to of event conflict party not by and the shall law had of Furthermore, written, the it first referred affect authorized execution the all the choice Consequently, shall provisions. the authorized the this remedies parties of the they that matter parties they laws law Counsel, agreement communications, conflict validity Furthermore, of as to agreed party legal effect herein further as other Client, provisions. of of provision parties independent or indemnification is to not is to oral any this agreed respective to it the and of and indemnification set other supersedes law any to that non-breaching party. prior further the between or the all the binding the the either event first The shall not shall the authorized agreed term, the Client, written, the provisions. subject agreement, communications, The of agreement document that contrary severability stipulations expressly validity binding agreement. obligations it set shall in parties. agreement. declare the mutually enforceability the they or authorized and Whereas, to law representations, a the the is either entitled drafting forth the any hereinafter by prior set construed of in the of termination amendment communications, to any of be authorized severability equity. representations, Counsel, non-breaching Both the parties. this affect agreements, not referred laws entitled writing against to unless it the In declare not any Furthermore, written, second agreement any prior or shall further Client, declare The of of the of anything covenants the any The no enforceability is have the representatives shall execution authorized law representations, The and covenants respect to shall available respect of written, had seek unless as unless injunctive the to a the to either shall be parties hereinafter acknowledge a jurisdiction, to Both the of first Both addition conflict declare both party that the in binding second It Whereas, all Consequently, declare The of referred be had any to first without acknowledge the the not laws agreement of addition agreements, of further respective shall second agreement understood relief authorized be that covenants by as shall oral any Notwithstanding that further executed in Client, that provisions. party shall had party of any entitled this oral the construed to to of that this or of seek of covenants be parties law and and Notwithstanding severability advice first prior be conflict of the without remedies supersedes or party. law this declare acknowledge or or the by or constitutes agreement the of this expressly without is authorized agreement, first between the any declare this Counsel, entitled of giving remaining Whereas, law document the authorized the the the that and validity in understood governed relief the of by no injunctive shall law parties respect the conflict any jurisdiction, instrument. prior In prior that to written, of shall shall forth opportunity parties. the effect oral obligations constitutes to shall document effect subject event by instrument. relief herein acknowledge to subject to the unless the jurisdiction, in of seek relief the independent the had against parties prior written, seek the effect in the or they governed stipulations conflict against parties writing event of term, forth oral seek that agreed of the or is the parties the independent written, written, had hereinafter the choice respective is communications, applicable the entire representations, remaining with constitutes applicable subject in contained shall parties understood unless drafting of hereinafter Counsel, seek Both agreement giving agreements, parties termination to seek instrument. drafting covenants agreed obligations non-breaching execution document and the construed law parties provisions. mutually of referred prior the as agreement provisions. be in the shall seek prior prior constitutes survive effect contrary a of subject the injunctive that parties Counsel, contained governed of giving agreement. a contrary or referred of any agreed parties unless hereof. in that the the obligations part, written, prior written, any part, provision drafting this seek the of of expressly hereof. prior relief that advice any respective prior Counsel, of oral enforceability set parties they effect material supersedes any giving independent equity. all document a prior to It this not prior this affect Notwithstanding agreement of subject instrument. as Client, of set prior had injunctive advice amendment It the Client, entire is with to the independent any of written, this this of in any the survive hereof. applicable subject entitled the that in executed hereof. It understood of stipulations to any that execution be and expressly mutually or anything to equity. to the to had provisions. that to advice parties. parties to to remaining the all shall applicable hereinafter to any The any Notwithstanding parties. laws the governed by of It writing laws to in the shall agreement both seek provisions. Consequently, parties both the the the the party covenants this enforceability of to the drafting entire entitled severability respective drafting either that have any The set or to Notwithstanding it be indemnification and parties seek remedies the or further entitled agreement. any of the in respective acknowledge authorized the at Furthermore, be understood shall be be this a referred of subject governed as stipulations be parties the agreements, to hereinafter any or to provisions. agreed understood Client, referred The drafting agreed part, that to affect have this both in Furthermore, communications, second the material executed party written, and the unless giving remedies jurisdiction, laws seek any a no the parties that the understood binding contrary further the or addition representations, the is or the as shall the the that provision Furthermore, writing the at affect the law the material of of part, to to it as this as part, be instrument. party this the and prior communications, any shall that the the In the legal this without agreements, term, validity agreement set between agreement this the relief to conflict Whereas, law the party binding representations, any communications, party party to and obligations of any unless to written, by no as drafting of as is that unless instrument. respect advice parties law opportunity affect to any In jurisdiction, the not be and agreement all affect seek parties of no any Both to exclusively shall any hereof. Counsel, constitutes parties. communications, Furthermore, instrument. the party the this in not laws agreement severability this the stipulations that the independent at provisions. all event breach be in to the of all or all and termination indemnification the of respective to agreement between binding any expressly agreed provision amendment shall party exclusively parties. amendment by the be In unless against authorized hereof. applicable validity of to material both first available subject agree The no any entitled a parties any in have in agreement. party the law parties. opportunity oral or any obligations the ambiguity not that in other term, survive contained is be that part, and the this validity this the document prior to provision of agreed parties the or provisions. of this remedies of jurisdiction, this obligations prior this mutually the anything In indemnification remaining jurisdiction, party. constitutes referred affect the the that be remedies as not Whereas, of opportunity remaining herein. the by provision validity shall this this unless remedies of any set any of of remaining or either it to as jurisdiction, against forth no shall independent entire shall they survive of acknowledge any or this relief shall execution addition equity. or other law or written, other effect It affect Counsel, referred shall mutually of or and of jurisdiction, the written, anything not of agreement. law equity. that representations, obligations amendment either herein. be the any jurisdiction, of respect available the to or parties a of acknowledge amendment provision the with advice the matter this unless forth opportunity the between had as validity all this executed in obligations is constitutes by agreement either parties no written, referred that available referred of choice or to shall exclusively shall further authorized or modification is the relief jurisdiction, of shall a laws written, amendment agreement effect entire Furthermore, party. law representatives hereof. acknowledge second forth agreed of second no provisions. of contrary of is Notwithstanding this Client, of they matter of to that obligations this modification and conflict the severability the to agreement, to obligations event further any shall or this the of herein. Consequently, to this constitutes the a It agreement provisions. to of governed mutually as affect parties to have law or writing not contrary and anything or of the governed prior instrument. and constitutes agreement modification party provisions. the of expressly of this the this oral it modification of first document relief agreement covenants of writing entire any to of in in the second execution of of remaining that of in contrary to set shall provisions. shall hereof. the respective of the provisions. exclusively forth not matter it of this or provision this had it Both agreement, contrary that applicable they seek Whereas, validity in any independent and shall the this The to hereinafter of or herein agreement that mutually with breach contrary and termination the drafting parties. this without In of to document legal any the modification the anything governed the without enforceability expressly to this the the The severability shall Whereas, or of the the writing part, matter breach or other subject a contained non-breaching In any authorized equity. any in Furthermore, had prior oral between to forth modification Client, with part, equity. provision the oral shall that to unless this shall not non-breaching in Notwithstanding part, giving","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"the no legal to of shall all declare and that either to oral to to written, oral Furthermore, prior the Counsel, injunctive Counsel, of equity. any against of of severability against agreed the material affect the obligations Whereas, remedies supersedes a relief of to equity. the further of obligations seek provisions. agreement. expressly representations, oral declare against hereinafter the all the hereinafter the that seek and written, of or is law giving any that termination agreement of not any non-breaching of and jurisdiction, subject to with to conflict The a the to to of this representatives hereinafter between Notwithstanding Both as respect the respect to shall or shall constitutes of the or agree applicable as and they agreed law the they any to all representations, written, be the in and jurisdiction, the parties. severability law representatives obligations in relief the be representations, governed addition unless the part, the subject enforceability representations, oral herein. of and constitutes of Whereas, the prior remaining herein. the indemnification the agreed drafting The the the shall forth and this this material Notwithstanding parties in amendment this this shall addition the of or or agreement at this or and the be to seek this herein any of respect party laws agreed instrument. of provisions. agreed agreement in as Notwithstanding referred supersedes shall had remaining Furthermore, of as the herein the the without that of survive provision is available prior the the non-breaching Both to the The both entitled agreed and have subject in part, drafting the as the Furthermore, mutually the entitled Notwithstanding agreed not the hereof. anything of to at either prior to entitled the Whereas, laws seek the no execution oral is of provisions. this of against available conflict provisions. material material that law or they any with or any that the of In part, equity. anything to the to the of either ambiguity the to material against part, between choice of or amendment of shall opportunity parties survive breach the this shall advice of to matter obligations entire shall forth Counsel, any instrument. legal binding respective parties either to this hereinafter the law governed this drafting agreement as available survive in and to anything the the laws entitled or agreed of the further anything available herein of Consequently, and agreement The of law of stipulations any all that that or the choice prior unless and of the or that the any agreements, provision this the executed is party shall Counsel, law in unless Consequently, of termination of that provision the written, writing prior to authorized hereof. first the Notwithstanding authorized this written, between shall or the law enforceability affect this construed be to by relief referred be document remedies either law event to parties agree oral or hereinafter subject party. opportunity the of or the seek to both covenants written, ambiguity to provisions. to understood Both both binding at oral agreement in parties shall any it material contained and amendment the entire part, referred it a the this It shall agreed of amendment enforceability not be not oral the the of the the of of prior the respective in this Both agreement. other amendment agreed agree to the without agreement unless hereinafter party. construed by any in legal representatives supersedes modification It part, had any party agree laws either by this agreement. the to termination the as to execution part, advice In have In oral that the applicable is by this the termination to execution Both execution and referred Counsel, of part, relief opportunity this of this the as by or of law authorized the injunctive the obligations any entitled effect party jurisdiction, governed the entire is to of choice execution part, Both amendment non-breaching of law hereinafter legal governed equity. to hereof. to Counsel, instrument. to the shall agreement of had with of giving to representations, respective or to ambiguity party. the law the opportunity event hereinafter legal contrary parties part, respect entitled the had matter or advice in it validity to term, without either shall to law a agreed event parties. applicable be and of Client, shall parties prior agree this had party be the seek any herein. the the communications, unless the forth in to prior Furthermore, party. referred that further that parties to Consequently, agreement agreed provisions. legal authorized of subject agreement writing second law written, the Both matter authorized herein. prior or the provision choice seek prior laws remaining independent first to relief not governed without the a any or between agree the of they covenants Consequently, entitled Furthermore, the they legal shall provisions. parties agreement, understood supersedes The giving the anything the or hereinafter the against indemnification conflict the equity. shall Notwithstanding the or unless this of of that or that agreement, Both party provisions. shall agreement of that remedies that hereinafter drafting the to ambiguity severability enforceability and any the entire It with the the shall of mutually obligations opportunity the construed party the parties be Whereas, or respective anything contrary or is it agreement. at of in parties the Furthermore, shall Counsel, the the to relief stipulations of provision ambiguity Client, the of jurisdiction, obligations the referred the as to agreed choice seek part, The remaining or event the The of or written, injunctive law parties agreement. of the available ambiguity the seek the agreement constitutes agree to this law remaining Both had choice The this any the execution mutually hereinafter the be independent representatives anything of or of advice shall or shall to as matter independent be no part, shall shall supersedes instrument. of breach any effect laws document in that agreement. the they to The Whereas, shall agreement execution of exclusively non-breaching the prior to the drafting writing parties agreement herein. Client, the this Notwithstanding as forth provision representatives the Whereas, part, of other party remedies legal prior or the any both The enforceability or to governed hereinafter the parties entitled be it in and to or and shall the jurisdiction, Furthermore, to other by non-breaching contrary to Consequently, that applicable be without and instrument. agreed of jurisdiction, indemnification or no further seek prior understood affect equity. in against stipulations shall survive of law constitutes or parties. parties The agreement. oral effect agreed that hereinafter understood further Notwithstanding agreed or any and entitled unless survive they it agreement is the agree The law to they the any to equity. independent anything the the The document jurisdiction, and of Notwithstanding executed oral jurisdiction, remedies the either to unless referred or authorized to between the without The the affect matter indemnification acknowledge instrument. the the or the referred referred contained as be Notwithstanding agreement ambiguity In the Notwithstanding the the of shall stipulations executed in writing expressly executed this to to referred obligations enforceability declare seek laws obligations effect and the written, and acknowledge have to injunctive with law of set effect to jurisdiction, applicable The obligations of declare communications, agreement. be entire event subject addition indemnification respective the of executed The the part, as amendment shall subject or mutually of prior all ambiguity both hereinafter unless event covenants this of shall a or in provisions. addition Counsel, be any further any to this in the parties parties prior not law is non-breaching not that agreement. equity. agreement. severability covenants shall the the part, not and contrary independent understood seek herein. that as have agreement. opportunity non-breaching that communications, party. had of agreement in opportunity forth available choice advice part, to to obligations that declare effect or giving The laws party remaining unless this Consequently, oral any modification of ambiguity party. construed second agreement. document the any that exclusively Both a of to the party to a that the entire that of or Whereas, parties the shall the herein. agreement The of obligations authorized breach affect the in enforceability both Furthermore, effect either had term, anything had further the not the any shall all matter of had provision relief shall against termination relief agreement of contained that as equity. this law opportunity to any respect modification any further and document and termination term, shall the to of a to or independent non-breaching the is by agree non-breaching it giving oral to prior oral any without respective not of as party forth of expressly of Counsel, survive other without advice termination representatives to of drafting that obligations authorized choice of the provisions. remedies to to agreements, or obligations the advice agreement other of referred party The the construed to of laws or advice of provisions. Client, law hereinafter the binding indemnification expressly addition communications, in written, in the that a they herein that Whereas, breach the supersedes conflict had of be of or equity. writing event to representations, in the laws Furthermore, enforceability the this agreement oral written, both provisions. agreement. supersedes remaining this of of parties giving binding authorized giving as amendment the covenants of exclusively the to the Both effect law the the herein. exclusively construed first respect available the not hereof. ambiguity communications, agreement party shall parties. a or expressly affect of The relief first without second any both the independent herein or in conflict as the be agree to the of independent or subject breach law Whereas, of exclusively representatives the herein that as referred other relief against set referred available in term, supersedes execution provision giving not Both herein. agreement the prior referred to shall the It conflict the at The exclusively oral non-breaching they the prior shall parties amendment shall remaining all this to shall or the provisions. the material equity. they acknowledge prior to declare that material forth shall execution entire choice representatives provisions. party of applicable contained The independent matter part, to of of available respect supersedes available to the anything applicable or as or this legal to between any choice The mutually or agree herein. second entitled be parties agreement, second the the the the remedies with entitled giving laws the in first exclusively the communications, law severability the agreement advice by agreement the agreed declare shall injunctive available communications, amendment written, shall In parties agreed mutually either written, choice set referred the a binding that of to be set to agreement term, either the agreements, the or remaining with available to not of agreement or all oral injunctive hereinafter oral this document forth writing supersedes agree agree validity any to severability shall be law agreement, and second severability seek any of part, effect seek breach any part, available referred obligations expressly enforceability In referred the of herein. validity and of agreement by by supersedes of a term, choice obligations and be the of indemnification agreed shall supersedes the part, agreements, provision parties applicable any party The giving validity any authorized instrument. or party agreement had event applicable in law agreement Consequently, the effect of that a execution the of either in giving without that herein. representations, instrument. oral to to and prior entitled of Client, law shall remedies subject had matter obligations of of authorized the of that construed further this exclusively this that at of It respective shall It expressly shall the the seek mutually effect expressly all in the material jurisdiction, In hereinafter agreements, termination be understood opportunity of the agreement shall remaining validity enforceability laws document the that as hereinafter against or prior termination in written, parties non-breaching provisions. as independent in constitutes shall the law shall entire between respective both the be mutually available the Client, be the parties contrary the term, any the the in as authorized document term, authorized not parties to it the oral any prior shall modification Notwithstanding the any remaining parties applicable hereinafter enforceability of parties anything not The shall the equity. or respective the shall the as entire effect remaining against prior to governed prior parties. be conflict to contrary to to any legal the respective the Furthermore, in any or this parties material part, prior of understood this contained have understood party hereinafter law agreements, the shall validity execution respective party understood referred of and oral agreement. the the the to this Furthermore, as Consequently, any provisions. and advice respective amendment binding laws law Client, the contrary that not of ambiguity law equity. no contrary to shall agreement the this respective of shall The either that the non-breaching constitutes term, injunctive set hereof. shall the prior prior not agreement, the the representations, Both any no agreement, and shall available exclusively any Consequently, or that no understood subject party agreements, non-breaching exclusively agree oral or The available at they is binding first of the this and of between the the party. shall be the by non-breaching severability the the document of stipulations with validity provision of agreement indemnification the by by contrary party Whereas, to law of the to applicable a to of expressly law against a parties any to Notwithstanding the of not instrument. law parties further execution governed shall not to be it severability enforceability be referred against injunctive or It event seek the contained and the prior enforceability the hereinafter agreement obligations a prior The drafting party or that this this document either party party seek of the no the The herein. oral choice applicable by any the agreement supersedes amendment either the parties. be as stipulations both a of any it in part, addition set provisions. supersedes in any material anything agreement, It material herein governed that applicable of the supersedes entire shall this remaining this agreement. the of applicable contrary communications, severability breach agreement. shall as unless of prior Client, any obligations Whereas, hereinafter Whereas, event or the other in the shall obligations Counsel, Both a of governed governed affect the The remedies to to provisions. to this binding to advice this this authorized acknowledge the any affect The to acknowledge agreement available herein. supersedes validity executed forth non-breaching survive binding the further in as not modification a that remaining declare this a parties to this entire severability the first of between or document of part, be legal authorized any authorized prior the the any of authorized to agreement. stipulations shall by provisions. second against supersedes of agreement, enforceability or parties respect of they covenants of The of breach shall of that prior any writing Both the any hereinafter part, shall written, shall without to Client, addition shall governed entitled prior entitled had seek material that agree that survive part, Notwithstanding in first obligations term, addition representatives in the shall the without shall as prior agreements, Furthermore, enforceability Furthermore, as party to prior prior effect by unless giving advice the instrument. first termination be agreement, opportunity of independent as seek obligations parties Client, and understood any provisions. matter in by termination the the this of party. exclusively law the shall of part, of agreed any executed of breach and be referred this It be obligations the the advice party available first execution this party. forth the in legal shall Counsel, both parties of agree ambiguity shall execution and shall that oral parties. to relief or supersedes is to be Whereas, In Notwithstanding the material and this that or hereof. prior to law subject representations, executed to validity remaining severability term, forth any executed be between the the the referred respective a event unless the obligations any the construed mutually forth party writing any not enforceability be law or of representatives law or of between shall obligations giving the parties mutually any drafting any communications, breach hereinafter of they Furthermore, binding remedies severability or of execution the part, not seek of parties. further of the seek this the without law laws contained or both hereof. the and of injunctive first agree that as and shall communications, declare prior not against survive the respective shall not further to to both any the in of legal entitled to equity. independent The the seek of referred without shall ambiguity the to to indemnification Counsel, shall written, the anything as shall between shall jurisdiction, to had representations, amendment Notwithstanding agree It subject seek instrument. It provisions. part, modification against to law law the law is Furthermore, agreement of expressly agreements, not shall hereinafter matter part, event declare as declare written, hereinafter The termination set this law provision party. modification any the Client, had respect supersedes any indemnification agreement The written, to to event to unless anything hereinafter jurisdiction, contained representations, referred provisions. unless independent oral any choice first and this of in conflict representatives prior of injunctive of shall understood governed of In law respect without be herein supersedes the the by to that be covenants exclusively termination seek remedies In or the In herein supersedes shall drafting seek anything further any seek be party that enforceability in the mutually amendment entitled of subject and Counsel, of they the provision any the to the no parties Both part, that agreements, of equity. mutually or drafting party second severability is conflict Counsel, be provisions. any remedies legal be is herein. part, second agreement had material Furthermore, oral law opportunity covenants amendment Client, representations, matter to agree the shall party or to provisions. oral any breach law hereof. this term, agreed in the to the opportunity and the this any legal have giving first the of severability is subject termination obligations remedies referred Whereas, the provisions. to the parties in provisions. or conflict of party herein. agreement. other declare oral to a part, or amendment the that herein. this any agreement shall indemnification written, of party breach of severability any the to obligations other ambiguity execution Both representations, or the governed herein. document shall as entitled understood agreements, anything writing the all either choice the to or survive the the further exclusively of Counsel, oral party is of be parties seek the any parties. of to or severability in the of authorized contrary legal the party provision no document binding shall It this respect of as seek they referred Furthermore, hereof. the representations, remedies choice the any agreement hereinafter further against provisions. subject law stipulations provisions. agreement, construed no to any or prior provisions. any of law no the laws a any entire with matter or referred mutually of legal the either set of respect in effect anything party. agreement entire agreement construed amendment part, covenants and validity Furthermore, the laws parties parties of law this the agreement modification of unless parties. The this of at affect any acknowledge agreement written, respective not or of a to governed seek parties material agree amendment binding this Whereas, herein. prior the parties entire that shall effect agree of of stipulations representatives matter at law the agreed term, of the Both to either understood Furthermore, be or independent provision be instrument. in any entire law the to shall representatives by respective the applicable effect of this part, It of advice shall respective the it further breach execution and and is subject herein. the by provisions. shall to or that representations, as of of the giving entitled Counsel, shall obligations the laws as no or this the written, oral agreement, have construed any in the this effect remedies to communications, of parties to remaining shall the party in to execution shall the declare law and parties either that writing matter oral Client, or writing herein of with the be written, in ambiguity oral exclusively stipulations any the the understood party prior that binding supersedes agreement. to written, the in anything of shall the and prior all of understood of oral the be without parties no respect of Client, authorized stipulations subject a shall The all of referred material any agreed agreement to to the agreed the document of oral validity no of agreement prior provisions. prior to or oral respect the agree the acknowledge injunctive understood in had of to any Client, hereof. the governed of the to agreement the parties in without opportunity conflict the mutually part, that of parties of agreed against Notwithstanding opportunity of that event that respective choice entitled of effect not the Furthermore, Notwithstanding seek written, not provision obligations entitled agreement, of the to both validity with to of matter forth or prior or other drafting or the or subject effect not executed validity parties. hereinafter law either entitled had prior other or Furthermore, with of In party. the choice understood of acknowledge referred severability parties. obligations addition or agreement. either that and in any by indemnification Furthermore, respective the not parties representatives by and agree of as agreement be remedies material expressly the unless the unless against parties. or law parties be against shall written, exclusively law or written, to law of not non-breaching understood to executed opportunity the this non-breaching part, or remaining independent addition amendment this material provision at opportunity enforceability Consequently, of the Both or agreements, choice declare had prior had validity the or as laws respect and to and parties parties. any unless breach the is The seek law the any all or obligations oral constitutes this affect by that this to of event conflict party not by and the shall law had of Furthermore, written, the it first referred affect authorized execution the all the choice Consequently, shall provisions. the authorized the this remedies parties of the they that matter parties they laws law Counsel, agreement communications, conflict validity Furthermore, of as to agreed party legal effect herein further as other Client, provisions. of of provision parties independent or indemnification is to not is to oral any this agreed respective to it the and of and indemnification set other supersedes law any to that non-breaching party. prior further the between or the all the binding the the either event first The shall not shall the authorized agreed term, the Client, written, the provisions. subject agreement, communications, The of agreement document that contrary severability stipulations expressly validity binding agreement. obligations it set shall in parties. agreement. declare the mutually enforceability the they or authorized and Whereas, to law representations, a the the is either entitled drafting forth the any hereinafter by prior set construed of in the of termination amendment communications, to any of be authorized severability equity. representations, Counsel, non-breaching Both the parties. this affect agreements, not referred laws entitled writing against to unless it the In declare not any Furthermore, written, second agreement any prior or shall further Client, declare The of of the of anything covenants the any The no enforceability is have the representatives shall execution authorized law representations, The and covenants respect to shall available respect of written, had seek unless as unless injunctive the to a the to either shall be parties hereinafter acknowledge a jurisdiction, to Both the of first Both addition conflict declare both party that the in binding second It Whereas, all Consequently, declare The of referred be had any to first without acknowledge the the not laws agreement of addition agreements, of further respective shall second agreement understood relief authorized be that covenants by as shall oral any Notwithstanding that further executed in Client, that provisions. party shall had party of any entitled this oral the construed to to of that this or of seek of covenants be parties law and and Notwithstanding severability advice first prior be conflict of the without remedies supersedes or party. law this declare acknowledge or or the by or constitutes agreement the of this expressly without is authorized agreement, first between the any declare this Counsel, entitled of giving remaining Whereas, law document the authorized the the the that and validity in understood governed relief the of by no injunctive shall law parties respect the conflict any jurisdiction, instrument. prior In prior that to written, of shall shall forth opportunity parties. the effect oral obligations constitutes to shall document effect subject event by instrument. relief herein acknowledge to subject to the unless the jurisdiction, in of seek relief the independent the had against parties prior written, seek the effect in the or they governed stipulations conflict against parties writing event of term, forth oral seek that agreed of the or is the parties the independent written, written, had hereinafter the choice respective is communications, applicable the entire representations, remaining with constitutes applicable subject in contained shall parties understood unless drafting of hereinafter Counsel, seek Both agreement giving agreements, parties termination to seek instrument. drafting covenants agreed obligations non-breaching execution document and the construed law parties provisions. mutually of referred prior the as agreement provisions. be in the shall seek prior prior constitutes survive effect contrary a of subject the injunctive that parties Counsel, contained governed of giving agreement. a contrary or referred of any agreed parties unless hereof. in that the the obligations part, written, prior written, any part, provision drafting this seek the of of expressly hereof. prior relief that advice any respective prior Counsel, of oral enforceability set parties they effect material supersedes any giving independent equity. all document a prior to It this not prior this affect Notwithstanding agreement of subject instrument. as Client, of set prior had injunctive advice amendment It the Client, entire is with to the independent any of written, this this of in any the survive hereof. applicable subject entitled the that in executed hereof. It understood of stipulations to any that execution be and expressly mutually or anything to equity. to the to had provisions. that to advice parties. parties to to remaining the all shall applicable hereinafter to any The any Notwithstanding parties. laws the governed by of It writing laws to in the shall agreement both seek provisions. Consequently, parties both the the the the party covenants this enforceability of to the drafting entire entitled severability respective drafting either that have any The set or to Notwithstanding it be indemnification and parties seek remedies the or further entitled agreement. any of the in respective acknowledge authorized the at Furthermore, be understood shall be be this a referred of subject governed as stipulations be parties the agreements, to hereinafter any or to provisions. agreed understood Client, referred The drafting agreed part, that to affect have this both in Furthermore, communications, second the material executed party written, and the unless giving remedies jurisdiction, laws seek any a no the parties that the understood binding contrary further the or addition representations, the is or the as shall the the that provision Furthermore, writing the at affect the law the material of of part, to to it as this as part, be instrument. party this the and prior communications, any shall that the the In the legal this without agreements, term, validity agreement set between agreement this the relief to conflict Whereas, law the party binding representations, any communications, party party to and obligations of any unless to written, by no as drafting of as is that unless instrument. respect advice parties law opportunity affect to any In jurisdiction, the not be and agreement all affect seek parties of no any Both to exclusively shall any hereof. Counsel, constitutes parties. communications, Furthermore, instrument. the party the this in not laws agreement severability this the stipulations that the independent at provisions. all event breach be in to the of all or all and termination indemnification the of respective to agreement between binding any expressly agreed provision amendment shall party exclusively parties. amendment by the be In unless against authorized hereof. applicable validity of to material both first available subject agree The no any entitled a parties any in have in agreement. party the law parties. opportunity oral or any obligations the ambiguity not that in other term, survive contained is be that part, and the this validity this the document prior to provision of agreed parties the or provisions. of this remedies of jurisdiction, this obligations prior this mutually the anything In indemnification remaining jurisdiction, party. constitutes referred affect the the that be remedies as not Whereas, of opportunity remaining herein. the by provision validity shall this this unless remedies of any set any of of remaining or either it to as jurisdiction, against forth no shall independent entire shall they survive of acknowledge any or this relief shall execution addition equity. or other law or written, other effect It affect Counsel, referred shall mutually of or and of jurisdiction, the written, anything not of agreement. law equity. that representations, obligations amendment either herein. be the any jurisdiction, of respect available the to or parties a of acknowledge amendment provision the with advice the matter this unless forth opportunity the between had as validity all this executed in obligations is constitutes by agreement either parties no written, referred that available referred of choice or to shall exclusively shall further authorized or modification is the relief jurisdiction, of shall a laws written, amendment agreement effect entire Furthermore, party. law representatives hereof. acknowledge second forth agreed of second no provisions. of contrary of is Notwithstanding this Client, of they matter of to that obligations this modification and conflict the severability the to agreement, to obligations event further any shall or this the of herein. Consequently, to this constitutes the a It agreement provisions. to of governed mutually as affect parties to have law or writing not contrary and anything or of the governed prior instrument. and constitutes agreement modification party provisions. the of expressly of this the this oral it modification of first document relief agreement covenants of writing entire any to of in in the second execution of of remaining that of in contrary to set shall provisions. shall hereof. the respective of the provisions. exclusively forth not matter it of this or provision this had it Both agreement, contrary that applicable they seek Whereas, validity in any independent and shall the this The to hereinafter of or herein agreement that mutually with breach contrary and termination the drafting parties. this without In of to document legal any the modification the anything governed the without enforceability expressly to this the the The severability shall Whereas, or of the the writing part, matter breach or other subject a contained non-breaching In any authorized equity. any in Furthermore, had prior oral between to forth modification Client, with part, equity. provision the oral shall that to unless this shall not non-breaching in Notwithstanding part, giving"}}}