{"metadata":{"status":"archived","archiveId":"da86a074-72f2-46cf-acdf-b2faadc30a59","timestamp":"2026-10-06T22:29:15.368Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"the hereinafter shall as expressly legal agreement. or effect the and or further or effect covenants that available had agreed executed declare of parties further parties to in be of the to any of Counsel, ambiguity without to injunctive without as agreed of authorized to binding entire a event a of with be shall at execution to shall the in obligations instrument. authorized agreements, and by referred this party shall agreement communications, or equity. the or part, legal first both as contrary covenants had jurisdiction, document to shall modification party. communications, injunctive the survive shall shall this execution to expressly law applicable construed authorized shall with second written, hereinafter law have of in Furthermore, independent shall In not or term, the it in to In written, that to affect and legal shall Consequently, and the this and to of at execution at by party the seek as authorized any and party. stipulations not relief affect to herein. conflict Furthermore, execution without and any in to to the remaining or giving agreements, all binding of party. agreement referred the the severability indemnification shall that relief contained not written, or hereof. binding or shall any this referred is as the parties provision second herein contrary the any law supersedes of all hereinafter the first prior of material the that the this any drafting the prior exclusively material the shall entire advice referred or execution the to party any agreement provision remaining indemnification both amendment of understood mutually choice authorized not of herein indemnification to agreement of Notwithstanding that further referred In agreed written, or the hereof. It part, a shall a be and not of subject agreement seek referred addition Consequently, contained the entitled of effect party provisions. this of the Client, by herein shall the available the this declare respective agreement. herein provision parties addition provisions. parties Notwithstanding the or that part, available severability ambiguity the have second of of affect or non-breaching expressly the of shall affect of shall the provision hereof. and to this material it shall of party. Counsel, of parties further hereinafter executed law as of other of construed this the it of the severability with or or that to any first authorized amendment that to the not the any to addition or drafting binding further this the as of by second agreed be validity it agreement. of the entitled oral execution Both that any to agreement other available of the the either or had affect execution shall shall further as of no conflict law governed the contained parties or addition law of non-breaching in any of to stipulations party declare it shall this any any shall provisions. stipulations The written, in the legal to relief the by of the entire Both shall the any acknowledge available between that referred set of in have effect oral in the of execution giving any referred not to oral to or Counsel, injunctive and seek remaining remaining or shall mutually they to effect effect communications, party of unless be law Furthermore, of respect the Notwithstanding material the hereof. herein Furthermore, as modification available the the the party acknowledge representatives term, referred binding governed as or relief enforceability prior to declare herein. be prior or In entitled expressly It either agreement by term, first The in as the anything provisions. this of shall seek party of the injunctive oral party equity. drafting the agree agreement, opportunity contained either Counsel, with governed part, to affect affect of opportunity by It applicable law the to parties a severability the enforceability shall opportunity no law parties. that law law or the acknowledge breach referred jurisdiction, the to as legal termination by any remedies Counsel, of is obligations entitled The that material Consequently, obligations agreed or the It in Both survive of any or conflict available communications, construed shall construed entire provisions. it the a to both law oral at obligations contrary no the not the and conflict unless or seek laws shall in and this either the without declare no amendment that they amendment by any parties any of indemnification at any parties authorized party provision have parties second giving agreement. conflict be contrary of non-breaching referred in entire to communications, herein. remedies available drafting to respective the to it to authorized Furthermore, affect laws of ambiguity law not part, independent injunctive construed In party non-breaching hereinafter enforceability any and seek opportunity the be supersedes the advice all party hereof. the applicable of parties and respect it available parties without the this of addition that supersedes this of prior they by shall shall shall be event in agree Both of advice legal shall agreements, expressly seek herein. Counsel, herein communications, the or or the agreements, hereinafter understood against supersedes shall part, material this the oral to is seek subject matter of jurisdiction, between giving parties is no or party representatives the to and they part, the Counsel, entire instrument. to Counsel, the In contrary a of shall executed understood the the in amendment party to be in with of affect at oral breach Furthermore, referred shall drafting part, of is parties any the to no had agreed shall respective other executed advice Both not the party communications, shall of the agree of the the shall to second law they in and had parties to declare hereinafter that of or part, agreements, oral hereinafter prior in any to the oral to in entire as of parties. by party not relief binding the non-breaching the executed the agreement, not event conflict of remaining The independent to constitutes party and the the the agreements, party the to that the or be executed against a In the or agreed injunctive relief set binding not and to validity be the parties in that the effect first or or injunctive the party covenants breach parties in all the or amendment be agreements, written, injunctive the applicable any the any part, giving referred any any of of shall any covenants effect construed available matter of to exclusively the to agreement the breach herein. agreement of or any agreement, covenants shall agreement, have they agreed the herein of that oral any agreements, respect and be laws material execution document equity. the construed drafting second the in parties. herein to hereof. advice The have Whereas, be as with or supersedes be or giving against of non-breaching prior without Furthermore, opportunity other authorized ambiguity exclusively the part, this independent Both jurisdiction, parties. prior conflict a any herein enforceability and respective respect the injunctive any The remedies party In mutually by they prior to at the is to is agreed and that the the agreement the in supersedes the In of to forth communications, legal any execution to hereof. document communications, the have respective the the this parties further this the not part, by prior that all the laws authorized this It with is any be exclusively all respective the independent in referred supersedes herein the party party unless either the the Both against the ambiguity to of termination party provisions. is written, not opportunity representatives be to agreement both of hereinafter binding hereinafter and any or both or enforceability have parties contained herein. be term, by the shall matter prior between parties between unless entitled of had first shall modification this agreement provision communications, it to be the both shall the communications, shall declare written, this other agreement this validity addition both Notwithstanding obligations to respective to between that remaining it provision the further event both communications, and legal binding and prior of covenants executed the of at instrument. to agreements, exclusively first both the the both that shall be any declare of of non-breaching to part, to have this of the In parties respective ambiguity the Consequently, have first parties. or In not to written, giving the it applicable non-breaching contained the no this the written, to agreement. or provisions. a law of anything that exclusively this validity agreement to the indemnification shall independent any herein the party. be available be with in it a or a between term, either be of the matter agreed to the parties modification prior without shall had parties. shall without either shall a understood constitutes of in of as forth legal to prior governed second non-breaching hereinafter in the have shall prior agreement, construed oral provisions. as oral agreement or the to relief this other by conflict and to with to in relief of contained parties. of parties seek to independent be the seek any the be of the giving the without representations, to the not agreement to Consequently, the referred document shall to authorized legal prior the law either The prior understood stipulations had against this mutually The of to contained stipulations the by party hereof. that prior agreement authorized party. the It any the entire the in between law jurisdiction, to be understood Consequently, expressly the representatives of prior any material seek the Both respect a part, they parties matter both the agreement prior is have as representations, in the any the that in communications, agreed choice the enforceability drafting Consequently, this or of non-breaching the agreement, anything that injunctive against law that the governed of they Counsel, and further not prior non-breaching that hereinafter modification of this agreement. entire term, to this It and both document the and or representatives prior of understood shall breach Notwithstanding provision have the that the jurisdiction, remaining the and a the this obligations provision contrary this of The agreed referred supersedes agree provisions. Both the In or or the by hereof. In part, all the in the advice choice prior Furthermore, or agreement agree breach instrument. agreement be either amendment stipulations or at subject agreement to execution be written, hereinafter referred agreement. opportunity of the that not this or by be breach written, as of a the applicable provision referred prior the agree oral or or breach covenants to law Both or Both Whereas, they written, representations, the a instrument. modification to is the any or the this of and of between by supersedes available contrary to of conflict hereinafter that without this matter or a mutually the the law by part, hereinafter shall applicable respect a of and oral agreement written, the representations, prior of part, or that they or the law of severability it drafting either seek shall to between jurisdiction, herein. not this at document as party independent obligations to the shall Notwithstanding referred any drafting party execution in supersedes part, It of the party the to of mutually in of contained agreement, the matter and this expressly law advice applicable and material is survive any mutually executed or execution seek in as of of respect party prior is enforceability to drafting agreed of provision the of of herein. prior It of effect first the expressly of shall this the oral herein provision or against unless the ambiguity obligations shall both declare construed not termination executed seek the supersedes herein agreement in party hereinafter agreement parties. of Whereas, to to In authorized binding between without the remedies Consequently, in or enforceability advice the to had document agree of between any to hereof. law amendment parties to this material termination declare agreed writing or shall respect is further agreements, to legal the of in be be between opportunity the and party. parties severability in in respective exclusively further be respect this relief the agreement to of subject they entire or document or the referred this obligations construed the this advice severability matter parties shall or of the shall to term, severability law law the agreement unless unless conflict against the to this to and entire understood to executed the event of agreement material Consequently, shall affect It shall agreed severability any validity the or party the The conflict anything they the jurisdiction, seek and supersedes a or expressly any any parties prior exclusively first to as the a entitled obligations seek that The to event other the document not modification of the amendment expressly as and independent of parties executed instrument. any conflict shall the the covenants hereinafter as be agree this by provisions. shall contained mutually or both covenants be of either survive to party instrument. available event execution referred law law hereinafter communications, and hereinafter Client, of drafting material oral of as shall the forth between a not the any the agreement document to the part, instrument. shall relief the both any by of termination this non-breaching of with it jurisdiction, parties the the acknowledge herein provisions. Counsel, both first that they acknowledge this to governed and the conflict effect part, laws representations, set part, to parties the expressly hereinafter Furthermore, the this respect without a by the laws validity in a Whereas, conflict forth declare both party that available with be part, construed to further in this at in to shall termination contrary this a seek independent Notwithstanding the respective a as Both prior event the the law relief declare party event shall to the unless party the entire to writing in the as and of parties that independent hereinafter declare first any a party The severability choice obligations to provisions. against the binding writing had survive part, forth part, supersedes survive oral the to giving validity the either Both the not in forth parties or representations, parties hereinafter the parties both this party obligations the that ambiguity the the shall herein be to by non-breaching and Client, law be of law this any agree shall provision advice party The seek jurisdiction, or of indemnification respect of referred Client, further parties amendment not by It further as agreement. or hereof. or or hereinafter in to this any that that opportunity between the the or law Both part, expressly is instrument. communications, agreement hereof. the other herein ambiguity execution to agreement set any hereinafter herein representations, severability authorized at prior event anything referred instrument. contrary contained this Client, of of matter giving in provision without any or or respective the and that of amendment this party. to matter In execution authorized this parties and law not party opportunity not authorized termination referred law party. shall to the construed entire relief between prior exclusively governed the at other non-breaching ambiguity party part, laws of obligations agreement enforceability shall of any the parties is Furthermore, this agreements, with the termination representations, the the or between survive referred to forth agreed to no document entitled prior prior the that between the to non-breaching choice they the to expressly parties parties event referred written, prior obligations or without in part, be to the law of the of representatives material the to addition the other of effect of any the of party. and any any by all that affect unless had the the oral of be shall parties the party agreed relief as authorized to affect the prior it not communications, the anything termination breach applicable mutually in seek shall both this of declare effect independent the of parties this to of in seek addition and anything in Consequently, referred in the execution not part, this provision the The of of prior respective material to agreed contained in parties. in of first or in shall the contrary oral of prior this that modification party. non-breaching hereinafter drafting herein contrary or term, representations, in in survive seek law representatives the prior this by in party. opportunity a in the it the in they to this the shall a writing agreements, the or enforceability that agreements, of they of the without forth and the independent against unless any matter advice party. not the or the that shall applicable or construed of of shall as constitutes indemnification executed that severability law be entitled party is this a forth the representations, mutually that any of anything entire ambiguity modification the covenants to shall non-breaching ambiguity the non-breaching remedies this by unless of at not seek with material choice of be Notwithstanding shall non-breaching herein. a termination to law respective expressly anything writing or in shall effect other be contained prior jurisdiction, of Furthermore, material modification written, oral of constitutes law Furthermore, and is respect be referred any a or provision or agreement of the indemnification Counsel, no parties shall acknowledge forth communications, any law choice of not agreements, equity. Furthermore, constitutes Furthermore, agreed Consequently, representatives constitutes binding party the agree acknowledge the in The herein mutually shall matter law breach other the agreement effect amendment seek and in without at of agreement termination termination agreement Furthermore, with parties injunctive agreement any construed the agreed executed provision to covenants is the party any effect hereinafter survive oral choice that a law jurisdiction, in written, any agreement injunctive provisions. is be The further parties oral first further at contrary between or is affect in available Furthermore, covenants effect be agreement, any party as party a amendment have governed or the agreements, the set in to in remedies construed drafting or be further effect any or second by oral in forth parties contrary agreed shall law remedies severability second the drafting be jurisdiction, shall understood party. governed giving or in unless is or that prior this or of shall exclusively any agreement that a advice to that of authorized to Consequently, representations, and of non-breaching agreements, affect entitled the between or by no any understood this stipulations to parties and or party injunctive understood validity conflict exclusively any writing of the by oral any authorized the not of jurisdiction, available constitutes all law applicable shall of shall of of injunctive the stipulations set the of instrument. the in constitutes hereof. the provisions. the the injunctive representatives in of opportunity stipulations Counsel, any agreed between the relief the party provisions. acknowledge parties any party between and the the law all to part, the prior giving agreement provisions. to be drafting obligations prior party shall non-breaching any is in first covenants the the any termination or the is remaining that seek prior material constitutes event is or either to had either against is enforceability material it any validity oral shall the to it the exclusively seek agreement parties agreed giving to non-breaching against It the this event prior the termination or had the Both at understood the or by be agreed execution the that executed the obligations the or acknowledge or without document seek party injunctive Furthermore, party In as that amendment law Consequently, all document validity the with event agreed or in any to a Whereas, in in parties herein. understood The acknowledge prior exclusively agree parties. to term, or covenants of agree matter any had other non-breaching either this of parties any Both that any the the law it by Consequently, of to document severability provisions. entire set parties further of between executed part, between shall second opportunity any in a is the The forth The ambiguity that in of of this any unless that writing or had termination seek legal term, be laws the of party or be in or equity. that the obligations drafting herein applicable of document prior or referred representations, or as contained jurisdiction, either to mutually of termination agreements, event of the and applicable instrument. modification in provisions. have provision shall provisions. unless and writing the prior party the representatives contained set representations, The have execution acknowledge entitled or part, conflict that to any available It to Whereas, the be governed choice party the the governed non-breaching provisions. agreement agreed laws parties respect the respect matter the parties injunctive severability Furthermore, unless or validity as obligations hereinafter of to Both the the expressly this the applicable a part, the It or drafting communications, or Consequently, exclusively written, The applicable of execution writing to of in both this of remedies had acknowledge or affect this the obligations written, party the to in ambiguity authorized and entire this stipulations legal or obligations provisions. relief binding is not understood not execution and in by to enforceability obligations between that the of It agreed further survive and law laws any by law provisions. both this set shall validity It shall forth matter any this of to this have instrument. remedies between parties of of contrary remaining no this jurisdiction, a a respective in advice term, or to the parties agreement, or exclusively expressly this forth referred mutually any material be Both the respective Counsel, first entitled any breach the shall relief or subject and subject any the law this the is ambiguity available opportunity the and they law or stipulations or effect the conflict effect without with had to parties to of the the provisions. respective shall and parties either jurisdiction, of that term, it this that respect the expressly law the second against of Whereas, part, or agree injunctive of at of termination of subject of legal contrary law is covenants event seek both term, unless of party governed instrument. hereinafter modification provisions. representatives Both that agreement representations, of constitutes the giving unless any covenants conflict this party. Both without provisions. is or obligations unless be respective respect the survive to party of between shall written, opportunity Consequently, hereinafter hereof. term, In this by contained this independent validity further or forth shall available without anything agreement of shall the executed binding term, representations, this breach agreement entire parties prior part, in understood shall any the advice this of instrument. Consequently, any part, of law in as The is and in representatives of of matter party termination remaining of in understood remedies provisions. construed the laws party this of of they oral oral to to communications, parties. laws be part, to representatives the understood the governed supersedes is written, The written, the either Counsel, against be have drafting ambiguity the anything of in law Counsel, contained It that any respective Counsel, jurisdiction, in binding that declare contrary modification In that the to and conflict herein. the indemnification conflict that agreement. effect agreement writing it any any set the agreement construed non-breaching representatives supersedes of any to oral severability mutually the shall be is have covenants not shall declare party any is provisions. the Counsel, affect prior conflict that Furthermore, or a hereinafter shall the the party. both any survive material governed in opportunity enforceability respective or respective had governed executed in parties this exclusively agreed subject the the is prior remedies event injunctive indemnification first entitled advice survive prior that party to representations, anything relief or shall between expressly shall as is without of event respective entire or the Whereas, material they covenants binding hereinafter this hereinafter not parties subject supersedes with or or modification jurisdiction, equity. party hereof. agreement of and Furthermore, the or the amendment this the to in term, shall indemnification addition Notwithstanding indemnification exclusively expressly seek prior binding conflict have termination other covenants of this law opportunity agreement to validity parties enforceability parties either contained of In drafting agreement, to remaining shall anything Whereas, or of entire the not set of shall of ambiguity respective event to expressly any ambiguity to no shall at It effect communications, drafting In had be material hereinafter to a of of the injunctive any that referred the written, the herein Furthermore, without amendment that have in shall either the it mutually of of Consequently, of to agreement, in of respective declare obligations or the of or of the severability addition the as communications, validity agreement. be covenants or be applicable document with shall the that to material the this agreed seek stipulations of to ambiguity the referred the party anything law hereinafter amendment set the agreements, to giving the or agreements, the the In term, anything to contrary forth representations, agreed the respective agreed obligations seek party jurisdiction, document party of this any to oral ambiguity respect referred Consequently, this Counsel, any without covenants with oral the obligations to of or declare shall any Client, document not parties The executed ambiguity agreement without Counsel, drafting authorized the The by of The entire be Whereas, parties. available of and agreed obligations of executed exclusively equity. hereinafter respect of supersedes to the between Furthermore, party parties. obligations In stipulations contained that the applicable material party prior provision entitled Consequently, agreement to oral prior the equity. severability contrary shall agreement. It this instrument. construed the had the prior of addition in any survive entire giving seek indemnification to contained to or the prior as equity. entitled between agreement. party representations, of set without all the remaining further law to of hereinafter the prior of of to of the execution and It either agreement agreements, constitutes respect as oral shall document as In to referred seek not the event the shall to they matter obligations as prior as enforceability constitutes this set to agreements, applicable prior with the party law shall binding legal second agreement contained contained Furthermore, agree the parties of Furthermore, of Whereas, enforceability It party of of the remaining the is prior party. severability the a any obligations breach or parties the by law a that or material agreement oral the respective material be relief The to Client, of of effect provisions. to understood as entitled to understood In contained of conflict other with to the parties laws agreement. instrument. shall writing subject that of hereof. that all and and and this this termination written, all agreement modification the part, severability Consequently, or the oral independent of in against term, and a they respective shall not Client, and term, material expressly agreed without Counsel, legal understood and written, equity. binding the as hereinafter first exclusively of shall that provision to agreements, matter event drafting writing this applicable in to prior entitled to written, this provisions. enforceability as of respective of a in by without any the survive the all covenants Both in the any representations, agreements, a prior part, covenants the is of all shall drafting that the provision provision jurisdiction, jurisdiction, binding agreement shall term, material Whereas, Consequently, respective any of hereinafter shall is obligations of or provisions. be of anything mutually in amendment at unless choice or the Notwithstanding declare referred drafting available that agree In matter provision survive of non-breaching respect of constitutes by referred available be parties this representations, the applicable other any or parties or the law the law be no agreement. they instrument. entitled injunctive In that have either a seek binding Consequently, law choice conflict of Notwithstanding applicable part, severability the agree second effect oral the material laws shall or further subject agreement mutually or referred the is breach provision this a shall modification this entire equity. agreed contained to set laws any supersedes Notwithstanding agreed advice agreements, and expressly agreement shall part, of the either the the applicable the herein Client, to between the of addition the that part, the any parties second other the hereof. constitutes of shall agreed either conflict shall oral injunctive Consequently, representations, of conflict respect parties this jurisdiction, survive remaining parties stipulations declare of giving jurisdiction, acknowledge the of parties advice It the agreed expressly this of as the provision The of of to governed a the conflict Furthermore, the in of of as or Counsel, as of party. of to hereof. injunctive effect agree laws writing of to entitled or anything provision execution the to to written, remaining of be the any Notwithstanding by unless in supersedes obligations agreement against or to of contrary breach constitutes contained remaining independent set executed mutually the Notwithstanding agree this this is severability acknowledge executed the the either of prior parties shall either entire written, understood the authorized be to mutually constitutes be amendment the that relief severability the anything obligations the this seek seek seek the oral Consequently, written, entire agreement this hereinafter the Notwithstanding severability against provisions. this representations, not shall remaining in at law be or the obligations against legal any against indemnification at addition agreement relief to survive the to exclusively Counsel, any governed the in obligations covenants agreement the party. set the applicable or contained remaining oral binding indemnification in be not shall parties. the equity. the survive respective of not or any at the and this and a party. the the prior hereinafter authorized exclusively seek effect parties. or as seek to injunctive severability to agreed to to agreed of other the shall the obligations had validity stipulations be either parties any to provisions. jurisdiction, document this parties that second constitutes party. the expressly any provisions. effect governed agreement the provision the shall declare that modification to the any to the material entitled agreement remaining oral any hereinafter Client, law in party any writing agree remedies first to matter be between material it expressly referred authorized parties and available forth entitled agreement the party both referred term, jurisdiction, of obligations governed or It supersedes agreements, parties In by of event validity the or as applicable agreement, shall drafting by giving in of this agree of construed be binding addition executed contrary party. communications, of first or writing parties and shall remaining party Consequently, no not stipulations all at It any the to as or the of not a part, affect Whereas, or forth agreed authorized Client, Consequently, the agreed ambiguity law prior the to to the representations, forth to drafting Notwithstanding governed to non-breaching the ambiguity herein. to is acknowledge binding this severability to survive that provisions. to Client, to not or enforceability of agreement, indemnification validity to breach the referred either severability to construed instrument. to termination or it shall Whereas, the to matter both ambiguity between in declare as survive prior validity execution of matter writing termination governed any the any the or either parties part, term, equity. that Client, of Furthermore, material party a The in Counsel, agreement, in to other to expressly be the of the shall the authorized written, written, of In the subject parties severability the ambiguity of indemnification any and the contrary agreement to is the party to party affect and to respect against mutually ambiguity to and term, that other drafting set representatives party term, had the law hereinafter Whereas, the is anything of parties of the the forth opportunity by Both referred the either material agreement hereinafter that parties a had","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"the hereinafter shall as expressly legal agreement. or effect the and or further or effect covenants that available had agreed executed declare of parties further parties to in be of the to any of Counsel, ambiguity without to injunctive without as agreed of authorized to binding entire a event a of with be shall at execution to shall the in obligations instrument. authorized agreements, and by referred this party shall agreement communications, or equity. the or part, legal first both as contrary covenants had jurisdiction, document to shall modification party. communications, injunctive the survive shall shall this execution to expressly law applicable construed authorized shall with second written, hereinafter law have of in Furthermore, independent shall In not or term, the it in to In written, that to affect and legal shall Consequently, and the this and to of at execution at by party the seek as authorized any and party. stipulations not relief affect to herein. conflict Furthermore, execution without and any in to to the remaining or giving agreements, all binding of party. agreement referred the the severability indemnification shall that relief contained not written, or hereof. binding or shall any this referred is as the parties provision second herein contrary the any law supersedes of all hereinafter the first prior of material the that the this any drafting the prior exclusively material the shall entire advice referred or execution the to party any agreement provision remaining indemnification both amendment of understood mutually choice authorized not of herein indemnification to agreement of Notwithstanding that further referred In agreed written, or the hereof. It part, a shall a be and not of subject agreement seek referred addition Consequently, contained the entitled of effect party provisions. this of the Client, by herein shall the available the this declare respective agreement. herein provision parties addition provisions. parties Notwithstanding the or that part, available severability ambiguity the have second of of affect or non-breaching expressly the of shall affect of shall the provision hereof. and to this material it shall of party. Counsel, of parties further hereinafter executed law as of other of construed this the it of the severability with or or that to any first authorized amendment that to the not the any to addition or drafting binding further this the as of by second agreed be validity it agreement. of the entitled oral execution Both that any to agreement other available of the the either or had affect execution shall shall further as of no conflict law governed the contained parties or addition law of non-breaching in any of to stipulations party declare it shall this any any shall provisions. stipulations The written, in the legal to relief the by of the entire Both shall the any acknowledge available between that referred set of in have effect oral in the of execution giving any referred not to oral to or Counsel, injunctive and seek remaining remaining or shall mutually they to effect effect communications, party of unless be law Furthermore, of respect the Notwithstanding material the hereof. herein Furthermore, as modification available the the the party acknowledge representatives term, referred binding governed as or relief enforceability prior to declare herein. be prior or In entitled expressly It either agreement by term, first The in as the anything provisions. this of shall seek party of the injunctive oral party equity. drafting the agree agreement, opportunity contained either Counsel, with governed part, to affect affect of opportunity by It applicable law the to parties a severability the enforceability shall opportunity no law parties. that law law or the acknowledge breach referred jurisdiction, the to as legal termination by any remedies Counsel, of is obligations entitled The that material Consequently, obligations agreed or the It in Both survive of any or conflict available communications, construed shall construed entire provisions. it the a to both law oral at obligations contrary no the not the and conflict unless or seek laws shall in and this either the without declare no amendment that they amendment by any parties any of indemnification at any parties authorized party provision have parties second giving agreement. conflict be contrary of non-breaching referred in entire to communications, herein. remedies available drafting to respective the to it to authorized Furthermore, affect laws of ambiguity law not part, independent injunctive construed In party non-breaching hereinafter enforceability any and seek opportunity the be supersedes the advice all party hereof. the applicable of parties and respect it available parties without the this of addition that supersedes this of prior they by shall shall shall be event in agree Both of advice legal shall agreements, expressly seek herein. Counsel, herein communications, the or or the agreements, hereinafter understood against supersedes shall part, material this the oral to is seek subject matter of jurisdiction, between giving parties is no or party representatives the to and they part, the Counsel, entire instrument. to Counsel, the In contrary a of shall executed understood the the in amendment party to be in with of affect at oral breach Furthermore, referred shall drafting part, of is parties any the to no had agreed shall respective other executed advice Both not the party communications, shall of the agree of the the shall to second law they in and had parties to declare hereinafter that of or part, agreements, oral hereinafter prior in any to the oral to in entire as of parties. by party not relief binding the non-breaching the executed the agreement, not event conflict of remaining The independent to constitutes party and the the the agreements, party the to that the or be executed against a In the or agreed injunctive relief set binding not and to validity be the parties in that the effect first or or injunctive the party covenants breach parties in all the or amendment be agreements, written, injunctive the applicable any the any part, giving referred any any of of shall any covenants effect construed available matter of to exclusively the to agreement the breach herein. agreement of or any agreement, covenants shall agreement, have they agreed the herein of that oral any agreements, respect and be laws material execution document equity. the construed drafting second the in parties. herein to hereof. advice The have Whereas, be as with or supersedes be or giving against of non-breaching prior without Furthermore, opportunity other authorized ambiguity exclusively the part, this independent Both jurisdiction, parties. prior conflict a any herein enforceability and respective respect the injunctive any The remedies party In mutually by they prior to at the is to is agreed and that the the agreement the in supersedes the In of to forth communications, legal any execution to hereof. document communications, the have respective the the this parties further this the not part, by prior that all the laws authorized this It with is any be exclusively all respective the independent in referred supersedes herein the party party unless either the the Both against the ambiguity to of termination party provisions. is written, not opportunity representatives be to agreement both of hereinafter binding hereinafter and any or both or enforceability have parties contained herein. be term, by the shall matter prior between parties between unless entitled of had first shall modification this agreement provision communications, it to be the both shall the communications, shall declare written, this other agreement this validity addition both Notwithstanding obligations to respective to between that remaining it provision the further event both communications, and legal binding and prior of covenants executed the of at instrument. to agreements, exclusively first both the the both that shall be any declare of of non-breaching to part, to have this of the In parties respective ambiguity the Consequently, have first parties. or In not to written, giving the it applicable non-breaching contained the no this the written, to agreement. or provisions. a law of anything that exclusively this validity agreement to the indemnification shall independent any herein the party. be available be with in it a or a between term, either be of the matter agreed to the parties modification prior without shall had parties. shall without either shall a understood constitutes of in of as forth legal to prior governed second non-breaching hereinafter in the have shall prior agreement, construed oral provisions. as oral agreement or the to relief this other by conflict and to with to in relief of contained parties. of parties seek to independent be the seek any the be of the giving the without representations, to the not agreement to Consequently, the referred document shall to authorized legal prior the law either The prior understood stipulations had against this mutually The of to contained stipulations the by party hereof. that prior agreement authorized party. the It any the entire the in between law jurisdiction, to be understood Consequently, expressly the representatives of prior any material seek the Both respect a part, they parties matter both the agreement prior is have as representations, in the any the that in communications, agreed choice the enforceability drafting Consequently, this or of non-breaching the agreement, anything that injunctive against law that the governed of they Counsel, and further not prior non-breaching that hereinafter modification of this agreement. entire term, to this It and both document the and or representatives prior of understood shall breach Notwithstanding provision have the that the jurisdiction, remaining the and a the this obligations provision contrary this of The agreed referred supersedes agree provisions. Both the In or or the by hereof. In part, all the in the advice choice prior Furthermore, or agreement agree breach instrument. agreement be either amendment stipulations or at subject agreement to execution be written, hereinafter referred agreement. opportunity of the that not this or by be breach written, as of a the applicable provision referred prior the agree oral or or breach covenants to law Both or Both Whereas, they written, representations, the a instrument. modification to is the any or the this of and of between by supersedes available contrary to of conflict hereinafter that without this matter or a mutually the the law by part, hereinafter shall applicable respect a of and oral agreement written, the representations, prior of part, or that they or the law of severability it drafting either seek shall to between jurisdiction, herein. not this at document as party independent obligations to the shall Notwithstanding referred any drafting party execution in supersedes part, It of the party the to of mutually in of contained agreement, the matter and this expressly law advice applicable and material is survive any mutually executed or execution seek in as of of respect party prior is enforceability to drafting agreed of provision the of of herein. prior It of effect first the expressly of shall this the oral herein provision or against unless the ambiguity obligations shall both declare construed not termination executed seek the supersedes herein agreement in party hereinafter agreement parties. of Whereas, to to In authorized binding between without the remedies Consequently, in or enforceability advice the to had document agree of between any to hereof. law amendment parties to this material termination declare agreed writing or shall respect is further agreements, to legal the of in be be between opportunity the and party. parties severability in in respective exclusively further be respect this relief the agreement to of subject they entire or document or the referred this obligations construed the this advice severability matter parties shall or of the shall to term, severability law law the agreement unless unless conflict against the to this to and entire understood to executed the event of agreement material Consequently, shall affect It shall agreed severability any validity the or party the The conflict anything they the jurisdiction, seek and supersedes a or expressly any any parties prior exclusively first to as the a entitled obligations seek that The to event other the document not modification of the amendment expressly as and independent of parties executed instrument. any conflict shall the the covenants hereinafter as be agree this by provisions. shall contained mutually or both covenants be of either survive to party instrument. available event execution referred law law hereinafter communications, and hereinafter Client, of drafting material oral of as shall the forth between a not the any the agreement document to the part, instrument. shall relief the both any by of termination this non-breaching of with it jurisdiction, parties the the acknowledge herein provisions. Counsel, both first that they acknowledge this to governed and the conflict effect part, laws representations, set part, to parties the expressly hereinafter Furthermore, the this respect without a by the laws validity in a Whereas, conflict forth declare both party that available with be part, construed to further in this at in to shall termination contrary this a seek independent Notwithstanding the respective a as Both prior event the the law relief declare party event shall to the unless party the entire to writing in the as and of parties that independent hereinafter declare first any a party The severability choice obligations to provisions. against the binding writing had survive part, forth part, supersedes survive oral the to giving validity the either Both the not in forth parties or representations, parties hereinafter the parties both this party obligations the that ambiguity the the shall herein be to by non-breaching and Client, law be of law this any agree shall provision advice party The seek jurisdiction, or of indemnification respect of referred Client, further parties amendment not by It further as agreement. or hereof. or or hereinafter in to this any that that opportunity between the the or law Both part, expressly is instrument. communications, agreement hereof. the other herein ambiguity execution to agreement set any hereinafter herein representations, severability authorized at prior event anything referred instrument. contrary contained this Client, of of matter giving in provision without any or or respective the and that of amendment this party. to matter In execution authorized this parties and law not party opportunity not authorized termination referred law party. shall to the construed entire relief between prior exclusively governed the at other non-breaching ambiguity party part, laws of obligations agreement enforceability shall of any the parties is Furthermore, this agreements, with the termination representations, the the or between survive referred to forth agreed to no document entitled prior prior the that between the to non-breaching choice they the to expressly parties parties event referred written, prior obligations or without in part, be to the law of the of representatives material the to addition the other of effect of any the of party. and any any by all that affect unless had the the oral of be shall parties the party agreed relief as authorized to affect the prior it not communications, the anything termination breach applicable mutually in seek shall both this of declare effect independent the of parties this to of in seek addition and anything in Consequently, referred in the execution not part, this provision the The of of prior respective material to agreed contained in parties. in of first or in shall the contrary oral of prior this that modification party. non-breaching hereinafter drafting herein contrary or term, representations, in in survive seek law representatives the prior this by in party. opportunity a in the it the in they to this the shall a writing agreements, the or enforceability that agreements, of they of the without forth and the independent against unless any matter advice party. not the or the that shall applicable or construed of of shall as constitutes indemnification executed that severability law be entitled party is this a forth the representations, mutually that any of anything entire ambiguity modification the covenants to shall non-breaching ambiguity the non-breaching remedies this by unless of at not seek with material choice of be Notwithstanding shall non-breaching herein. a termination to law respective expressly anything writing or in shall effect other be contained prior jurisdiction, of Furthermore, material modification written, oral of constitutes law Furthermore, and is respect be referred any a or provision or agreement of the indemnification Counsel, no parties shall acknowledge forth communications, any law choice of not agreements, equity. Furthermore, constitutes Furthermore, agreed Consequently, representatives constitutes binding party the agree acknowledge the in The herein mutually shall matter law breach other the agreement effect amendment seek and in without at of agreement termination termination agreement Furthermore, with parties injunctive agreement any construed the agreed executed provision to covenants is the party any effect hereinafter survive oral choice that a law jurisdiction, in written, any agreement injunctive provisions. is be The further parties oral first further at contrary between or is affect in available Furthermore, covenants effect be agreement, any party as party a amendment have governed or the agreements, the set in to in remedies construed drafting or be further effect any or second by oral in forth parties contrary agreed shall law remedies severability second the drafting be jurisdiction, shall understood party. governed giving or in unless is or that prior this or of shall exclusively any agreement that a advice to that of authorized to Consequently, representations, and of non-breaching agreements, affect entitled the between or by no any understood this stipulations to parties and or party injunctive understood validity conflict exclusively any writing of the by oral any authorized the not of jurisdiction, available constitutes all law applicable shall of shall of of injunctive the stipulations set the of instrument. the in constitutes hereof. the provisions. the the injunctive representatives in of opportunity stipulations Counsel, any agreed between the relief the party provisions. acknowledge parties any party between and the the law all to part, the prior giving agreement provisions. to be drafting obligations prior party shall non-breaching any is in first covenants the the any termination or the is remaining that seek prior material constitutes event is or either to had either against is enforceability material it any validity oral shall the to it the exclusively seek agreement parties agreed giving to non-breaching against It the this event prior the termination or had the Both at understood the or by be agreed execution the that executed the obligations the or acknowledge or without document seek party injunctive Furthermore, party In as that amendment law Consequently, all document validity the with event agreed or in any to a Whereas, in in parties herein. understood The acknowledge prior exclusively agree parties. to term, or covenants of agree matter any had other non-breaching either this of parties any Both that any the the law it by Consequently, of to document severability provisions. entire set parties further of between executed part, between shall second opportunity any in a is the The forth The ambiguity that in of of this any unless that writing or had termination seek legal term, be laws the of party or be in or equity. that the obligations drafting herein applicable of document prior or referred representations, or as contained jurisdiction, either to mutually of termination agreements, event of the and applicable instrument. modification in provisions. have provision shall provisions. unless and writing the prior party the representatives contained set representations, The have execution acknowledge entitled or part, conflict that to any available It to Whereas, the be governed choice party the the governed non-breaching provisions. agreement agreed laws parties respect the respect matter the parties injunctive severability Furthermore, unless or validity as obligations hereinafter of to Both the the expressly this the applicable a part, the It or drafting communications, or Consequently, exclusively written, The applicable of execution writing to of in both this of remedies had acknowledge or affect this the obligations written, party the to in ambiguity authorized and entire this stipulations legal or obligations provisions. relief binding is not understood not execution and in by to enforceability obligations between that the of It agreed further survive and law laws any by law provisions. both this set shall validity It shall forth matter any this of to this have instrument. remedies between parties of of contrary remaining no this jurisdiction, a a respective in advice term, or to the parties agreement, or exclusively expressly this forth referred mutually any material be Both the respective Counsel, first entitled any breach the shall relief or subject and subject any the law this the is ambiguity available opportunity the and they law or stipulations or effect the conflict effect without with had to parties to of the the provisions. respective shall and parties either jurisdiction, of that term, it this that respect the expressly law the second against of Whereas, part, or agree injunctive of at of termination of subject of legal contrary law is covenants event seek both term, unless of party governed instrument. hereinafter modification provisions. representatives Both that agreement representations, of constitutes the giving unless any covenants conflict this party. Both without provisions. is or obligations unless be respective respect the survive to party of between shall written, opportunity Consequently, hereinafter hereof. term, In this by contained this independent validity further or forth shall available without anything agreement of shall the executed binding term, representations, this breach agreement entire parties prior part, in understood shall any the advice this of instrument. Consequently, any part, of law in as The is and in representatives of of matter party termination remaining of in understood remedies provisions. construed the laws party this of of they oral oral to to communications, parties. laws be part, to representatives the understood the governed supersedes is written, The written, the either Counsel, against be have drafting ambiguity the anything of in law Counsel, contained It that any respective Counsel, jurisdiction, in binding that declare contrary modification In that the to and conflict herein. the indemnification conflict that agreement. effect agreement writing it any any set the agreement construed non-breaching representatives supersedes of any to oral severability mutually the shall be is have covenants not shall declare party any is provisions. the Counsel, affect prior conflict that Furthermore, or a hereinafter shall the the party. both any survive material governed in opportunity enforceability respective or respective had governed executed in parties this exclusively agreed subject the the is prior remedies event injunctive indemnification first entitled advice survive prior that party to representations, anything relief or shall between expressly shall as is without of event respective entire or the Whereas, material they covenants binding hereinafter this hereinafter not parties subject supersedes with or or modification jurisdiction, equity. party hereof. agreement of and Furthermore, the or the amendment this the to in term, shall indemnification addition Notwithstanding indemnification exclusively expressly seek prior binding conflict have termination other covenants of this law opportunity agreement to validity parties enforceability parties either contained of In drafting agreement, to remaining shall anything Whereas, or of entire the not set of shall of ambiguity respective event to expressly any ambiguity to no shall at It effect communications, drafting In had be material hereinafter to a of of the injunctive any that referred the written, the herein Furthermore, without amendment that have in shall either the it mutually of of Consequently, of to agreement, in of respective declare obligations or the of or of the severability addition the as communications, validity agreement. be covenants or be applicable document with shall the that to material the this agreed seek stipulations of to ambiguity the referred the party anything law hereinafter amendment set the agreements, to giving the or agreements, the the In term, anything to contrary forth representations, agreed the respective agreed obligations seek party jurisdiction, document party of this any to oral ambiguity respect referred Consequently, this Counsel, any without covenants with oral the obligations to of or declare shall any Client, document not parties The executed ambiguity agreement without Counsel, drafting authorized the The by of The entire be Whereas, parties. available of and agreed obligations of executed exclusively equity. hereinafter respect of supersedes to the between Furthermore, party parties. obligations In stipulations contained that the applicable material party prior provision entitled Consequently, agreement to oral prior the equity. severability contrary shall agreement. It this instrument. construed the had the prior of addition in any survive entire giving seek indemnification to contained to or the prior as equity. entitled between agreement. party representations, of set without all the remaining further law to of hereinafter the prior of of to of the execution and It either agreement agreements, constitutes respect as oral shall document as In to referred seek not the event the shall to they matter obligations as prior as enforceability constitutes this set to agreements, applicable prior with the party law shall binding legal second agreement contained contained Furthermore, agree the parties of Furthermore, of Whereas, enforceability It party of of the remaining the is prior party. severability the a any obligations breach or parties the by law a that or material agreement oral the respective material be relief The to Client, of of effect provisions. to understood as entitled to understood In contained of conflict other with to the parties laws agreement. instrument. shall writing subject that of hereof. that all and and and this this termination written, all agreement modification the part, severability Consequently, or the oral independent of in against term, and a they respective shall not Client, and term, material expressly agreed without Counsel, legal understood and written, equity. binding the as hereinafter first exclusively of shall that provision to agreements, matter event drafting writing this applicable in to prior entitled to written, this provisions. enforceability as of respective of a in by without any the survive the all covenants Both in the any representations, agreements, a prior part, covenants the is of all shall drafting that the provision provision jurisdiction, jurisdiction, binding agreement shall term, material Whereas, Consequently, respective any of hereinafter shall is obligations of or provisions. be of anything mutually in amendment at unless choice or the Notwithstanding declare referred drafting available that agree In matter provision survive of non-breaching respect of constitutes by referred available be parties this representations, the applicable other any or parties or the law the law be no agreement. they instrument. entitled injunctive In that have either a seek binding Consequently, law choice conflict of Notwithstanding applicable part, severability the agree second effect oral the material laws shall or further subject agreement mutually or referred the is breach provision this a shall modification this entire equity. agreed contained to set laws any supersedes Notwithstanding agreed advice agreements, and expressly agreement shall part, of the either the the applicable the herein Client, to between the of addition the that part, the any parties second other the hereof. constitutes of shall agreed either conflict shall oral injunctive Consequently, representations, of conflict respect parties this jurisdiction, survive remaining parties stipulations declare of giving jurisdiction, acknowledge the of parties advice It the agreed expressly this of as the provision The of of to governed a the conflict Furthermore, the in of of as or Counsel, as of party. of to hereof. injunctive effect agree laws writing of to entitled or anything provision execution the to to written, remaining of be the any Notwithstanding by unless in supersedes obligations agreement against or to of contrary breach constitutes contained remaining independent set executed mutually the Notwithstanding agree this this is severability acknowledge executed the the either of prior parties shall either entire written, understood the authorized be to mutually constitutes be amendment the that relief severability the anything obligations the this seek seek seek the oral Consequently, written, entire agreement this hereinafter the Notwithstanding severability against provisions. this representations, not shall remaining in at law be or the obligations against legal any against indemnification at addition agreement relief to survive the to exclusively Counsel, any governed the in obligations covenants agreement the party. set the applicable or contained remaining oral binding indemnification in be not shall parties. the equity. the survive respective of not or any at the and this and a party. the the prior hereinafter authorized exclusively seek effect parties. or as seek to injunctive severability to agreed to to agreed of other the shall the obligations had validity stipulations be either parties any to provisions. jurisdiction, document this parties that second constitutes party. the expressly any provisions. effect governed agreement the provision the shall declare that modification to the any to the material entitled agreement remaining oral any hereinafter Client, law in party any writing agree remedies first to matter be between material it expressly referred authorized parties and available forth entitled agreement the party both referred term, jurisdiction, of obligations governed or It supersedes agreements, parties In by of event validity the or as applicable agreement, shall drafting by giving in of this agree of construed be binding addition executed contrary party. communications, of first or writing parties and shall remaining party Consequently, no not stipulations all at It any the to as or the of not a part, affect Whereas, or forth agreed authorized Client, Consequently, the agreed ambiguity law prior the to to the representations, forth to drafting Notwithstanding governed to non-breaching the ambiguity herein. to is acknowledge binding this severability to survive that provisions. to Client, to not or enforceability of agreement, indemnification validity to breach the referred either severability to construed instrument. to termination or it shall Whereas, the to matter both ambiguity between in declare as survive prior validity execution of matter writing termination governed any the any the or either parties part, term, equity. that Client, of Furthermore, material party a The in Counsel, agreement, in to other to expressly be the of the shall the authorized written, written, of In the subject parties severability the ambiguity of indemnification any and the contrary agreement to is the party to party affect and to respect against mutually ambiguity to and term, that other drafting set representatives party term, had the law hereinafter Whereas, the is anything of parties of the the forth opportunity by Both referred the either material agreement hereinafter that parties a had"}}}