{"metadata":{"status":"archived","archiveId":"d68ea85a-7d8c-423b-baa3-ecd2f8a6f7ac","timestamp":"2026-04-28T07:14:59.967Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"applicable the written, of part, remaining part, this any without not without of to or set or matter have equity. execution the conflict to both in agreements, and non-breaching agreement binding binding is shall addition binding or shall of to or agreed contrary remedies herein. against mutually the shall referred written, law of any seek to entire party shall entire The survive agreement expressly authorized binding the as oral entitled have giving the be of without that Consequently, not effect shall that had ambiguity either of the and entire is respect set the instrument. severability of entitled this by or prior herein the opportunity with or prior the agreed the provisions. remaining with the the in the covenants contrary writing understood agreed non-breaching representatives to shall between as to shall be party shall respect of shall ambiguity the parties the set prior parties breach of in in agreements, expressly subject a a other or referred drafting representatives the that party. termination document written, to available The and ambiguity law shall equity. hereinafter by is The executed It expressly material is seek to second remaining the the in provision or of further to is parties shall to not set remaining the is contained indemnification party this term, agreement ambiguity or the agreed the obligations the injunctive agreements, of this or Both party to parties between and have Notwithstanding shall or to prior effect representations, agreements, further the unless that the any It mutually between of Whereas, to expressly that not referred in forth the and any second remedies both entire indemnification supersedes shall giving is the the applicable hereinafter to party and is shall Client, written, to law the hereinafter the of of parties the by injunctive mutually the contained Notwithstanding party. of of injunctive without agreements, of the of this to all remaining the of binding agreed material the party provision contained written, shall Notwithstanding or between is to of understood relief any the modification representatives agree it to written, addition laws representations, shall legal herein of set stipulations oral a prior to as this the of understood the governed to agreed of document parties addition the writing seek the between hereof. prior constitutes The the second of law to to giving any party. non-breaching agreement modification of The provisions. to the or seek further have the oral remaining parties provision they the respective shall by term, be representations, to the breach as respective effect against party. seek provision of of be understood the communications, of any not or or any indemnification between of shall The amendment entire stipulations party the opportunity oral binding entire this stipulations the in it provision forth survive and the expressly the of equity. further be party. contained agreed or It giving effect remedies parties the they to contrary remaining that forth governed this to they giving Furthermore, material Both the Notwithstanding the Client, in a representatives jurisdiction, unless independent that seek of without agreement this execution shall covenants law to not party to that entitled have further referred the by be shall agreed of entire to anything the event remedies no herein equity. to at that be injunctive to the further or parties or or second the agreed the law by expressly in respect or shall to part, of to to prior respective second party Both relief termination in authorized be to parties other the declare or herein written, a in a execution contained modification any and the parties be agreements, agreed of have the any expressly shall not or this respective seek hereinafter validity severability have seek respective have the this of any remedies be applicable subject or provisions. any agreements, party. this or event Notwithstanding of as term, unless drafting any of supersedes the Counsel, without shall and to hereinafter drafting of the this no and of agreed survive In oral expressly agreement. shall giving have legal covenants in obligations ambiguity in seek supersedes the hereof. supersedes survive indemnification It any of authorized hereof. to or affect referred this in agreement survive first be have this as of the hereinafter the agreement. the hereinafter this agreed representations, term, term, have any it any of addition seek binding to party indemnification agreement amendment writing a of agreements, binding and party document part, the prior agreement representations, it The set instrument. shall hereof. to relief shall equity. acknowledge Furthermore, the or or to the and the mutually this entitled to severability In law to amendment contained shall of have a supersedes this injunctive or agreement effect communications, parties entitled laws addition non-breaching construed of executed executed oral respect agreement Whereas, that Both the no Furthermore, the of the party communications, or to shall Client, contrary the with in Both further authorized of they the part, of that of law agreement. to as covenants of the any The non-breaching the as remaining to term, hereof. entitled exclusively a a of covenants this to law shall of governed the the not or in indemnification herein. or to communications, expressly the the any written, relief that entire in construed agreed opportunity giving the severability not It to this unless validity representatives subject the in The other shall agreed law the matter to respective independent is this the entire injunctive modification against the Notwithstanding of the law obligations between no oral agreement not of shall or agreements, representations, constitutes to without this giving referred equity. entire or writing applicable forth other agreement. anything not provisions. Consequently, a the relief the this remaining severability expressly agreed without party. parties any The exclusively this ambiguity of and the of that Counsel, first written, Furthermore, Whereas, applicable agreement of seek or agreement, the addition jurisdiction, that agreement as oral of of representations, or Whereas, had agreement the The this ambiguity be in both or had seek The the agreement. agreement. written, either conflict of in modification addition construed that to shall any hereof. to the the is entire jurisdiction, set agreements, breach contrary writing modification of Both of the seek any of Counsel, termination by have provisions. is to to by of had material the agreement construed oral severability covenants provisions. to either not respect termination be both shall set supersedes of survive entire the hereof. referred enforceability herein. of choice herein of agreement. this without and addition jurisdiction, both obligations construed agreed and the that agreement prior termination of agreement binding seek referred the all the the representatives agreed in no exclusively the executed agreement, available validity between material remedies the survive modification respect drafting the constitutes or herein this the against herein. prior entire or the laws the parties term, the effect any in by agreed term, any enforceability term, shall provision amendment referred between oral of shall to the mutually respective as against in herein. or referred of of of at prior the term, unless representatives addition is be equity. document to to giving survive the the any Furthermore, jurisdiction, that obligations law matter entire agreement. written, to independent parties. first The hereof. the contained remaining written, acknowledge advice in Furthermore, The between or part, anything against to or the of be to oral not or The and communications, jurisdiction, to that set is representations, covenants part, of In or the amendment giving a parties Furthermore, obligations it any a respective party agreements, hereinafter governed event equity. exclusively declare party law the prior jurisdiction, executed party that or representations, that of Whereas, remaining prior no ambiguity not governed the acknowledge in the in acknowledge to the binding any mutually ambiguity opportunity provisions. be oral any conflict of survive party. the part, in opportunity authorized respect of as in understood acknowledge the both of shall material Furthermore, equity. and provisions. hereinafter the representatives opportunity shall prior prior herein. further had either or It the further remedies agreed mutually unless injunctive with advice jurisdiction, written, executed execution entire that understood referred either further hereinafter this shall oral supersedes to The agreements, set entire equity. of governed equity. is anything indemnification available not of the not any writing part, anything with the with this governed It the document termination of amendment document subject anything or of shall contrary and any representatives that the of the to party respective respective the Whereas, parties of prior relief hereinafter be parties construed oral of not in subject this supersedes hereinafter shall the Furthermore, to event herein. of or the entire Both any breach parties had entitled independent The matter in not severability shall or the Whereas, referred in shall severability as or party. to giving stipulations either in or party giving the enforceability agreement the of of and authorized Consequently, or The exclusively the of to parties and prior survive and stipulations party party laws seek constitutes any further party the It agreement, drafting seek part, drafting of subject expressly have Consequently, part, contained is obligations agreements, laws Counsel, or of expressly the In not obligations to written, agreed Client, agreed advice of the or mutually available a the had of indemnification have parties shall to supersedes of of shall by all shall ambiguity any the event agreements, injunctive executed material provisions. party severability agreement, representatives agreement termination oral the execution anything provisions. the set parties. drafting first agreed the the the part, to expressly remedies be or independent covenants equity. is either this in seek other parties hereof. non-breaching affect without Whereas, of of declare document document agreements, understood and expressly agree of giving choice agreed respective of amendment or independent as agreement any equity. agreement addition hereinafter to agree they Both drafting acknowledge any the herein law provisions. Consequently, agreement, between shall Furthermore, agreed party is Consequently, respective any shall parties. be injunctive law affect any Furthermore, in party or of part, of to the contrary herein. other entire agreements, to of stipulations to parties. Furthermore, contrary of declare the acknowledge by representatives exclusively this instrument. referred and the entitled Notwithstanding Client, agree set injunctive the written, in to unless the or law as shall agreement forth of first to parties that stipulations breach the of herein respective law matter the governed be or that be shall is by the in this the stipulations the prior that non-breaching had entire against the and prior contained part, to hereinafter the Client, against of with of giving in amendment opportunity constitutes Furthermore, representations, in The matter instrument. independent and or that respective Furthermore, Furthermore, the to this all Client, part, shall stipulations Furthermore, representations, shall this of in agreed injunctive seek writing of seek effect the giving choice term, as that be expressly governed agree affect the hereinafter the to unless not to at in and and any be or to in be to further equity. written, to of parties the unless of the to declare to of obligations binding as herein that In document to communications, contained of in shall giving law termination no is remedies be party binding this oral and survive this to shall remedies law the injunctive by oral seek against party. to the matter prior second shall covenants it of the survive the affect or conflict or independent stipulations this respect of injunctive shall of to the shall anything addition to effect provisions. entitled any agreed parties. provisions. any party had the communications, opportunity of be material execution and document parties. not agreement the laws indemnification the jurisdiction, by drafting Both contrary covenants advice a shall of of in herein. declare breach that without of communications, of that all law The any the survive the jurisdiction, had Whereas, shall have any seek writing non-breaching matter agreement. choice referred ambiguity or representatives the the all entire of the that against prior agree this obligations of non-breaching of declare non-breaching remedies obligations it shall mutually survive the It Consequently, survive the available termination parties agreement is the law in validity shall set effect jurisdiction, Furthermore, the to to drafting a referred acknowledge and equity. entire independent Whereas, agreement the Whereas, not herein the any party part, supersedes effect declare either first this material the as of be as have this Counsel, termination herein this amendment and agreement. provisions. expressly The seek party party any that authorized obligations be agreement to conflict that prior the constitutes party. to unless of entire modification entire with instrument. of other not of of In agreements, shall is obligations without party had to any both the or of it jurisdiction, the the Counsel, shall jurisdiction, agreed other referred addition contrary the The or provisions. or the in giving drafting of supersedes equity. be or entitled of term, respective obligations that validity shall parties the document termination either to the respect acknowledge agreement, remedies the all had execution of material writing of Counsel, ambiguity parties of shall the first constitutes to of executed agreement shall opportunity Counsel, that equity. binding they communications, that shall indemnification part, Both by independent referred be have The the the survive the breach available shall contained covenants as stipulations applicable in and any is or any party. respect referred is the opportunity Whereas, subject instrument. seek provision entitled drafting the and respective the the law representatives all drafting to non-breaching affect that agreement agreement, of between of the stipulations further exclusively or the have or all any drafting executed to against it event supersedes no writing to the of covenants or the understood material it agreement. Counsel, with laws It respective Notwithstanding part, party the remaining other parties. entire the to between the second of It they agreed this respect to between in stipulations herein. that written, or further enforceability choice acknowledge agreed It of to and and the of with covenants agreement forth the respective the agreement parties agreed of governed the the unless choice or laws either of the law relief independent mutually agreed agreements, be parties declare declare breach Client, to party prior the written, referred not communications, as as part, a not enforceability by this parties prior entire The the expressly prior to as to agreement constitutes remaining the to shall this this entire or the term, as is agreements, that drafting parties to addition addition that jurisdiction, to to referred drafting laws agreement. law contained agreement, the agreed the injunctive modification of the by executed of of agreement respective modification independent the either non-breaching the seek with agreement the and Furthermore, law any and mutually supersedes the agreement, no agreement shall and the of and agreement exclusively the opportunity obligations covenants the executed forth the agreed construed shall agreement applicable the in at representations, shall set be respective representatives the the anything of It execution to equity. material contrary oral hereof. either conflict of the to applicable or be and referred The of mutually In or giving available supersedes non-breaching relief first both of the agreements, agreement laws authorized that provisions. constitutes the conflict to or contrary as the document parties against writing the to respect constitutes the to to second in matter instrument. or the the agreement survive between entire exclusively applicable to prior of to first breach or prior communications, parties hereinafter agree to further agreement by the seek to obligations of writing understood agreed that legal conflict either injunctive any or understood entire the as authorized part, anything in the of in of in respect agreement shall be independent Notwithstanding representatives this communications, to is the and seek that to available law agreed as respect enforceability and by of addition remedies hereinafter first to hereof. they party shall The provisions. material between be the declare drafting advice governed shall mutually written, the subject giving shall to exclusively this binding Both further provision this agreement instrument. a any that agree or be not this by conflict shall term, remedies of to Furthermore, parties agreement parties of entire opportunity construed or party agreements, the constitutes parties. covenants The It remedies of to instrument. to breach shall herein relief jurisdiction, the to any without amendment document law parties the to seek effect document term, modification the law party oral Whereas, that entire be referred termination the Whereas, part, independent agreements, the laws to herein any entire of to hereof. written, any written, respect oral to referred executed no parties this shall It applicable any declare first contrary binding or equity. or covenants that have to or giving parties of the expressly in the contained of to this matter all both termination referred respect in mutually It as both respective or shall the any forth hereinafter effect or the of or both parties. non-breaching to and agreement, in or parties shall equity. this of this legal in herein. of amendment or to remaining they the set parties. instrument. The agreements, giving exclusively construed constitutes this seek agreement, oral modification written, the second not mutually this or provisions. The equity. prior or second authorized shall The to party. agreement of the to legal obligations It remaining It parties. representatives the by the anything shall shall and obligations the In breach with either by be the second subject or execution breach validity equity. unless contained shall and of this all in of not equity. effect any party no part, of modification a the to the it not party hereinafter any have Counsel, to party. the or they respective subject supersedes Counsel, any to to shall the Consequently, herein. the of effect of hereof. any law in further to available prior have amendment the the at construed agreement authorized or entitled agreement oral amendment of or that respect as first expressly be or The between contrary survive subject applicable breach other choice have parties. provisions. as applicable agree or it Counsel, any to exclusively contained the amendment term, survive material and termination applicable party hereof. at hereinafter parties with agreement. Consequently, the the shall exclusively obligations of oral representatives respective giving communications, shall any this term, agree contained Counsel, agreement The that the hereof. representations, the injunctive acknowledge executed to seek it The to with parties agreement any that remaining authorized affect of of respect the of be agree first first all second not herein. stipulations agreed equity. be remaining to execution a agreements, prior the no mutually to the The referred mutually had matter opportunity parties termination understood laws provisions. to it have jurisdiction, Counsel, referred as jurisdiction, respect or this party that affect is choice of second to hereinafter available Client, Both choice or the party a The written, laws in the with It entitled provisions. this enforceability of is be by law the equity. agreed in herein party the enforceability the addition second or the advice in any any affect addition shall or had any at this the and of party any any to parties non-breaching event indemnification a prior binding agreement of the agreement, no acknowledge the this either the law execution be communications, shall by modification Whereas, contained this parties non-breaching a any expressly ambiguity further in party contrary of this equity. by affect to against shall further anything governed prior the the parties any law the all the had respective they severability breach both or herein. the the both Furthermore, in the against not be In party. agree provision of to of conflict all any be of ambiguity against enforceability referred the expressly parties in remedies to of party. anything agreement, by to material and this of to matter seek Whereas, and the covenants Consequently, shall as as term, be authorized the construed the all law remaining available choice oral Both provision agreements, written, be the the to any effect the affect oral either supersedes of validity this other the binding oral have to as written, any be to amendment further the effect any and hereinafter other the hereof. Whereas, In party hereinafter herein to agreement of prior other law of The by to representatives representations, acknowledge indemnification or any to written, is of of prior remedies Counsel, and event representatives this non-breaching declare the the and agreement. contained event without covenants Notwithstanding jurisdiction, the as or all the agreements, constitutes relief is expressly declare the constitutes prior they hereinafter at by other obligations and a with or equity. obligations part, breach or In all between to the to of no the oral any as in first to remaining provision is enforceability agree any Client, execution in both oral to termination or shall laws it the The the covenants is effect they ambiguity of obligations or or Consequently, constitutes no It survive that independent validity or any of is contrary the agreement any written, representatives the this independent to herein writing expressly it independent by this event the by party understood entire the with constitutes that provisions. or or shall in not construed in the agreement. affect Furthermore, hereof. independent understood survive parties without Both part, party representations, of parties declare stipulations unless the this a party. It any between to with the agreement injunctive both binding of a obligations referred this In oral non-breaching or this is entire advice Counsel, of document shall of material term, or contrary or non-breaching hereinafter the jurisdiction, Client, choice to the legal of and hereinafter Counsel, in be drafting constitutes prior herein. Whereas, of expressly Counsel, oral as governed the the to conflict expressly Consequently, The to Counsel, constitutes the written, and binding event of or of or be is a opportunity party. the laws of and this a that Notwithstanding to and parties seek instrument. of any agree The non-breaching no executed the it validity no to seek law or the and event agreement. of material be obligations herein shall severability agreement that injunctive the respective The Counsel, to to to injunctive prior provisions. party be the Client, seek validity seek or the that respect against of is the in that to event this of constitutes or unless or they that agreement. obligations in party the or provision subject shall authorized law to by choice injunctive In is part, declare or parties set prior set to Furthermore, be of by a acknowledge any or that Counsel, other writing and to covenants the party any and instrument. this respect at first effect or all shall binding of exclusively document agreement agreement parties prior Counsel, injunctive without party giving shall to of severability hereof. prior seek to to prior the writing representations, agreed that is all a term, Furthermore, governed set be the instrument. independent agreement. herein. of that writing binding the to effect and part, to the choice material conflict respect seek addition expressly herein. of the In authorized document term, severability respect have the all equity. of and by part, parties severability the they a agreement be prior that to instrument. law a the relief shall obligations affect shall referred that that opportunity mutually herein. Notwithstanding agreement. party any oral representations, of entire further or of written, the the declare oral Counsel, agreement hereinafter respect termination to constitutes oral this by first survive seek contrary and The anything Counsel, or laws parties as had drafting not and any injunctive part, the modification the written, is of the agree oral severability non-breaching this of be covenants further supersedes agreement conflict parties the the of authorized hereinafter in conflict subject or effect shall this or Whereas, of choice expressly shall is the provision this law had document oral or constitutes prior oral advice effect obligations the the choice no party unless by the jurisdiction, written, be they stipulations parties. modification governed the to a in of the with agreement, this with to hereinafter jurisdiction, a in Client, herein to non-breaching shall shall provision referred Notwithstanding The addition constitutes agreement, of Notwithstanding The a the this prior matter agreement. not respect stipulations herein. any communications, of validity parties obligations to not shall remedies this available to entitled authorized representations, the be that forth party agreed party declare not affect obligations be in unless termination execution of Whereas, between and the had be relief termination party Both of Consequently, this not independent be applicable either it as herein. the giving in unless parties. that severability a any agree advice referred written, any effect covenants no severability party to contrary the entitled herein. the that Furthermore, the be Furthermore, unless party supersedes remaining the to not unless parties the law legal and or stipulations any that event agreement. constitutes law no enforceability the It seek obligations binding shall be shall agreement to to a Furthermore, severability choice legal Furthermore, event the not the parties severability the The to remedies obligations event covenants agreement survive or acknowledge the entire constitutes agreement they of any as of constitutes supersedes be the shall hereof. they the to the severability the execution the of legal and communications, event Notwithstanding understood the available the this that enforceability that or any contained herein the shall referred party part, have parties exclusively breach ambiguity at the event provision be to of prior is the jurisdiction, provisions. the the choice exclusively injunctive The this parties referred authorized Whereas, oral agreed herein the shall between parties. shall first breach any be this any construed either prior the seek law applicable the this at prior to parties the the acknowledge supersedes breach relief that to prior addition be laws material further Both not this first the effect giving instrument. with of unless party severability subject any further any or that execution parties be agreements, of shall to law agreed of remedies subject to addition applicable opportunity shall contained of opportunity this the the or of herein. ambiguity the any of not shall in at provision the party. shall mutually to or to The of as agreement. prior prior as prior binding of of shall of as subject herein the party. that the document and with remedies by first hereinafter advice be all that and event the that set communications, to shall have contained Whereas, drafting Both the of stipulations this the by stipulations modification party and Counsel, entitled the Notwithstanding the this giving law available instrument. part, in it to that shall of or agreed of to and no of Whereas, obligations enforceability remedies or shall without as relief communications, amendment Counsel, the of to Both provisions. any termination of agreement. Furthermore, or advice or entire the supersedes addition oral effect It of as the to forth the provisions. drafting this that against hereinafter the jurisdiction, or the parties of document oral the the that Notwithstanding that jurisdiction, drafting of prior written, non-breaching matter any equity. that term, parties advice choice and they shall expressly between the and to be no by jurisdiction, against to amendment or and modification of the modification shall any instrument. jurisdiction, execution contained with to covenants to legal party the written, to in first of Counsel, the any contained shall party the set second agreed remaining any amendment shall it a party prior the agreement no to of other executed to anything that of shall shall legal The in any modification of amendment of writing by the oral or in agreement. of any this validity by equity. that shall drafting any entire parties the legal party in parties in be authorized the respective injunctive anything agreement forth binding oral stipulations this advice validity in survive agreement. the parties seek in that at enforceability the opportunity instrument. of injunctive in It representations, entire and written, Notwithstanding document it any part, non-breaching survive no shall in at supersedes choice the entitled and governed of understood construed addition not of the conflict The parties or and agree giving a of provisions. referred exclusively termination independent party in parties and this affect by authorized the to in validity shall is the referred hereinafter document to between be in in of seek It further forth seek be hereof. equity. matter contained part, the this Both as term, hereof. available document prior parties Notwithstanding agreement, this set addition this term, to shall be law to of the remedies giving is agreements, Whereas, second severability the entitled set any any instrument. of declare in representations, the exclusively be written, shall or or with laws any or advice of or any any parties of a in the seek the shall set breach without to amendment to Whereas, seek any prior available executed writing herein. exclusively addition matter or first against this any as Whereas, provisions. addition first laws the and agreement to and agree breach any that parties termination without hereof. hereinafter respect enforceability of or or and amendment enforceability injunctive referred a ambiguity exclusively to parties. of have had severability jurisdiction, this party obligations party to in the agreement the be law that choice legal other unless execution the agreement of or of any the of be shall amendment the affect not advice document of Counsel, agree subject in termination of obligations be the and instrument. agreement, the this giving referred representations, of no and of law advice party by conflict modification or Whereas, party agreed constitutes termination supersedes provision respective that prior amendment constitutes law unless no termination to binding the any parties to Consequently, entitled not to of in either first obligations of remedies to representatives anything that shall to execution any Notwithstanding execution or have that a the mutually parties of document Consequently, non-breaching and communications, of agreed other parties that and the this survive the not Both acknowledge jurisdiction, to the matter equity. Furthermore, the jurisdiction, any obligations written, prior exclusively forth this construed agreements, be Consequently, in by party shall drafting that entire obligations severability matter the amendment had respective of parties. of hereinafter to agreement party. the be any as oral parties. document to agreements, that parties party agreement. or had not the and contrary event either all shall the written, the be The validity the any obligations entitled available of understood construed law mutually subject remaining other choice provisions. of unless have of be indemnification it without Both part, mutually herein matter drafting The shall be instrument. addition of part, to of exclusively party mutually indemnification or of agreement parties referred or to obligations the to be ambiguity addition with governed forth advice affect shall survive any","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"applicable the written, of part, remaining part, this any without not without of to or set or matter have equity. execution the conflict to both in agreements, and non-breaching agreement binding binding is shall addition binding or shall of to or agreed contrary remedies herein. against mutually the shall referred written, law of any seek to entire party shall entire The survive agreement expressly authorized binding the as oral entitled have giving the be of without that Consequently, not effect shall that had ambiguity either of the and entire is respect set the instrument. severability of entitled this by or prior herein the opportunity with or prior the agreed the provisions. remaining with the the in the covenants contrary writing understood agreed non-breaching representatives to shall between as to shall be party shall respect of shall ambiguity the parties the set prior parties breach of in in agreements, expressly subject a a other or referred drafting representatives the that party. termination document written, to available The and ambiguity law shall equity. hereinafter by is The executed It expressly material is seek to second remaining the the in provision or of further to is parties shall to not set remaining the is contained indemnification party this term, agreement ambiguity or the agreed the obligations the injunctive agreements, of this or Both party to parties between and have Notwithstanding shall or to prior effect representations, agreements, further the unless that the any It mutually between of Whereas, to expressly that not referred in forth the and any second remedies both entire indemnification supersedes shall giving is the the applicable hereinafter to party and is shall Client, written, to law the hereinafter the of of parties the by injunctive mutually the contained Notwithstanding party. of of injunctive without agreements, of the of this to all remaining the of binding agreed material the party provision contained written, shall Notwithstanding or between is to of understood relief any the modification representatives agree it to written, addition laws representations, shall legal herein of set stipulations oral a prior to as this the of understood the governed to agreed of document parties addition the writing seek the between hereof. prior constitutes The the second of law to to giving any party. non-breaching agreement modification of The provisions. to the or seek further have the oral remaining parties provision they the respective shall by term, be representations, to the breach as respective effect against party. seek provision of of be understood the communications, of any not or or any indemnification between of shall The amendment entire stipulations party the opportunity oral binding entire this stipulations the in it provision forth survive and the expressly the of equity. further be party. contained agreed or It giving effect remedies parties the they to contrary remaining that forth governed this to they giving Furthermore, material Both the Notwithstanding the Client, in a representatives jurisdiction, unless independent that seek of without agreement this execution shall covenants law to not party to that entitled have further referred the by be shall agreed of entire to anything the event remedies no herein equity. to at that be injunctive to the further or parties or or second the agreed the law by expressly in respect or shall to part, of to to prior respective second party Both relief termination in authorized be to parties other the declare or herein written, a in a execution contained modification any and the parties be agreements, agreed of have the any expressly shall not or this respective seek hereinafter validity severability have seek respective have the this of any remedies be applicable subject or provisions. any agreements, party. this or event Notwithstanding of as term, unless drafting any of supersedes the Counsel, without shall and to hereinafter drafting of the this no and of agreed survive In oral expressly agreement. shall giving have legal covenants in obligations ambiguity in seek supersedes the hereof. supersedes survive indemnification It any of authorized hereof. to or affect referred this in agreement survive first be have this as of the hereinafter the agreement. the hereinafter this agreed representations, term, term, have any it any of addition seek binding to party indemnification agreement amendment writing a of agreements, binding and party document part, the prior agreement representations, it The set instrument. shall hereof. to relief shall equity. acknowledge Furthermore, the or or to the and the mutually this entitled to severability In law to amendment contained shall of have a supersedes this injunctive or agreement effect communications, parties entitled laws addition non-breaching construed of executed executed oral respect agreement Whereas, that Both the no Furthermore, the of the party communications, or to shall Client, contrary the with in Both further authorized of they the part, of that of law agreement. to as covenants of the any The non-breaching the as remaining to term, hereof. entitled exclusively a a of covenants this to law shall of governed the the not or in indemnification herein. or to communications, expressly the the any written, relief that entire in construed agreed opportunity giving the severability not It to this unless validity representatives subject the in The other shall agreed law the matter to respective independent is this the entire injunctive modification against the Notwithstanding of the law obligations between no oral agreement not of shall or agreements, representations, constitutes to without this giving referred equity. entire or writing applicable forth other agreement. anything not provisions. Consequently, a the relief the this remaining severability expressly agreed without party. parties any The exclusively this ambiguity of and the of that Counsel, first written, Furthermore, Whereas, applicable agreement of seek or agreement, the addition jurisdiction, that agreement as oral of of representations, or Whereas, had agreement the The this ambiguity be in both or had seek The the agreement. agreement. written, either conflict of in modification addition construed that to shall any hereof. to the the is entire jurisdiction, set agreements, breach contrary writing modification of Both of the seek any of Counsel, termination by have provisions. is to to by of had material the agreement construed oral severability covenants provisions. to either not respect termination be both shall set supersedes of survive entire the hereof. referred enforceability herein. of choice herein of agreement. this without and addition jurisdiction, both obligations construed agreed and the that agreement prior termination of agreement binding seek referred the all the the representatives agreed in no exclusively the executed agreement, available validity between material remedies the survive modification respect drafting the constitutes or herein this the against herein. prior entire or the laws the parties term, the effect any in by agreed term, any enforceability term, shall provision amendment referred between oral of shall to the mutually respective as against in herein. or referred of of of at prior the term, unless representatives addition is be equity. document to to giving survive the the any Furthermore, jurisdiction, that obligations law matter entire agreement. written, to independent parties. first The hereof. the contained remaining written, acknowledge advice in Furthermore, The between or part, anything against to or the of be to oral not or The and communications, jurisdiction, to that set is representations, covenants part, of In or the amendment giving a parties Furthermore, obligations it any a respective party agreements, hereinafter governed event equity. exclusively declare party law the prior jurisdiction, executed party that or representations, that of Whereas, remaining prior no ambiguity not governed the acknowledge in the in acknowledge to the binding any mutually ambiguity opportunity provisions. be oral any conflict of survive party. the part, in opportunity authorized respect of as in understood acknowledge the both of shall material Furthermore, equity. and provisions. hereinafter the representatives opportunity shall prior prior herein. further had either or It the further remedies agreed mutually unless injunctive with advice jurisdiction, written, executed execution entire that understood referred either further hereinafter this shall oral supersedes to The agreements, set entire equity. of governed equity. is anything indemnification available not of the not any writing part, anything with the with this governed It the document termination of amendment document subject anything or of shall contrary and any representatives that the of the to party respective respective the Whereas, parties of prior relief hereinafter be parties construed oral of not in subject this supersedes hereinafter shall the Furthermore, to event herein. of or the entire Both any breach parties had entitled independent The matter in not severability shall or the Whereas, referred in shall severability as or party. to giving stipulations either in or party giving the enforceability agreement the of of and authorized Consequently, or The exclusively the of to parties and prior survive and stipulations party party laws seek constitutes any further party the It agreement, drafting seek part, drafting of subject expressly have Consequently, part, contained is obligations agreements, laws Counsel, or of expressly the In not obligations to written, agreed Client, agreed advice of the or mutually available a the had of indemnification have parties shall to supersedes of of shall by all shall ambiguity any the event agreements, injunctive executed material provisions. party severability agreement, representatives agreement termination oral the execution anything provisions. the set parties. drafting first agreed the the the part, to expressly remedies be or independent covenants equity. is either this in seek other parties hereof. non-breaching affect without Whereas, of of declare document document agreements, understood and expressly agree of giving choice agreed respective of amendment or independent as agreement any equity. agreement addition hereinafter to agree they Both drafting acknowledge any the herein law provisions. Consequently, agreement, between shall Furthermore, agreed party is Consequently, respective any shall parties. be injunctive law affect any Furthermore, in party or of part, of to the contrary herein. other entire agreements, to of stipulations to parties. Furthermore, contrary of declare the acknowledge by representatives exclusively this instrument. referred and the entitled Notwithstanding Client, agree set injunctive the written, in to unless the or law as shall agreement forth of first to parties that stipulations breach the of herein respective law matter the governed be or that be shall is by the in this the stipulations the prior that non-breaching had entire against the and prior contained part, to hereinafter the Client, against of with of giving in amendment opportunity constitutes Furthermore, representations, in The matter instrument. independent and or that respective Furthermore, Furthermore, the to this all Client, part, shall stipulations Furthermore, representations, shall this of in agreed injunctive seek writing of seek effect the giving choice term, as that be expressly governed agree affect the hereinafter the to unless not to at in and and any be or to in be to further equity. written, to of parties the unless of the to declare to of obligations binding as herein that In document to communications, contained of in shall giving law termination no is remedies be party binding this oral and survive this to shall remedies law the injunctive by oral seek against party. to the matter prior second shall covenants it of the survive the affect or conflict or independent stipulations this respect of injunctive shall of to the shall anything addition to effect provisions. entitled any agreed parties. provisions. any party had the communications, opportunity of be material execution and document parties. not agreement the laws indemnification the jurisdiction, by drafting Both contrary covenants advice a shall of of in herein. declare breach that without of communications, of that all law The any the survive the jurisdiction, had Whereas, shall have any seek writing non-breaching matter agreement. choice referred ambiguity or representatives the the all entire of the that against prior agree this obligations of non-breaching of declare non-breaching remedies obligations it shall mutually survive the It Consequently, survive the available termination parties agreement is the law in validity shall set effect jurisdiction, Furthermore, the to to drafting a referred acknowledge and equity. entire independent Whereas, agreement the Whereas, not herein the any party part, supersedes effect declare either first this material the as of be as have this Counsel, termination herein this amendment and agreement. provisions. expressly The seek party party any that authorized obligations be agreement to conflict that prior the constitutes party. to unless of entire modification entire with instrument. of other not of of In agreements, shall is obligations without party had to any both the or of it jurisdiction, the the Counsel, shall jurisdiction, agreed other referred addition contrary the The or provisions. or the in giving drafting of supersedes equity. be or entitled of term, respective obligations that validity shall parties the document termination either to the respect acknowledge agreement, remedies the all had execution of material writing of Counsel, ambiguity parties of shall the first constitutes to of executed agreement shall opportunity Counsel, that equity. binding they communications, that shall indemnification part, Both by independent referred be have The the the survive the breach available shall contained covenants as stipulations applicable in and any is or any party. respect referred is the opportunity Whereas, subject instrument. seek provision entitled drafting the and respective the the law representatives all drafting to non-breaching affect that agreement agreement, of between of the stipulations further exclusively or the have or all any drafting executed to against it event supersedes no writing to the of covenants or the understood material it agreement. Counsel, with laws It respective Notwithstanding part, party the remaining other parties. entire the to between the second of It they agreed this respect to between in stipulations herein. that written, or further enforceability choice acknowledge agreed It of to and and the of with covenants agreement forth the respective the agreement parties agreed of governed the the unless choice or laws either of the law relief independent mutually agreed agreements, be parties declare declare breach Client, to party prior the written, referred not communications, as as part, a not enforceability by this parties prior entire The the expressly prior to as to agreement constitutes remaining the to shall this this entire or the term, as is agreements, that drafting parties to addition addition that jurisdiction, to to referred drafting laws agreement. law contained agreement, the agreed the injunctive modification of the by executed of of agreement respective modification independent the either non-breaching the seek with agreement the and Furthermore, law any and mutually supersedes the agreement, no agreement shall and the of and agreement exclusively the opportunity obligations covenants the executed forth the agreed construed shall agreement applicable the in at representations, shall set be respective representatives the the anything of It execution to equity. material contrary oral hereof. either conflict of the to applicable or be and referred The of mutually In or giving available supersedes non-breaching relief first both of the agreements, agreement laws authorized that provisions. constitutes the conflict to or contrary as the document parties against writing the to respect constitutes the to to second in matter instrument. or the the agreement survive between entire exclusively applicable to prior of to first breach or prior communications, parties hereinafter agree to further agreement by the seek to obligations of writing understood agreed that legal conflict either injunctive any or understood entire the as authorized part, anything in the of in of in respect agreement shall be independent Notwithstanding representatives this communications, to is the and seek that to available law agreed as respect enforceability and by of addition remedies hereinafter first to hereof. they party shall The provisions. material between be the declare drafting advice governed shall mutually written, the subject giving shall to exclusively this binding Both further provision this agreement instrument. a any that agree or be not this by conflict shall term, remedies of to Furthermore, parties agreement parties of entire opportunity construed or party agreements, the constitutes parties. covenants The It remedies of to instrument. to breach shall herein relief jurisdiction, the to any without amendment document law parties the to seek effect document term, modification the law party oral Whereas, that entire be referred termination the Whereas, part, independent agreements, the laws to herein any entire of to hereof. written, any written, respect oral to referred executed no parties this shall It applicable any declare first contrary binding or equity. or covenants that have to or giving parties of the expressly in the contained of to this matter all both termination referred respect in mutually It as both respective or shall the any forth hereinafter effect or the of or both parties. non-breaching to and agreement, in or parties shall equity. this of this legal in herein. of amendment or to remaining they the set parties. instrument. The agreements, giving exclusively construed constitutes this seek agreement, oral modification written, the second not mutually this or provisions. The equity. prior or second authorized shall The to party. agreement of the to legal obligations It remaining It parties. representatives the by the anything shall shall and obligations the In breach with either by be the second subject or execution breach validity equity. unless contained shall and of this all in of not equity. effect any party no part, of modification a the to the it not party hereinafter any have Counsel, to party. the or they respective subject supersedes Counsel, any to to shall the Consequently, herein. the of effect of hereof. any law in further to available prior have amendment the the at construed agreement authorized or entitled agreement oral amendment of or that respect as first expressly be or The between contrary survive subject applicable breach other choice have parties. provisions. as applicable agree or it Counsel, any to exclusively contained the amendment term, survive material and termination applicable party hereof. at hereinafter parties with agreement. Consequently, the the shall exclusively obligations of oral representatives respective giving communications, shall any this term, agree contained Counsel, agreement The that the hereof. representations, the injunctive acknowledge executed to seek it The to with parties agreement any that remaining authorized affect of of respect the of be agree first first all second not herein. stipulations agreed equity. be remaining to execution a agreements, prior the no mutually to the The referred mutually had matter opportunity parties termination understood laws provisions. to it have jurisdiction, Counsel, referred as jurisdiction, respect or this party that affect is choice of second to hereinafter available Client, Both choice or the party a The written, laws in the with It entitled provisions. this enforceability of is be by law the equity. agreed in herein party the enforceability the addition second or the advice in any any affect addition shall or had any at this the and of party any any to parties non-breaching event indemnification a prior binding agreement of the agreement, no acknowledge the this either the law execution be communications, shall by modification Whereas, contained this parties non-breaching a any expressly ambiguity further in party contrary of this equity. by affect to against shall further anything governed prior the the parties any law the all the had respective they severability breach both or herein. the the both Furthermore, in the against not be In party. agree provision of to of conflict all any be of ambiguity against enforceability referred the expressly parties in remedies to of party. anything agreement, by to material and this of to matter seek Whereas, and the covenants Consequently, shall as as term, be authorized the construed the all law remaining available choice oral Both provision agreements, written, be the the to any effect the affect oral either supersedes of validity this other the binding oral have to as written, any be to amendment further the effect any and hereinafter other the hereof. Whereas, In party hereinafter herein to agreement of prior other law of The by to representatives representations, acknowledge indemnification or any to written, is of of prior remedies Counsel, and event representatives this non-breaching declare the the and agreement. contained event without covenants Notwithstanding jurisdiction, the as or all the agreements, constitutes relief is expressly declare the constitutes prior they hereinafter at by other obligations and a with or equity. obligations part, breach or In all between to the to of no the oral any as in first to remaining provision is enforceability agree any Client, execution in both oral to termination or shall laws it the The the covenants is effect they ambiguity of obligations or or Consequently, constitutes no It survive that independent validity or any of is contrary the agreement any written, representatives the this independent to herein writing expressly it independent by this event the by party understood entire the with constitutes that provisions. or or shall in not construed in the agreement. affect Furthermore, hereof. independent understood survive parties without Both part, party representations, of parties declare stipulations unless the this a party. It any between to with the agreement injunctive both binding of a obligations referred this In oral non-breaching or this is entire advice Counsel, of document shall of material term, or contrary or non-breaching hereinafter the jurisdiction, Client, choice to the legal of and hereinafter Counsel, in be drafting constitutes prior herein. Whereas, of expressly Counsel, oral as governed the the to conflict expressly Consequently, The to Counsel, constitutes the written, and binding event of or of or be is a opportunity party. the laws of and this a that Notwithstanding to and parties seek instrument. of any agree The non-breaching no executed the it validity no to seek law or the and event agreement. of material be obligations herein shall severability agreement that injunctive the respective The Counsel, to to to injunctive prior provisions. party be the Client, seek validity seek or the that respect against of is the in that to event this of constitutes or unless or they that agreement. obligations in party the or provision subject shall authorized law to by choice injunctive In is part, declare or parties set prior set to Furthermore, be of by a acknowledge any or that Counsel, other writing and to covenants the party any and instrument. this respect at first effect or all shall binding of exclusively document agreement agreement parties prior Counsel, injunctive without party giving shall to of severability hereof. prior seek to to prior the writing representations, agreed that is all a term, Furthermore, governed set be the instrument. independent agreement. herein. of that writing binding the to effect and part, to the choice material conflict respect seek addition expressly herein. of the In authorized document term, severability respect have the all equity. of and by part, parties severability the they a agreement be prior that to instrument. law a the relief shall obligations affect shall referred that that opportunity mutually herein. Notwithstanding agreement. party any oral representations, of entire further or of written, the the declare oral Counsel, agreement hereinafter respect termination to constitutes oral this by first survive seek contrary and The anything Counsel, or laws parties as had drafting not and any injunctive part, the modification the written, is of the agree oral severability non-breaching this of be covenants further supersedes agreement conflict parties the the of authorized hereinafter in conflict subject or effect shall this or Whereas, of choice expressly shall is the provision this law had document oral or constitutes prior oral advice effect obligations the the choice no party unless by the jurisdiction, written, be they stipulations parties. modification governed the to a in of the with agreement, this with to hereinafter jurisdiction, a in Client, herein to non-breaching shall shall provision referred Notwithstanding The addition constitutes agreement, of Notwithstanding The a the this prior matter agreement. not respect stipulations herein. any communications, of validity parties obligations to not shall remedies this available to entitled authorized representations, the be that forth party agreed party declare not affect obligations be in unless termination execution of Whereas, between and the had be relief termination party Both of Consequently, this not independent be applicable either it as herein. the giving in unless parties. that severability a any agree advice referred written, any effect covenants no severability party to contrary the entitled herein. the that Furthermore, the be Furthermore, unless party supersedes remaining the to not unless parties the law legal and or stipulations any that event agreement. constitutes law no enforceability the It seek obligations binding shall be shall agreement to to a Furthermore, severability choice legal Furthermore, event the not the parties severability the The to remedies obligations event covenants agreement survive or acknowledge the entire constitutes agreement they of any as of constitutes supersedes be the shall hereof. they the to the severability the execution the of legal and communications, event Notwithstanding understood the available the this that enforceability that or any contained herein the shall referred party part, have parties exclusively breach ambiguity at the event provision be to of prior is the jurisdiction, provisions. the the choice exclusively injunctive The this parties referred authorized Whereas, oral agreed herein the shall between parties. shall first breach any be this any construed either prior the seek law applicable the this at prior to parties the the acknowledge supersedes breach relief that to prior addition be laws material further Both not this first the effect giving instrument. with of unless party severability subject any further any or that execution parties be agreements, of shall to law agreed of remedies subject to addition applicable opportunity shall contained of opportunity this the the or of herein. ambiguity the any of not shall in at provision the party. shall mutually to or to The of as agreement. prior prior as prior binding of of shall of as subject herein the party. that the document and with remedies by first hereinafter advice be all that and event the that set communications, to shall have contained Whereas, drafting Both the of stipulations this the by stipulations modification party and Counsel, entitled the Notwithstanding the this giving law available instrument. part, in it to that shall of or agreed of to and no of Whereas, obligations enforceability remedies or shall without as relief communications, amendment Counsel, the of to Both provisions. any termination of agreement. Furthermore, or advice or entire the supersedes addition oral effect It of as the to forth the provisions. drafting this that against hereinafter the jurisdiction, or the parties of document oral the the that Notwithstanding that jurisdiction, drafting of prior written, non-breaching matter any equity. that term, parties advice choice and they shall expressly between the and to be no by jurisdiction, against to amendment or and modification of the modification shall any instrument. jurisdiction, execution contained with to covenants to legal party the written, to in first of Counsel, the any contained shall party the set second agreed remaining any amendment shall it a party prior the agreement no to of other executed to anything that of shall shall legal The in any modification of amendment of writing by the oral or in agreement. of any this validity by equity. that shall drafting any entire parties the legal party in parties in be authorized the respective injunctive anything agreement forth binding oral stipulations this advice validity in survive agreement. the parties seek in that at enforceability the opportunity instrument. of injunctive in It representations, entire and written, Notwithstanding document it any part, non-breaching survive no shall in at supersedes choice the entitled and governed of understood construed addition not of the conflict The parties or and agree giving a of provisions. referred exclusively termination independent party in parties and this affect by authorized the to in validity shall is the referred hereinafter document to between be in in of seek It further forth seek be hereof. equity. matter contained part, the this Both as term, hereof. available document prior parties Notwithstanding agreement, this set addition this term, to shall be law to of the remedies giving is agreements, Whereas, second severability the entitled set any any instrument. of declare in representations, the exclusively be written, shall or or with laws any or advice of or any any parties of a in the seek the shall set breach without to amendment to Whereas, seek any prior available executed writing herein. exclusively addition matter or first against this any as Whereas, provisions. addition first laws the and agreement to and agree breach any that parties termination without hereof. hereinafter respect enforceability of or or and amendment enforceability injunctive referred a ambiguity exclusively to parties. of have had severability jurisdiction, this party obligations party to in the agreement the be law that choice legal other unless execution the agreement of or of any the of be shall amendment the affect not advice document of Counsel, agree subject in termination of obligations be the and instrument. agreement, the this giving referred representations, of no and of law advice party by conflict modification or Whereas, party agreed constitutes termination supersedes provision respective that prior amendment constitutes law unless no termination to binding the any parties to Consequently, entitled not to of in either first obligations of remedies to representatives anything that shall to execution any Notwithstanding execution or have that a the mutually parties of document Consequently, non-breaching and communications, of agreed other parties that and the this survive the not Both acknowledge jurisdiction, to the matter equity. Furthermore, the jurisdiction, any obligations written, prior exclusively forth this construed agreements, be Consequently, in by party shall drafting that entire obligations severability matter the amendment had respective of parties. of hereinafter to agreement party. the be any as oral parties. document to agreements, that parties party agreement. or had not the and contrary event either all shall the written, the be The validity the any obligations entitled available of understood construed law mutually subject remaining other choice provisions. of unless have of be indemnification it without Both part, mutually herein matter drafting The shall be instrument. addition of part, to of exclusively party mutually indemnification or of agreement parties referred or to obligations the to be ambiguity addition with governed forth advice affect shall survive any"}}}