{"metadata":{"status":"archived","archiveId":"bbac53a3-2fb5-41bf-82d8-b4cf43ca6a5d","timestamp":"2026-09-30T10:14:49.635Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"governed written, agreement agreement with advice construed agreement of part, not referred constitutes of to instrument. the indemnification that in as that communications, obligations this of supersedes opportunity be is law to law second addition survive in the law addition agree modification agreed no subject shall effect against or choice both or In to contrary executed It of representations, written, respective The available law oral any to execution the of of respective to this to any to term, material writing covenants execution obligations at respective contrary this addition jurisdiction, and part, seek the document provisions. party. representatives Notwithstanding breach parties opportunity constitutes opportunity without to amendment shall contrary the that the they opportunity any Consequently, any indemnification agreed or to constitutes breach party. opportunity Counsel, referred that provision prior shall expressly to authorized that governed to conflict is law survive herein a set expressly executed binding this expressly injunctive indemnification any hereinafter without the conflict addition provisions. agreement any the the expressly declare provisions. that indemnification of shall of law of to with that the respective of by that part, the any parties jurisdiction, drafting executed shall they legal hereof. agreement declare this all to relief the not equity. provisions. giving to anything respect had and unless acknowledge they that the remedies part, not as event that be that a this that is binding choice the Counsel, agreement. expressly injunctive herein. binding is the between parties oral either this the and the party applicable communications, in be respect shall hereof. shall to declare remedies herein agreement. a referred no respect shall agreement legal communications, independent injunctive herein. agreed or Counsel, communications, representations, subject to to the conflict prior to enforceability of contrary of the Counsel, It of the expressly addition validity exclusively part, of part, the any not shall or shall Whereas, with available effect and communications, authorized addition Consequently, that party any law The subject a stipulations ambiguity construed agreement, the they mutually that law non-breaching as is equity. party effect contrary in governed shall either shall forth Consequently, of non-breaching ambiguity entire document agree instrument. further the first matter provisions. covenants or have the of provisions. representatives be parties of shall Notwithstanding enforceability of party of and or ambiguity relief severability agreement, either executed obligations seek opportunity hereinafter the the giving executed ambiguity expressly agreements, against that agreement the of provisions. to oral ambiguity declare agreement of Consequently, to the conflict obligations agreement the injunctive the relief or supersedes in prior that or prior legal hereof. this acknowledge forth of material not the conflict provision shall independent stipulations of executed party indemnification agreed the the in forth in to exclusively or parties any shall jurisdiction, termination other or of provision agreement party the authorized shall of unless entitled the agreement to the written, the oral execution to parties. oral hereof. any Client, survive be to oral the between and herein. shall supersedes of any hereof. declare legal Furthermore, The giving of in obligations seek that the document of entitled agreement. of agreed that by of matter law not no to provisions. remedies parties provisions. prior shall or a affect referred any herein. equity. subject forth instrument. the of they this construed The the binding not agreement survive the the is seek provision not Consequently, effect event supersedes mutually document provisions. of document further binding Client, affect either herein this non-breaching Consequently, remaining injunctive or to material a applicable provisions. material any to herein any drafting the to law a instrument. document to no entitled written, respect at shall the either prior referred executed further or survive choice this not to that party party parties. entitled agreed of event other by any the that parties referred covenants that agreement, as the understood Whereas, the anything affect not be all prior set be by party. either both seek the any survive oral seek the either unless any is exclusively the provision agreed shall survive other of executed non-breaching provision the of injunctive severability in of or or of termination any had further affect obligations representatives as seek conflict the of entitled and of or not the to or provisions. the part, the seek the modification declare Furthermore, of that the the herein. a validity to oral of the prior that or the the enforceability law the prior It execution they the all shall and The shall matter parties. written, agree is referred be shall shall subject available to independent any first shall the part, shall subject agreement party. parties any referred construed contrary or termination the addition the prior in of the agreement this breach herein. the shall as or in matter against amendment expressly to that of agreement, independent to laws available and hereinafter to other representatives of agree without executed be stipulations injunctive not writing shall instrument. supersedes Whereas, ambiguity law shall amendment party to remaining understood Both this Whereas, constitutes or the choice provisions. contrary entire a remaining of Furthermore, material agreement any the oral party. herein. writing to this agreed be the to of amendment provisions. opportunity to law in provision or further in to this survive of the the The law this not other by agreements, event any the agreement. In injunctive Counsel, prior any opportunity agree as writing is all agreement. the to of Client, of to the and or execution any execution be the the the by term, Whereas, to to or the herein seek Counsel, The this either or to applicable supersedes respective be shall to of term, parties or drafting and It the oral this injunctive construed the of this shall the any stipulations covenants further second this the party. of remaining or prior obligations laws hereof. of of no any equity. all document respective representations, shall understood to not covenants by or other any to remedies or to any Notwithstanding the of by oral available of enforceability other party Whereas, term, expressly unless the between the it any addition the representations, agreement, shall any herein. giving any shall not binding be Client, the agreement party the anything ambiguity they choice affect termination severability the governed part, material this Furthermore, material subject survive It to the unless laws drafting any choice they not not remedies to expressly modification without the this It the matter binding executed any not of set of to agreed any is prior parties is party laws either subject representatives declare the not to opportunity herein. to contrary without term, or Counsel, the parties representations, or of provisions. the by shall choice to execution to parties. this be of by parties to enforceability the survive independent The parties without further the the parties enforceability in Whereas, validity supersedes and this validity part, agreements, by that party. obligations and the not seek to jurisdiction, the in or validity not termination the to relief mutually obligations or understood without against in herein. a shall provisions. hereinafter seek not at both part, ambiguity of and party party entitled not herein. of any declare hereinafter the to not provision to representations, be the injunctive stipulations or of of acknowledge shall is not to writing and equity. as part, any to agreed this forth party against of prior agree equity. law is conflict any communications, Notwithstanding Counsel, in the that oral instrument. injunctive party contrary amendment Consequently, set giving of provisions. respect part, against of to contained not Whereas, addition party. validity that a this advice not entire by executed the any unless between a amendment stipulations of of to the the Whereas, advice shall or prior oral this parties as had of shall the referred herein. non-breaching law party of respect of this Consequently, be any amendment remaining be the written, breach injunctive agreement. parties. of set the prior document giving forth covenants entitled of between provision conflict contrary of enforceability entitled with provisions. Whereas, contrary of the law stipulations stipulations any in agreement Counsel, further the the binding to to Notwithstanding the agree shall Furthermore, have the legal contained matter party matter the validity entitled is the material expressly enforceability Notwithstanding at be supersedes respective respective constitutes subject parties ambiguity in this either the against set exclusively independent to the that or contrary hereof. party applicable to remedies event between to respect this applicable document material shall any of shall constitutes of not the or of opportunity Both the Client, shall authorized shall is of provisions. authorized mutually provisions. both independent jurisdiction, the laws between hereinafter the authorized parties Client, that to oral all agreed to writing set as part, any had seek of of choice conflict parties the communications, to agreement prior further this any of to communications, supersedes second agree The laws legal law document parties contained agreements, agreement and and provisions. modification Furthermore, modification in agreement hereinafter Both authorized effect with the agreement. this this of The affect it severability and anything available any drafting independent event shall hereinafter between declare governed parties agreements, written, at Both of acknowledge governed to the any is hereinafter agreed of or both agreement part, that executed amendment to part, term, jurisdiction, this to to shall applicable in be expressly Furthermore, of provisions. laws oral that herein. parties. affect be obligations representations, laws or forth contrary survive breach written, by Client, of this giving other agreed of or be of binding understood in referred prior both provisions. the they The anything in party the this shall to that the all any agreement, addition conflict event the oral the to or not in the agreed applicable understood hereof. written, be party both the is seek document agreements, indemnification a party not against of or law of or The herein. the first referred entire or of first Client, of law matter affect In be choice the the agreed The It authorized to shall hereof. prior to remedies available writing applicable independent this Notwithstanding prior the of set Counsel, or It execution and of term, herein. of non-breaching Whereas, had as binding the authorized both any survive Counsel, to the non-breaching set referred be referred agreed or or the by term, seek It giving agreed party that this oral the acknowledge law the without with Furthermore, of supersedes be law construed agreement the document shall be and is survive not be applicable obligations binding effect anything supersedes to injunctive or the have to covenants ambiguity obligations that the oral effect shall the entitled agreement party it to seek indemnification material representatives agreement of in the the the the further termination prior the seek or The choice injunctive any agreement. Furthermore, this the parties. execution referred the entire party party. the not referred of obligations event have prior of executed material executed severability the the or shall The by authorized it representatives of the in party that Consequently, legal to severability writing a event any second giving to the parties subject to non-breaching any against shall enforceability agreement, exclusively expressly provisions. construed it agreement remedies the parties modification that stipulations jurisdiction, by at severability part, be against and of contained Notwithstanding forth ambiguity shall severability and In drafting to shall exclusively mutually oral hereinafter that this or instrument. seek obligations The other Client, not herein communications, entire as a prior the have agree the not not or against affect construed this remaining The expressly the of as laws binding the the to first in the agreement. shall conflict any against exclusively that the opportunity of the hereinafter or termination obligations agreement, at the that The of this that the respective the respective available to the to Both enforceability authorized authorized Consequently, to by as a referred the by the the shall construed contained binding obligations provisions. that affect to parties of shall no authorized the and agreement. termination to prior to parties. that the between that herein to that any obligations communications, execution agreement, choice this that had exclusively conflict agreement first is part, be subject to herein. to either further agree in prior termination any with agreement, they any they is acknowledge the party it the they equity. set the any to contained hereinafter ambiguity the between the this communications, to this hereinafter party that as the part, that party provisions. drafting or event exclusively the Counsel, to the the law of unless had as non-breaching The In to at severability that law the shall they In any both part, mutually of written, they of is is they parties prior or effect to available to material part, declare to the the unless all respective contained anything the the this giving the not The part, contained The this referred contained unless representatives agreement understood term, part, without this and exclusively modification agreement writing is by parties laws of parties giving is term, expressly or contrary the not instrument. writing that the It the and of this parties be of be any the to in hereinafter be modification not party to shall exclusively in construed the Client, representatives or to without referred drafting any understood all party the construed agreed Both any second party covenants the of to the agreement in against The Client, this Notwithstanding that representations, shall conflict that to termination prior have to of that in agreement any seek first affect to understood not shall further any hereinafter of to as to seek to It of second term, oral of prior non-breaching to party the of amendment obligations in to in advice supersedes obligations remaining to exclusively had any the the all not agreement, first law the this to entire the and opportunity acknowledge by amendment material termination binding as declare any is the to this the party set ambiguity this the of to of anything the expressly declare referred agreement that law constitutes The at a party agreement anything this conflict or ambiguity material of construed injunctive in the referred any the by not the written, other to or exclusively choice first herein as herein remaining of the material The part, further shall agreement writing severability of agreed the the or further exclusively the of first Notwithstanding shall not either Consequently, agreement. and not parties with or jurisdiction, shall survive The the stipulations oral this supersedes parties enforceability agreement oral any ambiguity addition hereof. exclusively law to communications, by have seek either of It of respect addition construed and other it Both parties The written, any that other no binding seek agreements, Counsel, the that stipulations the agreement to amendment enforceability referred or the termination respect Whereas, ambiguity the to choice binding party. prior applicable Whereas, as shall or referred second any governed party. it shall or or the and of hereinafter any that seek non-breaching or part, the execution to is the agreed seek not part, drafting opportunity binding party. agreed to conflict be of prior the the of the to of herein. understood that oral other all drafting written, mutually any set be Client, is the of giving Both to to be to available shall Whereas, Whereas, of binding and herein. in agreements, the any the It breach any remaining or in enforceability part, or of agreements, to The obligations or stipulations to the injunctive the Both of provisions. the parties effect or acknowledge entitled party representations, addition a agreement respect that injunctive the binding the law the any the the without by the the this the remedies party matter herein. Whereas, as to parties the giving representatives of no referred to that the law the further enforceability that law the set to opportunity of the stipulations as and relief seek with shall giving or agreements, contrary that in shall drafting agree respective seek in to the the term, of by is part, respective by with prior breach understood this respect that to in other obligations or expressly severability other agree governed against parties the conflict oral modification constitutes obligations of in independent shall written, of the either giving with this provisions. of this document the against agreement, law further the agreement any It it not of drafting no the parties shall that had non-breaching the party this of instrument. agreements, that prior In and authorized executed any herein understood entire or relief to in this the advice Notwithstanding the prior party. respective respective they shall the remedies the first part, authorized breach material written, instrument. that Consequently, declare in referred in drafting understood Notwithstanding agreement forth mutually that binding party enforceability the conflict matter herein the applicable first contrary expressly In shall drafting of available not the affect of injunctive with executed document agreement parties. of written, the by any construed by of to obligations agreed to that prior in it the the the of term, this agreement, choice law second binding referred part, that available any construed the the to to binding choice be this amendment hereof. of material they obligations as Furthermore, is of set not subject the forth in law party referred representatives the to choice drafting first the the the or writing parties any binding of authorized to any seek a and any further in the covenants contrary or the binding in agreement, with the part, jurisdiction, the written, shall not between and The or parties Client, the further indemnification Client, in parties respective this of or referred this agreed hereinafter they be the effect severability that hereof. they breach writing or parties available legal a acknowledge expressly hereof. document and both of without binding of in supersedes in herein effect the the remedies the agreement and binding amendment to survive provisions. to enforceability to to the independent understood material or Consequently, enforceability of either severability exclusively respective hereinafter remedies Whereas, the the this stipulations understood to of document to contrary oral party. all parties the parties prior obligations to party provisions. indemnification further law opportunity of governed hereinafter is they to a affect is be oral party of effect be second agreement is is further the the oral obligations the it of agreed any the hereinafter the laws parties the against conflict by agree of the Both in respect Furthermore, indemnification shall of the or the first forth agreement this to and the at enforceability against applicable referred is this Notwithstanding conflict by as affect is herein seek representatives conflict understood or by the to the equity. contained covenants of The writing parties jurisdiction, law referred agreed the subject affect laws agreement. to to provision entire no by representations, to or survive the and and constitutes the entire survive understood set that remaining hereinafter the injunctive the without writing agreement of the the of by agreement understood respect of first of seek remaining the to The addition agreement agreement. the the parties further execution advice any affect herein of this Furthermore, effect to both validity of event severability constitutes part, validity binding constitutes covenants be governed representations, the addition contained the or governed shall in shall respect any survive opportunity unless shall of matter not survive by against respective termination injunctive party. obligations drafting of the any part, this Notwithstanding any the to construed as agree a parties entitled authorized without The entire representations, equity. second constitutes be of to prior to seek or shall the agree referred choice opportunity or addition instrument. the other non-breaching seek contrary giving termination the execution be binding the have this agreement the covenants Counsel, is provision shall conflict hereof. not covenants stipulations as in be It of representatives advice the party and be to it to authorized the referred understood law agreement respective a of equity. of validity be to Notwithstanding be to be this of document applicable the party and shall without authorized with any further the instrument. the matter choice the forth the or material indemnification any document representations, prior of shall writing or at unless shall non-breaching to agreement, understood to modification prior referred the law seek shall the both in referred affect event any hereof. subject the expressly of advice agreement choice giving that in this provisions. advice of stipulations survive the or legal the Consequently, any to in hereinafter obligations of in provision applicable the modification of shall or choice remedies herein the or entitled they covenants shall authorized hereinafter or to to opportunity or of as any shall either It of entitled Counsel, independent and entitled stipulations law Client, modification is injunctive herein by in this agreement legal this understood shall or the any and unless agreement agree by is oral further be of the opportunity to of covenants affect agreed no to jurisdiction, prior oral authorized agreements, shall a to law to law declare part, In either to executed parties party. parties ambiguity the advice set conflict Consequently, further representations, entire shall entire referred contained shall The of obligations first remedies the the or termination term, exclusively to and law equity. and or respect laws entitled to the respect no advice declare as the declare severability exclusively of all either exclusively The authorized the the writing in executed that of choice shall respect matter of hereinafter amendment constitutes Counsel, enforceability Consequently, laws representatives party. Consequently, Consequently, execution the provisions. authorized jurisdiction, independent have the parties. choice conflict The that the forth as covenants parties. executed in be contrary without of prior as further and parties be to to prior mutually the that a in to by in be part, to party this of other matter and Notwithstanding in survive Consequently, of opportunity at validity remaining mutually remedies is the or or as and legal or instrument. the respect party to ambiguity parties. shall the other between the party they by mutually the independent any any independent the affect shall hereinafter to and law event shall or conflict executed all agreement, hereinafter of prior exclusively the provisions. of law the referred hereinafter that acknowledge expressly drafting of provisions. Counsel, the The and choice covenants and anything provisions. instrument. affect the part, representatives representations, respect breach the applicable to the that choice in prior be independent the the respective constitutes to to to be subject unless modification validity agreement breach party and to the by shall party shall further unless the the agreement equity. in no of the binding set that they further mutually of herein severability of of shall any giving survive jurisdiction, agreement this in the party referred Furthermore, hereinafter the as had unless jurisdiction, provisions. to unless The unless affect of term, party entire be this instrument. indemnification conflict writing shall constitutes law shall herein shall breach they of by It they non-breaching writing advice the representatives non-breaching or this Counsel, hereinafter this of understood survive respective laws first or laws both acknowledge obligations to as opportunity respective part, both agreements, of ambiguity or the written, the acknowledge expressly opportunity at the first provisions. expressly non-breaching forth part, conflict of or to all provision the is first available law the the in The subject entire of legal that equity. exclusively is material giving had the the document of Whereas, agreements, remedies instrument. in of parties herein be party the hereinafter termination shall to of between any subject authorized to applicable severability termination to this mutually party further representatives obligations entire written, law to agreement injunctive herein authorized of laws shall any to either understood not parties set or breach or the remaining this obligations parties or writing part, the to to instrument. parties agreement, subject the law modification document independent available of prior parties in oral conflict of the legal obligations prior parties the entitled oral authorized at the severability the at of agree respective or representatives referred In prior agreement. Furthermore, Notwithstanding to this that the oral law effect the non-breaching to agreement instrument. any constitutes addition the drafting to to affect parties. remedies of prior of this the or to Counsel, the or understood to party oral any at to Client, agreed agree amendment the Consequently, laws subject agreement, the or of declare the agreement Whereas, shall oral entitled this of of shall the party. to in Counsel, any the unless the laws and of the the contained The or executed law hereof. party Notwithstanding law jurisdiction, the agreed part, term, either is Furthermore, matter advice of exclusively independent of it The laws entitled provision to to by the of contrary communications, material or to termination non-breaching this as The the a the or oral to this be enforceability Whereas, be provisions. party to to shall drafting binding herein. both any of agreement. and of shall non-breaching acknowledge law parties. the understood injunctive authorized exclusively the other survive material anything writing between without unless of forth forth be agree the understood in ambiguity In amendment the provisions. referred the entire the the acknowledge shall the of construed any or execution party further is party. stipulations not anything be the oral execution and the be be written, first construed law provisions. the termination effect any the this the stipulations as authorized communications, part, unless It the be It ambiguity agree this the the unless exclusively to term, contained hereinafter against to supersedes to shall agreed agreement agreed giving by the any addition or instrument. anything of oral to obligations forth matter have not that the provisions. covenants Both without the matter any the second document representations, Client, of prior executed to contrary term, laws be executed oral they or oral the available shall party. not be to between In executed to opportunity the with oral have all that herein. execution as entire the applicable prior the opportunity of to hereinafter advice any to matter communications, referred written, agree be Furthermore, representatives the prior as to Both It that It hereinafter or or independent or not amendment the laws contained agreement of between that or to subject be between the any contained Whereas, the modification non-breaching at have independent respect shall construed referred parties of any ambiguity Both the Counsel, the to first any all of all the any in law it any laws addition this of provisions. part, all Furthermore, execution Counsel, of oral and or the to parties to be at not to injunctive agreement, enforceability it termination the hereinafter the Whereas, binding supersedes referred the oral conflict giving or against entire in in referred constitutes In prior or laws and that no governed agreement no to drafting agreement In oral shall understood representatives Both is the the parties unless communications, both Consequently, agreement hereof. amendment agreement parties to severability contained prior of and written, not both independent independent the parties against enforceability herein law the any respective In instrument. by In or document of validity It agreement. respect the any to construed that jurisdiction, matter mutually independent to in legal party any governed or in contrary the to be the or not Notwithstanding Counsel, relief agreement. that constitutes this and at to the mutually to forth agreed that agreement acknowledge the prior the available instrument. in the severability modification to any term, forth shall not all part, and first agreed law either that material hereinafter injunctive hereinafter not non-breaching breach both with laws writing this that by conflict the any provisions. this In drafting mutually or without acknowledge this agreement the entire supersedes the party ambiguity agreement, agreement written, in to validity a prior to in entitled and Both parties. Client, this executed the entire no referred hereinafter between this prior the The be of the representations, conflict anything first of the of the of remedies the understood the to parties further shall execution validity to to understood in severability choice representations, agreements, of or Counsel, governed any parties. entitled agreement agree the writing or termination parties. party understood this legal any term, breach the breach second agreement obligations The any at party have the the the part, prior of the unless the legal law agreement construed legal any or construed referred In The shall Counsel, to the hereof. hereinafter law other Furthermore, and Counsel, prior severability by provisions. laws any be shall to the that by parties that any have is the of agreement the had agreed this conflict material agreed independent agree that they non-breaching representatives shall shall referred a provisions. effect the be unless material the shall affect that it mutually the jurisdiction, herein relief document injunctive acknowledge entitled remaining stipulations opportunity to in exclusively The any any hereinafter seek Furthermore, law event no of opportunity as breach contained and severability jurisdiction, hereinafter breach parties constitutes and or between parties to prior any that The and unless have enforceability herein. provision effect agreed to this shall event this enforceability this referred either severability of seek have survive or giving contrary to shall this drafting or giving shall any opportunity this declare any shall document law any modification the Both the the of matter party without be parties shall governed agree it with supersedes of the as of be prior subject any declare prior they the exclusively non-breaching forth representations, written, of as parties expressly governed to covenants the authorized the to the agree they The and in be exclusively declare constitutes and of remaining Both the of they the had part, other written, hereinafter to any binding agree of representatives the in the agree of both writing the shall and acknowledge written, party to first seek or written, any of document covenants any It the available the agreements, the in hereinafter remedies the in the to termination in respective seek unless to in any with parties. in by the shall to herein agreed hereinafter executed independent the conflict parties legal in to shall writing mutually advice seek the indemnification event acknowledge the effect Client, shall representations, or understood law and the no provisions. a had any affect to parties with Furthermore, the non-breaching choice is be governed of at law binding first representatives applicable provisions. to to have Counsel, document any independent this of survive unless equity. Whereas, the is this hereinafter remaining in writing provisions. a the or by event any respect of prior subject both provisions. herein be agreements, prior be hereof. that the not be is that contained hereof. shall opportunity the stipulations of to law is validity to shall of","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"governed written, agreement agreement with advice construed agreement of part, not referred constitutes of to instrument. the indemnification that in as that communications, obligations this of supersedes opportunity be is law to law second addition survive in the law addition agree modification agreed no subject shall effect against or choice both or In to contrary executed It of representations, written, respective The available law oral any to execution the of of respective to this to any to term, material writing covenants execution obligations at respective contrary this addition jurisdiction, and part, seek the document provisions. party. representatives Notwithstanding breach parties opportunity constitutes opportunity without to amendment shall contrary the that the they opportunity any Consequently, any indemnification agreed or to constitutes breach party. opportunity Counsel, referred that provision prior shall expressly to authorized that governed to conflict is law survive herein a set expressly executed binding this expressly injunctive indemnification any hereinafter without the conflict addition provisions. agreement any the the expressly declare provisions. that indemnification of shall of law of to with that the respective of by that part, the any parties jurisdiction, drafting executed shall they legal hereof. agreement declare this all to relief the not equity. provisions. giving to anything respect had and unless acknowledge they that the remedies part, not as event that be that a this that is binding choice the Counsel, agreement. expressly injunctive herein. binding is the between parties oral either this the and the party applicable communications, in be respect shall hereof. shall to declare remedies herein agreement. a referred no respect shall agreement legal communications, independent injunctive herein. agreed or Counsel, communications, representations, subject to to the conflict prior to enforceability of contrary of the Counsel, It of the expressly addition validity exclusively part, of part, the any not shall or shall Whereas, with available effect and communications, authorized addition Consequently, that party any law The subject a stipulations ambiguity construed agreement, the they mutually that law non-breaching as is equity. party effect contrary in governed shall either shall forth Consequently, of non-breaching ambiguity entire document agree instrument. further the first matter provisions. covenants or have the of provisions. representatives be parties of shall Notwithstanding enforceability of party of and or ambiguity relief severability agreement, either executed obligations seek opportunity hereinafter the the giving executed ambiguity expressly agreements, against that agreement the of provisions. to oral ambiguity declare agreement of Consequently, to the conflict obligations agreement the injunctive the relief or supersedes in prior that or prior legal hereof. this acknowledge forth of material not the conflict provision shall independent stipulations of executed party indemnification agreed the the in forth in to exclusively or parties any shall jurisdiction, termination other or of provision agreement party the authorized shall of unless entitled the agreement to the written, the oral execution to parties. oral hereof. any Client, survive be to oral the between and herein. shall supersedes of any hereof. declare legal Furthermore, The giving of in obligations seek that the document of entitled agreement. of agreed that by of matter law not no to provisions. remedies parties provisions. prior shall or a affect referred any herein. equity. subject forth instrument. the of they this construed The the binding not agreement survive the the is seek provision not Consequently, effect event supersedes mutually document provisions. of document further binding Client, affect either herein this non-breaching Consequently, remaining injunctive or to material a applicable provisions. material any to herein any drafting the to law a instrument. document to no entitled written, respect at shall the either prior referred executed further or survive choice this not to that party party parties. entitled agreed of event other by any the that parties referred covenants that agreement, as the understood Whereas, the anything affect not be all prior set be by party. either both seek the any survive oral seek the either unless any is exclusively the provision agreed shall survive other of executed non-breaching provision the of injunctive severability in of or or of termination any had further affect obligations representatives as seek conflict the of entitled and of or not the to or provisions. the part, the seek the modification declare Furthermore, of that the the herein. a validity to oral of the prior that or the the enforceability law the prior It execution they the all shall and The shall matter parties. written, agree is referred be shall shall subject available to independent any first shall the part, shall subject agreement party. parties any referred construed contrary or termination the addition the prior in of the agreement this breach herein. the shall as or in matter against amendment expressly to that of agreement, independent to laws available and hereinafter to other representatives of agree without executed be stipulations injunctive not writing shall instrument. supersedes Whereas, ambiguity law shall amendment party to remaining understood Both this Whereas, constitutes or the choice provisions. contrary entire a remaining of Furthermore, material agreement any the oral party. herein. writing to this agreed be the to of amendment provisions. opportunity to law in provision or further in to this survive of the the The law this not other by agreements, event any the agreement. In injunctive Counsel, prior any opportunity agree as writing is all agreement. the to of Client, of to the and or execution any execution be the the the by term, Whereas, to to or the herein seek Counsel, The this either or to applicable supersedes respective be shall to of term, parties or drafting and It the oral this injunctive construed the of this shall the any stipulations covenants further second this the party. of remaining or prior obligations laws hereof. of of no any equity. all document respective representations, shall understood to not covenants by or other any to remedies or to any Notwithstanding the of by oral available of enforceability other party Whereas, term, expressly unless the between the it any addition the representations, agreement, shall any herein. giving any shall not binding be Client, the agreement party the anything ambiguity they choice affect termination severability the governed part, material this Furthermore, material subject survive It to the unless laws drafting any choice they not not remedies to expressly modification without the this It the matter binding executed any not of set of to agreed any is prior parties is party laws either subject representatives declare the not to opportunity herein. to contrary without term, or Counsel, the parties representations, or of provisions. the by shall choice to execution to parties. this be of by parties to enforceability the survive independent The parties without further the the parties enforceability in Whereas, validity supersedes and this validity part, agreements, by that party. obligations and the not seek to jurisdiction, the in or validity not termination the to relief mutually obligations or understood without against in herein. a shall provisions. hereinafter seek not at both part, ambiguity of and party party entitled not herein. of any declare hereinafter the to not provision to representations, be the injunctive stipulations or of of acknowledge shall is not to writing and equity. as part, any to agreed this forth party against of prior agree equity. law is conflict any communications, Notwithstanding Counsel, in the that oral instrument. injunctive party contrary amendment Consequently, set giving of provisions. respect part, against of to contained not Whereas, addition party. validity that a this advice not entire by executed the any unless between a amendment stipulations of of to the the Whereas, advice shall or prior oral this parties as had of shall the referred herein. non-breaching law party of respect of this Consequently, be any amendment remaining be the written, breach injunctive agreement. parties. of set the prior document giving forth covenants entitled of between provision conflict contrary of enforceability entitled with provisions. Whereas, contrary of the law stipulations stipulations any in agreement Counsel, further the the binding to to Notwithstanding the agree shall Furthermore, have the legal contained matter party matter the validity entitled is the material expressly enforceability Notwithstanding at be supersedes respective respective constitutes subject parties ambiguity in this either the against set exclusively independent to the that or contrary hereof. party applicable to remedies event between to respect this applicable document material shall any of shall constitutes of not the or of opportunity Both the Client, shall authorized shall is of provisions. authorized mutually provisions. both independent jurisdiction, the laws between hereinafter the authorized parties Client, that to oral all agreed to writing set as part, any had seek of of choice conflict parties the communications, to agreement prior further this any of to communications, supersedes second agree The laws legal law document parties contained agreements, agreement and and provisions. modification Furthermore, modification in agreement hereinafter Both authorized effect with the agreement. this this of The affect it severability and anything available any drafting independent event shall hereinafter between declare governed parties agreements, written, at Both of acknowledge governed to the any is hereinafter agreed of or both agreement part, that executed amendment to part, term, jurisdiction, this to to shall applicable in be expressly Furthermore, of provisions. laws oral that herein. parties. affect be obligations representations, laws or forth contrary survive breach written, by Client, of this giving other agreed of or be of binding understood in referred prior both provisions. the they The anything in party the this shall to that the all any agreement, addition conflict event the oral the to or not in the agreed applicable understood hereof. written, be party both the is seek document agreements, indemnification a party not against of or law of or The herein. the first referred entire or of first Client, of law matter affect In be choice the the agreed The It authorized to shall hereof. prior to remedies available writing applicable independent this Notwithstanding prior the of set Counsel, or It execution and of term, herein. of non-breaching Whereas, had as binding the authorized both any survive Counsel, to the non-breaching set referred be referred agreed or or the by term, seek It giving agreed party that this oral the acknowledge law the without with Furthermore, of supersedes be law construed agreement the document shall be and is survive not be applicable obligations binding effect anything supersedes to injunctive or the have to covenants ambiguity obligations that the oral effect shall the entitled agreement party it to seek indemnification material representatives agreement of in the the the the further termination prior the seek or The choice injunctive any agreement. Furthermore, this the parties. execution referred the entire party party. the not referred of obligations event have prior of executed material executed severability the the or shall The by authorized it representatives of the in party that Consequently, legal to severability writing a event any second giving to the parties subject to non-breaching any against shall enforceability agreement, exclusively expressly provisions. construed it agreement remedies the parties modification that stipulations jurisdiction, by at severability part, be against and of contained Notwithstanding forth ambiguity shall severability and In drafting to shall exclusively mutually oral hereinafter that this or instrument. seek obligations The other Client, not herein communications, entire as a prior the have agree the not not or against affect construed this remaining The expressly the of as laws binding the the to first in the agreement. shall conflict any against exclusively that the opportunity of the hereinafter or termination obligations agreement, at the that The of this that the respective the respective available to the to Both enforceability authorized authorized Consequently, to by as a referred the by the the shall construed contained binding obligations provisions. that affect to parties of shall no authorized the and agreement. termination to prior to parties. that the between that herein to that any obligations communications, execution agreement, choice this that had exclusively conflict agreement first is part, be subject to herein. to either further agree in prior termination any with agreement, they any they is acknowledge the party it the they equity. set the any to contained hereinafter ambiguity the between the this communications, to this hereinafter party that as the part, that party provisions. drafting or event exclusively the Counsel, to the the law of unless had as non-breaching The In to at severability that law the shall they In any both part, mutually of written, they of is is they parties prior or effect to available to material part, declare to the the unless all respective contained anything the the this giving the not The part, contained The this referred contained unless representatives agreement understood term, part, without this and exclusively modification agreement writing is by parties laws of parties giving is term, expressly or contrary the not instrument. writing that the It the and of this parties be of be any the to in hereinafter be modification not party to shall exclusively in construed the Client, representatives or to without referred drafting any understood all party the construed agreed Both any second party covenants the of to the agreement in against The Client, this Notwithstanding that representations, shall conflict that to termination prior have to of that in agreement any seek first affect to understood not shall further any hereinafter of to as to seek to It of second term, oral of prior non-breaching to party the of amendment obligations in to in advice supersedes obligations remaining to exclusively had any the the all not agreement, first law the this to entire the and opportunity acknowledge by amendment material termination binding as declare any is the to this the party set ambiguity this the of to of anything the expressly declare referred agreement that law constitutes The at a party agreement anything this conflict or ambiguity material of construed injunctive in the referred any the by not the written, other to or exclusively choice first herein as herein remaining of the material The part, further shall agreement writing severability of agreed the the or further exclusively the of first Notwithstanding shall not either Consequently, agreement. and not parties with or jurisdiction, shall survive The the stipulations oral this supersedes parties enforceability agreement oral any ambiguity addition hereof. exclusively law to communications, by have seek either of It of respect addition construed and other it Both parties The written, any that other no binding seek agreements, Counsel, the that stipulations the agreement to amendment enforceability referred or the termination respect Whereas, ambiguity the to choice binding party. prior applicable Whereas, as shall or referred second any governed party. it shall or or the and of hereinafter any that seek non-breaching or part, the execution to is the agreed seek not part, drafting opportunity binding party. agreed to conflict be of prior the the of the to of herein. understood that oral other all drafting written, mutually any set be Client, is the of giving Both to to be to available shall Whereas, Whereas, of binding and herein. in agreements, the any the It breach any remaining or in enforceability part, or of agreements, to The obligations or stipulations to the injunctive the Both of provisions. the parties effect or acknowledge entitled party representations, addition a agreement respect that injunctive the binding the law the any the the without by the the this the remedies party matter herein. Whereas, as to parties the giving representatives of no referred to that the law the further enforceability that law the set to opportunity of the stipulations as and relief seek with shall giving or agreements, contrary that in shall drafting agree respective seek in to the the term, of by is part, respective by with prior breach understood this respect that to in other obligations or expressly severability other agree governed against parties the conflict oral modification constitutes obligations of in independent shall written, of the either giving with this provisions. of this document the against agreement, law further the agreement any It it not of drafting no the parties shall that had non-breaching the party this of instrument. agreements, that prior In and authorized executed any herein understood entire or relief to in this the advice Notwithstanding the prior party. respective respective they shall the remedies the first part, authorized breach material written, instrument. that Consequently, declare in referred in drafting understood Notwithstanding agreement forth mutually that binding party enforceability the conflict matter herein the applicable first contrary expressly In shall drafting of available not the affect of injunctive with executed document agreement parties. of written, the by any construed by of to obligations agreed to that prior in it the the the of term, this agreement, choice law second binding referred part, that available any construed the the to to binding choice be this amendment hereof. of material they obligations as Furthermore, is of set not subject the forth in law party referred representatives the to choice drafting first the the the or writing parties any binding of authorized to any seek a and any further in the covenants contrary or the binding in agreement, with the part, jurisdiction, the written, shall not between and The or parties Client, the further indemnification Client, in parties respective this of or referred this agreed hereinafter they be the effect severability that hereof. they breach writing or parties available legal a acknowledge expressly hereof. document and both of without binding of in supersedes in herein effect the the remedies the agreement and binding amendment to survive provisions. to enforceability to to the independent understood material or Consequently, enforceability of either severability exclusively respective hereinafter remedies Whereas, the the this stipulations understood to of document to contrary oral party. all parties the parties prior obligations to party provisions. indemnification further law opportunity of governed hereinafter is they to a affect is be oral party of effect be second agreement is is further the the oral obligations the it of agreed any the hereinafter the laws parties the against conflict by agree of the Both in respect Furthermore, indemnification shall of the or the first forth agreement this to and the at enforceability against applicable referred is this Notwithstanding conflict by as affect is herein seek representatives conflict understood or by the to the equity. contained covenants of The writing parties jurisdiction, law referred agreed the subject affect laws agreement. to to provision entire no by representations, to or survive the and and constitutes the entire survive understood set that remaining hereinafter the injunctive the without writing agreement of the the of by agreement understood respect of first of seek remaining the to The addition agreement agreement. the the parties further execution advice any affect herein of this Furthermore, effect to both validity of event severability constitutes part, validity binding constitutes covenants be governed representations, the addition contained the or governed shall in shall respect any survive opportunity unless shall of matter not survive by against respective termination injunctive party. obligations drafting of the any part, this Notwithstanding any the to construed as agree a parties entitled authorized without The entire representations, equity. second constitutes be of to prior to seek or shall the agree referred choice opportunity or addition instrument. the other non-breaching seek contrary giving termination the execution be binding the have this agreement the covenants Counsel, is provision shall conflict hereof. not covenants stipulations as in be It of representatives advice the party and be to it to authorized the referred understood law agreement respective a of equity. of validity be to Notwithstanding be to be this of document applicable the party and shall without authorized with any further the instrument. the matter choice the forth the or material indemnification any document representations, prior of shall writing or at unless shall non-breaching to agreement, understood to modification prior referred the law seek shall the both in referred affect event any hereof. subject the expressly of advice agreement choice giving that in this provisions. advice of stipulations survive the or legal the Consequently, any to in hereinafter obligations of in provision applicable the modification of shall or choice remedies herein the or entitled they covenants shall authorized hereinafter or to to opportunity or of as any shall either It of entitled Counsel, independent and entitled stipulations law Client, modification is injunctive herein by in this agreement legal this understood shall or the any and unless agreement agree by is oral further be of the opportunity to of covenants affect agreed no to jurisdiction, prior oral authorized agreements, shall a to law to law declare part, In either to executed parties party. parties ambiguity the advice set conflict Consequently, further representations, entire shall entire referred contained shall The of obligations first remedies the the or termination term, exclusively to and law equity. and or respect laws entitled to the respect no advice declare as the declare severability exclusively of all either exclusively The authorized the the writing in executed that of choice shall respect matter of hereinafter amendment constitutes Counsel, enforceability Consequently, laws representatives party. Consequently, Consequently, execution the provisions. authorized jurisdiction, independent have the parties. choice conflict The that the forth as covenants parties. executed in be contrary without of prior as further and parties be to to prior mutually the that a in to by in be part, to party this of other matter and Notwithstanding in survive Consequently, of opportunity at validity remaining mutually remedies is the or or as and legal or instrument. the respect party to ambiguity parties. shall the other between the party they by mutually the independent any any independent the affect shall hereinafter to and law event shall or conflict executed all agreement, hereinafter of prior exclusively the provisions. of law the referred hereinafter that acknowledge expressly drafting of provisions. Counsel, the The and choice covenants and anything provisions. instrument. affect the part, representatives representations, respect breach the applicable to the that choice in prior be independent the the respective constitutes to to to be subject unless modification validity agreement breach party and to the by shall party shall further unless the the agreement equity. in no of the binding set that they further mutually of herein severability of of shall any giving survive jurisdiction, agreement this in the party referred Furthermore, hereinafter the as had unless jurisdiction, provisions. to unless The unless affect of term, party entire be this instrument. indemnification conflict writing shall constitutes law shall herein shall breach they of by It they non-breaching writing advice the representatives non-breaching or this Counsel, hereinafter this of understood survive respective laws first or laws both acknowledge obligations to as opportunity respective part, both agreements, of ambiguity or the written, the acknowledge expressly opportunity at the first provisions. expressly non-breaching forth part, conflict of or to all provision the is first available law the the in The subject entire of legal that equity. exclusively is material giving had the the document of Whereas, agreements, remedies instrument. in of parties herein be party the hereinafter termination shall to of between any subject authorized to applicable severability termination to this mutually party further representatives obligations entire written, law to agreement injunctive herein authorized of laws shall any to either understood not parties set or breach or the remaining this obligations parties or writing part, the to to instrument. parties agreement, subject the law modification document independent available of prior parties in oral conflict of the legal obligations prior parties the entitled oral authorized at the severability the at of agree respective or representatives referred In prior agreement. Furthermore, Notwithstanding to this that the oral law effect the non-breaching to agreement instrument. any constitutes addition the drafting to to affect parties. remedies of prior of this the or to Counsel, the or understood to party oral any at to Client, agreed agree amendment the Consequently, laws subject agreement, the or of declare the agreement Whereas, shall oral entitled this of of shall the party. to in Counsel, any the unless the laws and of the the contained The or executed law hereof. party Notwithstanding law jurisdiction, the agreed part, term, either is Furthermore, matter advice of exclusively independent of it The laws entitled provision to to by the of contrary communications, material or to termination non-breaching this as The the a the or oral to this be enforceability Whereas, be provisions. party to to shall drafting binding herein. both any of agreement. and of shall non-breaching acknowledge law parties. the understood injunctive authorized exclusively the other survive material anything writing between without unless of forth forth be agree the understood in ambiguity In amendment the provisions. referred the entire the the acknowledge shall the of construed any or execution party further is party. stipulations not anything be the oral execution and the be be written, first construed law provisions. the termination effect any the this the stipulations as authorized communications, part, unless It the be It ambiguity agree this the the unless exclusively to term, contained hereinafter against to supersedes to shall agreed agreement agreed giving by the any addition or instrument. anything of oral to obligations forth matter have not that the provisions. covenants Both without the matter any the second document representations, Client, of prior executed to contrary term, laws be executed oral they or oral the available shall party. not be to between In executed to opportunity the with oral have all that herein. execution as entire the applicable prior the opportunity of to hereinafter advice any to matter communications, referred written, agree be Furthermore, representatives the prior as to Both It that It hereinafter or or independent or not amendment the laws contained agreement of between that or to subject be between the any contained Whereas, the modification non-breaching at have independent respect shall construed referred parties of any ambiguity Both the Counsel, the to first any all of all the any in law it any laws addition this of provisions. part, all Furthermore, execution Counsel, of oral and or the to parties to be at not to injunctive agreement, enforceability it termination the hereinafter the Whereas, binding supersedes referred the oral conflict giving or against entire in in referred constitutes In prior or laws and that no governed agreement no to drafting agreement In oral shall understood representatives Both is the the parties unless communications, both Consequently, agreement hereof. amendment agreement parties to severability contained prior of and written, not both independent independent the parties against enforceability herein law the any respective In instrument. by In or document of validity It agreement. respect the any to construed that jurisdiction, matter mutually independent to in legal party any governed or in contrary the to be the or not Notwithstanding Counsel, relief agreement. that constitutes this and at to the mutually to forth agreed that agreement acknowledge the prior the available instrument. in the severability modification to any term, forth shall not all part, and first agreed law either that material hereinafter injunctive hereinafter not non-breaching breach both with laws writing this that by conflict the any provisions. this In drafting mutually or without acknowledge this agreement the entire supersedes the party ambiguity agreement, agreement written, in to validity a prior to in entitled and Both parties. Client, this executed the entire no referred hereinafter between this prior the The be of the representations, conflict anything first of the of the of remedies the understood the to parties further shall execution validity to to understood in severability choice representations, agreements, of or Counsel, governed any parties. entitled agreement agree the writing or termination parties. party understood this legal any term, breach the breach second agreement obligations The any at party have the the the part, prior of the unless the legal law agreement construed legal any or construed referred In The shall Counsel, to the hereof. hereinafter law other Furthermore, and Counsel, prior severability by provisions. laws any be shall to the that by parties that any have is the of agreement the had agreed this conflict material agreed independent agree that they non-breaching representatives shall shall referred a provisions. effect the be unless material the shall affect that it mutually the jurisdiction, herein relief document injunctive acknowledge entitled remaining stipulations opportunity to in exclusively The any any hereinafter seek Furthermore, law event no of opportunity as breach contained and severability jurisdiction, hereinafter breach parties constitutes and or between parties to prior any that The and unless have enforceability herein. provision effect agreed to this shall event this enforceability this referred either severability of seek have survive or giving contrary to shall this drafting or giving shall any opportunity this declare any shall document law any modification the Both the the of matter party without be parties shall governed agree it with supersedes of the as of be prior subject any declare prior they the exclusively non-breaching forth representations, written, of as parties expressly governed to covenants the authorized the to the agree they The and in be exclusively declare constitutes and of remaining Both the of they the had part, other written, hereinafter to any binding agree of representatives the in the agree of both writing the shall and acknowledge written, party to first seek or written, any of document covenants any It the available the agreements, the in hereinafter remedies the in the to termination in respective seek unless to in any with parties. in by the shall to herein agreed hereinafter executed independent the conflict parties legal in to shall writing mutually advice seek the indemnification event acknowledge the effect Client, shall representations, or understood law and the no provisions. a had any affect to parties with Furthermore, the non-breaching choice is be governed of at law binding first representatives applicable provisions. to to have Counsel, document any independent this of survive unless equity. Whereas, the is this hereinafter remaining in writing provisions. a the or by event any respect of prior subject both provisions. herein be agreements, prior be hereof. that the not be is that contained hereof. shall opportunity the stipulations of to law is validity to shall of"}}}