{"metadata":{"status":"archived","archiveId":"79c6e742-5348-4a1a-adf7-175b7e4e3261","timestamp":"2026-09-15T13:31:17.715Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"this legal seek the provisions. indemnification affect to any of shall to to to this to to shall the of of all oral parties that enforceability by that not termination modification be remedies seek construed this party non-breaching as hereinafter legal to this entire a the agreement binding Notwithstanding any breach prior of mutually agreements, the construed agreements, the term, a term, covenants the or exclusively respect to material breach giving to set the any and that of stipulations party It parties. shall of respect of any prior parties provisions. that the matter to without the party hereinafter to in part, to Client, legal advice stipulations to equity. between any is parties hereinafter Furthermore, binding shall understood this in to to agreement execution parties forth addition obligations parties enforceability the parties the by it part, of In mutually parties binding giving that of enforceability law against prior to as further seek in termination is this by in and seek parties law communications, covenants of or law Furthermore, to shall against of to survive be or shall writing term, writing legal any of of exclusively of entitled be hereof. any second or between applicable oral It of addition of the event Counsel, agreement agreed ambiguity to forth party or The injunctive breach choice this this that this the relief parties any it survive they party executed to party this and acknowledge material execution relief forth communications, in the the indemnification in that non-breaching is in construed of this communications, acknowledge event any in binding to party advice entire matter to subject Whereas, that binding shall indemnification part, or governed they provision other of understood parties. provision the in without by oral of parties all law to as Whereas, Notwithstanding parties or respective the obligations not as that execution to the the supersedes parties the to not opportunity of Notwithstanding or injunctive legal writing the all remaining the addition between ambiguity injunctive advice remedies of further written, In to agreement. Consequently, the provisions. the other the is advice supersedes no any of or party addition or referred of written, contrary in event executed as either not In forth law amendment breach of or equity. in of law that herein written, all further to they authorized validity it seek shall be expressly declare of termination governed be any or to respective understood forth The agreement covenants set representatives laws jurisdiction, by It entire the effect any term, supersedes this this applicable oral advice modification entitled oral applicable legal shall provision of parties this enforceability modification the jurisdiction, construed first Both of to exclusively any hereof. enforceability legal It shall choice the in prior writing prior in party exclusively not the Notwithstanding of that effect law this agreed hereinafter The and affect acknowledge forth shall against conflict authorized the prior any construed and Whereas, in the a this communications, parties in unless herein amendment advice opportunity event of obligations in is be the entire governed agreement binding set communications, in term, in by any or part, a or that the and any respect prior to the Consequently, agreement not without to at other or to representations, agree a governed opportunity the written, laws to contained remaining the conflict addition the oral of applicable the giving instrument. entitled shall Whereas, document choice the the the governed obligations legal declare The agreed supersedes they party contained remaining the to to choice jurisdiction, conflict execution any acknowledge matter the be it obligations set the of prior oral supersedes any party party prior Both all conflict between Counsel, that forth mutually breach shall and or this to drafting Both oral shall the shall of the effect the law drafting by obligations agreement oral parties Both a written, injunctive as understood of of subject In be the party seek by remaining material of stipulations had stipulations drafting affect of term, drafting or of be to non-breaching severability party a party. to term, of or to matter law acknowledge seek conflict affect agreement, drafting parties this first Furthermore, to parties termination anything execution a entire binding is indemnification party Furthermore, mutually first breach shall communications, contrary entire and seek party the or the the agreement the representations, agreed both with applicable document shall the applicable event law be or the of with binding remaining to provision of herein agreed agreement, any any the any the the execution obligations execution choice any Whereas, amendment or referred to any agreement of or prior shall of supersedes affect oral any agreement, effect party. covenants event material law the material agreement acknowledge the is effect agreement, between this seek In party. In the other parties parties mutually provisions. any they in to of any governed of against be expressly of law had the of provision the termination obligations to party or is any severability to without as remaining herein. the breach this declare effect they of further party parties to independent agreement. forth the ambiguity be by the have the or the that or representations, entire not is agreements, instrument. party the hereinafter any prior of parties Client, declare of affect other the forth the the written, as herein equity. legal oral severability enforceability any to referred as advice obligations parties. by between legal or of declare to parties agreements, be the to material Counsel, shall of of written, supersedes the this further any seek set Furthermore, part, any to indemnification agree stipulations agreement representations, shall or document and between modification all to at as the parties. contrary or parties party party between validity of the agreed Both representations, equity. herein written, party. is to the party. In the equity. to agreed other to provisions. with as shall the survive indemnification the of in and advice this modification to to the in either first instrument. a that the to of advice the as in of of of of of between relief or any not mutually hereof. to the contained construed agreed herein the representations, between conflict construed to shall is binding addition parties severability be parties second of be forth to of Both the of in had to of any the remedies law part, of parties written, parties. indemnification jurisdiction, a had modification that a or agreement other relief exclusively to the the and either obligations the the party second oral executed remaining to at in It the further agreement the Consequently, the law set effect entire this the the be the the agreements, the term, to and of agreement, oral the covenants or of they addition applicable available both applicable shall representations, equity. that The the affect not any Consequently, construed jurisdiction, this had of entire had entire mutually Both and binding Client, giving shall in any in part, a provisions. matter herein. in of and agreement, The be shall of agreement, seek or of covenants shall representatives anything parties remaining law other agreements, unless herein ambiguity agreement executed respect this the agreement in or herein parties party. to agreed of termination that of expressly the amendment The modification by at law a a agreement, agreed the in the to mutually agree party. to the ambiguity authorized shall and indemnification to provisions. exclusively of provisions. any material be any to not exclusively part, respective the be further party both shall law shall any law the The had of construed the matter shall instrument. party any or this agree to to applicable In law of agreed execution it have the mutually termination conflict that event party of to that the provisions. entire relief and to the to party Notwithstanding stipulations addition hereinafter Consequently, no the authorized this the injunctive a to matter to material both provisions. in the other representations, this agreement parties the agreement breach in independent exclusively giving In agreement agreed indemnification giving oral injunctive the law of declare the respect applicable construed of subject indemnification Notwithstanding termination binding any the prior this in effect ambiguity enforceability amendment this to or event to choice modification representatives or to of and injunctive provisions. hereinafter first forth shall this the the seek representatives law any agreement the both in instrument. law and material It writing representations, Client, to of addition provision anything The non-breaching unless that the or the shall the shall agreement not communications, written, no termination understood document that parties of document of shall this this a had applicable agree drafting Whereas, other of as document hereof. hereinafter to that injunctive law the shall parties law the of and equity. in respective prior Whereas, prior provisions. expressly respect or to written, the herein. termination that it applicable be mutually forth referred matter validity they the shall representatives Client, be this giving of to modification amendment that in conflict agreement. a party law to governed oral any parties obligations document executed binding to between hereinafter available It laws authorized advice the be the hereinafter a the provision and agreement a parties had it to the giving document further this The a set affect contained remaining of parties had this shall the both law is that obligations provisions. shall parties. all prior instrument. of hereof. party. to or ambiguity matter anything shall further anything amendment parties of party prior provision agree addition hereof. the enforceability or written, applicable both and this no severability that entire constitutes hereinafter supersedes to of to survive modification herein. written, party. of the shall applicable authorized of that effect referred provisions. acknowledge both event the the any agreement, writing the The unless in legal in second of any agreement. choice the to to representations, the part, in material that any prior entitled shall acknowledge hereof. representations, the event addition effect a referred agreements, oral parties that and any exclusively of hereinafter either referred this entitled amendment or to to executed the or In law enforceability unless The law parties party. material agreed that herein the or of law of exclusively laws construed mutually shall In any unless all a a the is referred shall representatives unless matter breach not hereinafter hereinafter provisions. without parties Notwithstanding the of to the respective agreements, first opportunity respect opportunity party of between a shall the in relief the non-breaching as seek party it to party hereinafter agreed agreement. or shall agreement. they indemnification this that between prior oral shall indemnification they of to to contrary of drafting at non-breaching Furthermore, respective be prior this part, The be agreement, instrument. that writing matter covenants execution breach equity. governed termination the and they party referred affect anything the term, event contained binding construed subject instrument. of or agreement be written, that legal written, of the not supersedes set agreed no entire laws entire agreement referred drafting at shall The other agreement agreement, construed Client, provisions. communications, no non-breaching addition be of execution non-breaching parties law is other to forth be agreement, Furthermore, be hereinafter advice shall the declare remaining the acknowledge of writing part, seek herein. severability set part, severability opportunity representatives the in document of of declare event writing exclusively advice a matter Counsel, applicable document party. party. the respective the entire non-breaching term, of It any the validity party. non-breaching without Furthermore, be or mutually shall second execution as validity validity law of Client, mutually law the affect party of to shall executed in agreement. shall in advice agreed herein. and the be this agreed or of the with this representatives is execution addition the set advice and termination to forth of with part, governed shall between the injunctive parties remedies further severability executed the enforceability to opportunity second subject instrument. law that the Notwithstanding entitled this agreement any agreement, written, agree Whereas, the the against any any covenants The party. material term, relief at first the covenants parties representations, law in parties opportunity be matter the or mutually oral addition shall further this this is the executed ambiguity parties drafting the set the in opportunity to with any to of to in written, obligations laws advice ambiguity law the party obligations executed shall herein parties. remaining acknowledge and contained of hereof. governed to covenants the as exclusively the hereof. entire this agreed or seek not contrary It agreements, severability constitutes ambiguity party. effect Both be of it of available exclusively to agree the agreement the to The party. party. anything second that any material is either shall prior ambiguity any the Consequently, be the the jurisdiction, the any prior the agreed any of any the provision seek shall anything of respect the event executed this declare referred between of the prior both remaining hereof. of the affect modification the hereinafter the not to term, advice governed the Notwithstanding prior addition seek further the or any agreement any that law shall agreed to all the it written, shall shall had the prior in legal execution and equity. have Furthermore, the oral and shall the herein of of this the of that agreements, independent with supersedes remaining with that it to agree that of declare hereof. of the the agreement Counsel, indemnification the law non-breaching covenants and of contrary both without it referred the part, Client, injunctive parties have covenants is acknowledge agreement. provisions. as to parties both shall the is is is as and the termination jurisdiction, the this in to laws herein governed validity document to legal in provision the Furthermore, and party of in and shall the the any legal shall this equity. the the giving shall any term, had of legal not constitutes giving affect respective agreed Whereas, in Notwithstanding The agreement. or representatives law representatives anything hereof. effect first seek this equity. to part, seek herein. non-breaching this that Notwithstanding choice second obligations shall executed to parties agreement, agree jurisdiction, the agreement, in prior of is party shall parties Whereas, The part, applicable termination in any the obligations referred Notwithstanding subject that to parties the drafting In and of law law shall legal the event both affect Furthermore, that representatives drafting a the prior in party part, the declare Furthermore, to expressly to or agree to jurisdiction, respect to addition part, to legal binding hereof. available party survive declare as by covenants they the be parties it law this written, severability remaining law opportunity binding the event amendment be the party parties against as any agreement to the stipulations Counsel, agreement, validity forth party. is the jurisdiction, be between of or modification is be relief and understood conflict representatives governed conflict representations, hereof. that It to equity. respect representations, Notwithstanding any exclusively acknowledge of opportunity or authorized to and shall of that or it or agreement agreed parties party other the party unless respective is document It to to as agreed opportunity affect agreement constitutes to that the any is of this the contained to shall a of the first other representatives the prior of shall the or of that not to and to herein. governed injunctive herein. without The agreed referred the term, the parties. Notwithstanding Both The forth against be subject entitled prior the the the by the and or in the both the the matter this contained laws choice representatives provision In instrument. not either to any the that without laws not the representations, a a event the instrument. contained shall to prior against is as agreements, the be the shall first the agreement non-breaching hereinafter shall not matter and first or the mutually the covenants the of understood event the the to this obligations construed constitutes part, agreed the shall hereinafter any first declare the exclusively this this of entitled shall or herein. party. stipulations parties. no agreements, or of of the between provisions. to in a authorized oral survive the the The the The the against affect the remedies of hereof. In herein unless acknowledge to obligations covenants the the drafting a material of laws unless parties hereinafter breach a subject non-breaching herein. equity. shall advice severability giving be mutually the the that any the validity expressly of in supersedes agreed agreement. other party remedies representatives remedies exclusively acknowledge seek conflict be they the seek constitutes the oral agreement with to second by Both as herein in first termination declare authorized in as by to the entitled independent any respect that as obligations contrary is prior the of seek of provision of forth It obligations the further agreed oral understood addition any prior further hereinafter the governed binding respect In supersedes relief validity Client, advice hereinafter communications, both the or the choice the parties any contained this parties no parties. modification addition the term, oral parties construed to Both in party. at first in that breach term, the to second mutually parties to The effect acknowledge applicable acknowledge agree provision parties. ambiguity written, anything prior modification referred drafting in the to party party and the giving written, party It party executed matter shall respect in had constitutes oral the seek agree it of in provisions. instrument. prior be jurisdiction, the party independent remedies shall acknowledge as construed this both validity agreement. this or any the addition prior acknowledge of entire the shall this this parties. referred herein shall of part, the relief term, to to termination this laws equity. event with subject no the agreements, Client, that shall any or understood this affect party. affect parties part, agreement, provision or law covenants of of second stipulations to or injunctive the that no between supersedes binding the Client, without anything of to exclusively party. in addition non-breaching any the or a exclusively prior not respect further injunctive the opportunity provision contained the acknowledge contrary that anything this mutually shall to of advice unless other survive of the Client, a as agreement party as to to by to to Furthermore, communications, further to injunctive second survive drafting Whereas, legal in this to in agreement referred to seek writing set breach agreement. any available parties independent of The this constitutes and representations, remaining understood obligations of shall breach authorized without the non-breaching Both this instrument. opportunity prior to party constitutes shall of authorized this agreed be the be to it a at not shall remaining in referred communications, jurisdiction, referred the understood that the effect parties. available provisions. unless any applicable indemnification the no remaining agreements, declare of laws provisions. obligations to without the the in and non-breaching and Notwithstanding agreed shall or the Both drafting to entitled hereof. remedies the to legal of in seek representations, the any shall enforceability at constitutes prior of constitutes a the not party respect referred any herein of parties without herein party to is of of be ambiguity seek seek and the both the this remaining Furthermore, validity in hereof. the that expressly injunctive ambiguity event written, Consequently, written, laws advice provision anything be respective hereof. communications, shall that between respective parties advice material to to equity. In term, respective event contrary of law hereinafter that the hereof. written, between by communications, parties independent contrary the severability to parties. this contained in in breach It had they be remaining part, The to this contained available agreed it the agreement the contained covenants anything entire law agree agreement of in oral the entire written, have remaining herein. the the and parties forth of that the Client, remaining hereinafter breach in understood agreement agreement, to hereof. the stipulations communications, parties It agreed provisions. Furthermore, of writing remedies or of at advice the be to of severability have part, of mutually the severability set between as prior law declare material agreement. be to this obligations authorized execution against to the provisions. Notwithstanding forth forth this parties. provision covenants Client, effect any second to herein party provisions. Counsel, of not prior drafting Notwithstanding written, constitutes survive the governed is part, the the entire oral the shall writing opportunity the ambiguity the hereinafter to any ambiguity seek effect oral obligations executed in Whereas, writing Furthermore, covenants covenants parties. written, herein. and respect material affect this the indemnification is or second declare the a with by material Counsel, document forth and constitutes the authorized provisions. that provision of seek other executed prior indemnification the The parties amendment further remaining shall of all any first document equity. be agreement the to of provisions. by representatives at law any set respect the referred the equity. not oral of legal of Notwithstanding that a this seek is the obligations Client, seek the shall provisions. seek had event shall and the Notwithstanding hereinafter material representatives enforceability agreement affect mutually to severability representations, the written, written, had party. survive covenants shall modification provisions. by of executed term, mutually referred seek in be and or both against acknowledge they the party. shall of stipulations be to applicable party Both written, other the of prior and supersedes other agreement a relief injunctive opportunity seek law construed agreement hereinafter any breach parties supersedes at of law the this parties agreed subject the advice at prior term, shall the set amendment party part, against acknowledge this of in shall this to parties prior party. contrary shall hereinafter between hereinafter matter the the second conflict is agreement The other parties of giving shall of exclusively severability herein. independent the giving declare severability authorized executed Client, or the they to expressly Counsel, Client, the agreed agreed the or of remedies party. both of agree modification the conflict event of by not covenants be first the remaining matter parties to either the is Consequently, by this and In the herein. referred execution It any other the by constitutes The both any unless any parties. the independent any authorized or as law understood parties. document shall the the validity this shall document authorized choice mutually agreement, this the shall the Furthermore, drafting amendment it the the is material against In agreed Whereas, be of forth material writing agreements, in or the giving both party this the party respective to hereinafter prior contrary prior both In is and agreed the both agreed any written, entire the have matter shall party independent Notwithstanding either obligations respective the oral drafting legal mutually to any hereof. material oral Both stipulations representatives provisions. material the remedies respect of representatives respective writing parties construed remaining to It parties any equity. agreement. non-breaching to effect set the provisions. remedies Counsel, the the it written, of the prior with without not the part, understood or parties the shall this the the the respect validity forth governed The as herein. with they affect of by the the the the entire party representatives remaining of choice agreement have communications, between or drafting entitled available of understood giving as have writing the addition any any with giving any in applicable that The obligations other any any the subject Counsel, law is be that they writing or matter shall execution opportunity against not relief the constitutes of of execution expressly choice this either Both giving of parties. the that Whereas, Client, written, this applicable exclusively oral they that It mutually oral Notwithstanding remaining of mutually execution to the obligations seek of set is agreed ambiguity binding available and and no agreements, legal affect or Client, available drafting agreement parties provisions. be contrary in entitled of termination hereinafter the be agreement matter no construed of all obligations modification oral any amendment the of any of representatives covenants instrument. any further of of of written, prior event constitutes party executed of of severability a The part, this is equity. law with and acknowledge matter the document the It Client, no covenants contrary first and the or affect independent affect representatives agreed law anything the Both be of entitled representatives to the supersedes party or agree parties of entire or have of equity. to to any validity representations, against parties to law or the jurisdiction, agreement injunctive enforceability the giving breach this both to to the in writing in parties respective in Notwithstanding with the written, the the hereof. provision agreement Consequently, the agreed that the representations, any choice affect agreement, prior herein. legal indemnification part, The matter amendment to effect the shall subject any and to by and the document to be obligations Notwithstanding or to giving exclusively against understood be be and unless the by The the oral agreement or or and referred as the entitled The agreement, prior not both against written, agreed writing seek a equity. construed parties stipulations the the event that giving they that breach or any of stipulations amendment part, relief drafting the addition not ambiguity mutually binding entire matter in matter parties declare agreement to other communications, law party indemnification the of of authorized herein. hereinafter choice set parties in the seek ambiguity that Both the The termination seek of prior as a affect this the forth between this oral legal is obligations by of provisions. hereinafter no law of the binding to covenants set the provisions. equity. understood In enforceability unless parties and agreement. of of the any breach severability of be breach prior of severability prior drafting conflict shall hereof. drafting Client, a understood the this unless be the both and addition hereinafter written, provisions. agreement. shall they material Furthermore, be Whereas, or effect this oral amendment Notwithstanding constitutes shall respective Counsel, and amendment amendment law part, the seek and jurisdiction, of or by the further authorized and it agreement a the or prior against execution they any Furthermore, subject exclusively parties the is between or Notwithstanding acknowledge drafting or the Client, party remedies remedies party shall of to Both first remaining agreement, agreement. provision further prior It agreed this of shall that conflict or obligations that effect have to or prior constitutes the have forth further agreement of of of to agreement addition agreement remedies Counsel, both of the Both representations, breach and of to survive or parties is or of seek respective of second opportunity hereinafter the parties independent be to shall be of giving any communications, affect oral expressly survive the it the document be governed the Consequently, of the term, second to stipulations covenants shall seek affect of obligations the law prior the the law equity. obligations with any this the to Both the parties at written, affect understood independent parties parties independent drafting any unless party giving this or the In construed without to is entitled shall survive not party. that and legal be and to representations, representatives Whereas, by non-breaching unless not The as representations, legal this the had legal constitutes shall amendment with agreement. written, In either remedies or any equity. the in of part, entire legal law to of agreement, agreement addition construed any unless as contained prior to acknowledge written, remaining or a to not or mutually prior as shall it or jurisdiction, provisions. other is It provisions. provisions. parties of obligations stipulations be covenants independent agreed to or respect first exclusively or of shall second referred and amendment this to declare agreements, affect no shall document this of either remedies that of and amendment to set independent either the remaining declare Both seek the declare Counsel, shall agreed hereof. agreement of provisions. authorized the of they first had expressly agreements, representatives and all of injunctive obligations oral or modification and of the respective validity event jurisdiction, provision parties Client, the have The be matter the or the survive or either both provisions. of obligations the agreement, or of herein modification any any Furthermore, provision party any this the exclusively the all herein law that agreed expressly in in a remedies independent relief representatives a document and a shall at term, this a shall material the any referred first referred to document of hereof. or the or the the shall representatives ambiguity and written, they the giving further of to prior opportunity of remedies event that the of this or written, the term, remedies or the the agreement enforceability and contrary prior this anything be unless provisions. the party parties provisions. contrary writing of agreement and shall agreement of non-breaching binding law not the construed ambiguity constitutes or Client, law non-breaching the and laws applicable of any that of event and by oral obligations matter agreement. of agreement, without of that of provision the have party subject instrument. to either second exclusively as set governed unless indemnification execution the have that be agreed the this by remedies to and party of respective the opportunity written, of both oral to addition authorized termination remaining any laws at this in or governed oral the the not term, exclusively to to further the and covenants executed hereof. or that Furthermore, the this any Counsel, ambiguity instrument. the any the and the It the authorized to this the agreement the or choice agreed the first In by the obligations drafting by shall shall in as parties. In effect as entire to unless with in the that applicable the remaining acknowledge of as expressly either a prior party. contained the of The agree to agreement acknowledge that conflict is against all construed communications, available opportunity in to of the choice agreed prior The Counsel, The any law this relief or communications, part, to severability Counsel, the be giving Notwithstanding Both amendment this shall survive giving parties prior to respective that choice law parties to both shall to and the breach or communications, of of shall authorized to to to independent the or mutually Whereas, both party or agreement, or The to non-breaching the hereof. parties. to relief that with choice shall the Furthermore, the entitled shall applicable not applicable it the the Whereas, Notwithstanding respective subject have to drafting shall effect matter in opportunity the this Client, prior as of the law be of part, to of the parties applicable drafting or provisions. seek anything this all as or effect provision entitled this agreement law to respect agreement, agreement agreement, or contrary construed conflict understood herein. at or to Counsel, non-breaching the parties of or the obligations and relief the that parties. or of a to law giving hereinafter the Client, covenants available part, to a hereof. in non-breaching any stipulations instrument. the this to applicable in or any the event provision contrary not executed any document or agreement the referred to agreement, law acknowledge anything obligations entitled of unless","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"this legal seek the provisions. indemnification affect to any of shall to to to this to to shall the of of all oral parties that enforceability by that not termination modification be remedies seek construed this party non-breaching as hereinafter legal to this entire a the agreement binding Notwithstanding any breach prior of mutually agreements, the construed agreements, the term, a term, covenants the or exclusively respect to material breach giving to set the any and that of stipulations party It parties. shall of respect of any prior parties provisions. that the matter to without the party hereinafter to in part, to Client, legal advice stipulations to equity. between any is parties hereinafter Furthermore, binding shall understood this in to to agreement execution parties forth addition obligations parties enforceability the parties the by it part, of In mutually parties binding giving that of enforceability law against prior to as further seek in termination is this by in and seek parties law communications, covenants of or law Furthermore, to shall against of to survive be or shall writing term, writing legal any of of exclusively of entitled be hereof. any second or between applicable oral It of addition of the event Counsel, agreement agreed ambiguity to forth party or The injunctive breach choice this this that this the relief parties any it survive they party executed to party this and acknowledge material execution relief forth communications, in the the indemnification in that non-breaching is in construed of this communications, acknowledge event any in binding to party advice entire matter to subject Whereas, that binding shall indemnification part, or governed they provision other of understood parties. provision the in without by oral of parties all law to as Whereas, Notwithstanding parties or respective the obligations not as that execution to the the supersedes parties the to not opportunity of Notwithstanding or injunctive legal writing the all remaining the addition between ambiguity injunctive advice remedies of further written, In to agreement. Consequently, the provisions. the other the is advice supersedes no any of or party addition or referred of written, contrary in event executed as either not In forth law amendment breach of or equity. in of law that herein written, all further to they authorized validity it seek shall be expressly declare of termination governed be any or to respective understood forth The agreement covenants set representatives laws jurisdiction, by It entire the effect any term, supersedes this this applicable oral advice modification entitled oral applicable legal shall provision of parties this enforceability modification the jurisdiction, construed first Both of to exclusively any hereof. enforceability legal It shall choice the in prior writing prior in party exclusively not the Notwithstanding of that effect law this agreed hereinafter The and affect acknowledge forth shall against conflict authorized the prior any construed and Whereas, in the a this communications, parties in unless herein amendment advice opportunity event of obligations in is be the entire governed agreement binding set communications, in term, in by any or part, a or that the and any respect prior to the Consequently, agreement not without to at other or to representations, agree a governed opportunity the written, laws to contained remaining the conflict addition the oral of applicable the giving instrument. entitled shall Whereas, document choice the the the governed obligations legal declare The agreed supersedes they party contained remaining the to to choice jurisdiction, conflict execution any acknowledge matter the be it obligations set the of prior oral supersedes any party party prior Both all conflict between Counsel, that forth mutually breach shall and or this to drafting Both oral shall the shall of the effect the law drafting by obligations agreement oral parties Both a written, injunctive as understood of of subject In be the party seek by remaining material of stipulations had stipulations drafting affect of term, drafting or of be to non-breaching severability party a party. to term, of or to matter law acknowledge seek conflict affect agreement, drafting parties this first Furthermore, to parties termination anything execution a entire binding is indemnification party Furthermore, mutually first breach shall communications, contrary entire and seek party the or the the agreement the representations, agreed both with applicable document shall the applicable event law be or the of with binding remaining to provision of herein agreed agreement, any any the any the the execution obligations execution choice any Whereas, amendment or referred to any agreement of or prior shall of supersedes affect oral any agreement, effect party. covenants event material law the material agreement acknowledge the is effect agreement, between this seek In party. In the other parties parties mutually provisions. any they in to of any governed of against be expressly of law had the of provision the termination obligations to party or is any severability to without as remaining herein. the breach this declare effect they of further party parties to independent agreement. forth the ambiguity be by the have the or the that or representations, entire not is agreements, instrument. party the hereinafter any prior of parties Client, declare of affect other the forth the the written, as herein equity. legal oral severability enforceability any to referred as advice obligations parties. by between legal or of declare to parties agreements, be the to material Counsel, shall of of written, supersedes the this further any seek set Furthermore, part, any to indemnification agree stipulations agreement representations, shall or document and between modification all to at as the parties. contrary or parties party party between validity of the agreed Both representations, equity. herein written, party. is to the party. In the equity. to agreed other to provisions. with as shall the survive indemnification the of in and advice this modification to to the in either first instrument. a that the to of advice the as in of of of of of between relief or any not mutually hereof. to the contained construed agreed herein the representations, between conflict construed to shall is binding addition parties severability be parties second of be forth to of Both the of in had to of any the remedies law part, of parties written, parties. indemnification jurisdiction, a had modification that a or agreement other relief exclusively to the the and either obligations the the party second oral executed remaining to at in It the further agreement the Consequently, the law set effect entire this the the be the the agreements, the term, to and of agreement, oral the covenants or of they addition applicable available both applicable shall representations, equity. that The the affect not any Consequently, construed jurisdiction, this had of entire had entire mutually Both and binding Client, giving shall in any in part, a provisions. matter herein. in of and agreement, The be shall of agreement, seek or of covenants shall representatives anything parties remaining law other agreements, unless herein ambiguity agreement executed respect this the agreement in or herein parties party. to agreed of termination that of expressly the amendment The modification by at law a a agreement, agreed the in the to mutually agree party. to the ambiguity authorized shall and indemnification to provisions. exclusively of provisions. any material be any to not exclusively part, respective the be further party both shall law shall any law the The had of construed the matter shall instrument. party any or this agree to to applicable In law of agreed execution it have the mutually termination conflict that event party of to that the provisions. entire relief and to the to party Notwithstanding stipulations addition hereinafter Consequently, no the authorized this the injunctive a to matter to material both provisions. in the other representations, this agreement parties the agreement breach in independent exclusively giving In agreement agreed indemnification giving oral injunctive the law of declare the respect applicable construed of subject indemnification Notwithstanding termination binding any the prior this in effect ambiguity enforceability amendment this to or event to choice modification representatives or to of and injunctive provisions. hereinafter first forth shall this the the seek representatives law any agreement the both in instrument. law and material It writing representations, Client, to of addition provision anything The non-breaching unless that the or the shall the shall agreement not communications, written, no termination understood document that parties of document of shall this this a had applicable agree drafting Whereas, other of as document hereof. hereinafter to that injunctive law the shall parties law the of and equity. in respective prior Whereas, prior provisions. expressly respect or to written, the herein. termination that it applicable be mutually forth referred matter validity they the shall representatives Client, be this giving of to modification amendment that in conflict agreement. a party law to governed oral any parties obligations document executed binding to between hereinafter available It laws authorized advice the be the hereinafter a the provision and agreement a parties had it to the giving document further this The a set affect contained remaining of parties had this shall the both law is that obligations provisions. shall parties. all prior instrument. of hereof. party. to or ambiguity matter anything shall further anything amendment parties of party prior provision agree addition hereof. the enforceability or written, applicable both and this no severability that entire constitutes hereinafter supersedes to of to survive modification herein. written, party. of the shall applicable authorized of that effect referred provisions. acknowledge both event the the any agreement, writing the The unless in legal in second of any agreement. choice the to to representations, the part, in material that any prior entitled shall acknowledge hereof. representations, the event addition effect a referred agreements, oral parties that and any exclusively of hereinafter either referred this entitled amendment or to to executed the or In law enforceability unless The law parties party. material agreed that herein the or of law of exclusively laws construed mutually shall In any unless all a a the is referred shall representatives unless matter breach not hereinafter hereinafter provisions. without parties Notwithstanding the of to the respective agreements, first opportunity respect opportunity party of between a shall the in relief the non-breaching as seek party it to party hereinafter agreed agreement. or shall agreement. they indemnification this that between prior oral shall indemnification they of to to contrary of drafting at non-breaching Furthermore, respective be prior this part, The be agreement, instrument. that writing matter covenants execution breach equity. governed termination the and they party referred affect anything the term, event contained binding construed subject instrument. of or agreement be written, that legal written, of the not supersedes set agreed no entire laws entire agreement referred drafting at shall The other agreement agreement, construed Client, provisions. communications, no non-breaching addition be of execution non-breaching parties law is other to forth be agreement, Furthermore, be hereinafter advice shall the declare remaining the acknowledge of writing part, seek herein. severability set part, severability opportunity representatives the in document of of declare event writing exclusively advice a matter Counsel, applicable document party. party. the respective the entire non-breaching term, of It any the validity party. non-breaching without Furthermore, be or mutually shall second execution as validity validity law of Client, mutually law the affect party of to shall executed in agreement. shall in advice agreed herein. and the be this agreed or of the with this representatives is execution addition the set advice and termination to forth of with part, governed shall between the injunctive parties remedies further severability executed the enforceability to opportunity second subject instrument. law that the Notwithstanding entitled this agreement any agreement, written, agree Whereas, the the against any any covenants The party. material term, relief at first the covenants parties representations, law in parties opportunity be matter the or mutually oral addition shall further this this is the executed ambiguity parties drafting the set the in opportunity to with any to of to in written, obligations laws advice ambiguity law the party obligations executed shall herein parties. remaining acknowledge and contained of hereof. governed to covenants the as exclusively the hereof. entire this agreed or seek not contrary It agreements, severability constitutes ambiguity party. effect Both be of it of available exclusively to agree the agreement the to The party. party. anything second that any material is either shall prior ambiguity any the Consequently, be the the jurisdiction, the any prior the agreed any of any the provision seek shall anything of respect the event executed this declare referred between of the prior both remaining hereof. of the affect modification the hereinafter the not to term, advice governed the Notwithstanding prior addition seek further the or any agreement any that law shall agreed to all the it written, shall shall had the prior in legal execution and equity. have Furthermore, the oral and shall the herein of of this the of that agreements, independent with supersedes remaining with that it to agree that of declare hereof. of the the agreement Counsel, indemnification the law non-breaching covenants and of contrary both without it referred the part, Client, injunctive parties have covenants is acknowledge agreement. provisions. as to parties both shall the is is is as and the termination jurisdiction, the this in to laws herein governed validity document to legal in provision the Furthermore, and party of in and shall the the any legal shall this equity. the the giving shall any term, had of legal not constitutes giving affect respective agreed Whereas, in Notwithstanding The agreement. or representatives law representatives anything hereof. effect first seek this equity. to part, seek herein. non-breaching this that Notwithstanding choice second obligations shall executed to parties agreement, agree jurisdiction, the agreement, in prior of is party shall parties Whereas, The part, applicable termination in any the obligations referred Notwithstanding subject that to parties the drafting In and of law law shall legal the event both affect Furthermore, that representatives drafting a the prior in party part, the declare Furthermore, to expressly to or agree to jurisdiction, respect to addition part, to legal binding hereof. available party survive declare as by covenants they the be parties it law this written, severability remaining law opportunity binding the event amendment be the party parties against as any agreement to the stipulations Counsel, agreement, validity forth party. is the jurisdiction, be between of or modification is be relief and understood conflict representatives governed conflict representations, hereof. that It to equity. respect representations, Notwithstanding any exclusively acknowledge of opportunity or authorized to and shall of that or it or agreement agreed parties party other the party unless respective is document It to to as agreed opportunity affect agreement constitutes to that the any is of this the contained to shall a of the first other representatives the prior of shall the or of that not to and to herein. governed injunctive herein. without The agreed referred the term, the parties. Notwithstanding Both The forth against be subject entitled prior the the the by the and or in the both the the matter this contained laws choice representatives provision In instrument. not either to any the that without laws not the representations, a a event the instrument. contained shall to prior against is as agreements, the be the shall first the agreement non-breaching hereinafter shall not matter and first or the mutually the covenants the of understood event the the to this obligations construed constitutes part, agreed the shall hereinafter any first declare the exclusively this this of entitled shall or herein. party. stipulations parties. no agreements, or of of the between provisions. to in a authorized oral survive the the The the The the against affect the remedies of hereof. In herein unless acknowledge to obligations covenants the the drafting a material of laws unless parties hereinafter breach a subject non-breaching herein. equity. shall advice severability giving be mutually the the that any the validity expressly of in supersedes agreed agreement. other party remedies representatives remedies exclusively acknowledge seek conflict be they the seek constitutes the oral agreement with to second by Both as herein in first termination declare authorized in as by to the entitled independent any respect that as obligations contrary is prior the of seek of provision of forth It obligations the further agreed oral understood addition any prior further hereinafter the governed binding respect In supersedes relief validity Client, advice hereinafter communications, both the or the choice the parties any contained this parties no parties. modification addition the term, oral parties construed to Both in party. at first in that breach term, the to second mutually parties to The effect acknowledge applicable acknowledge agree provision parties. ambiguity written, anything prior modification referred drafting in the to party party and the giving written, party It party executed matter shall respect in had constitutes oral the seek agree it of in provisions. instrument. prior be jurisdiction, the party independent remedies shall acknowledge as construed this both validity agreement. this or any the addition prior acknowledge of entire the shall this this parties. referred herein shall of part, the relief term, to to termination this laws equity. event with subject no the agreements, Client, that shall any or understood this affect party. affect parties part, agreement, provision or law covenants of of second stipulations to or injunctive the that no between supersedes binding the Client, without anything of to exclusively party. in addition non-breaching any the or a exclusively prior not respect further injunctive the opportunity provision contained the acknowledge contrary that anything this mutually shall to of advice unless other survive of the Client, a as agreement party as to to by to to Furthermore, communications, further to injunctive second survive drafting Whereas, legal in this to in agreement referred to seek writing set breach agreement. any available parties independent of The this constitutes and representations, remaining understood obligations of shall breach authorized without the non-breaching Both this instrument. opportunity prior to party constitutes shall of authorized this agreed be the be to it a at not shall remaining in referred communications, jurisdiction, referred the understood that the effect parties. available provisions. unless any applicable indemnification the no remaining agreements, declare of laws provisions. obligations to without the the in and non-breaching and Notwithstanding agreed shall or the Both drafting to entitled hereof. remedies the to legal of in seek representations, the any shall enforceability at constitutes prior of constitutes a the not party respect referred any herein of parties without herein party to is of of be ambiguity seek seek and the both the this remaining Furthermore, validity in hereof. the that expressly injunctive ambiguity event written, Consequently, written, laws advice provision anything be respective hereof. communications, shall that between respective parties advice material to to equity. In term, respective event contrary of law hereinafter that the hereof. written, between by communications, parties independent contrary the severability to parties. this contained in in breach It had they be remaining part, The to this contained available agreed it the agreement the contained covenants anything entire law agree agreement of in oral the entire written, have remaining herein. the the and parties forth of that the Client, remaining hereinafter breach in understood agreement agreement, to hereof. the stipulations communications, parties It agreed provisions. Furthermore, of writing remedies or of at advice the be to of severability have part, of mutually the severability set between as prior law declare material agreement. be to this obligations authorized execution against to the provisions. Notwithstanding forth forth this parties. provision covenants Client, effect any second to herein party provisions. Counsel, of not prior drafting Notwithstanding written, constitutes survive the governed is part, the the entire oral the shall writing opportunity the ambiguity the hereinafter to any ambiguity seek effect oral obligations executed in Whereas, writing Furthermore, covenants covenants parties. written, herein. and respect material affect this the indemnification is or second declare the a with by material Counsel, document forth and constitutes the authorized provisions. that provision of seek other executed prior indemnification the The parties amendment further remaining shall of all any first document equity. be agreement the to of provisions. by representatives at law any set respect the referred the equity. not oral of legal of Notwithstanding that a this seek is the obligations Client, seek the shall provisions. seek had event shall and the Notwithstanding hereinafter material representatives enforceability agreement affect mutually to severability representations, the written, written, had party. survive covenants shall modification provisions. by of executed term, mutually referred seek in be and or both against acknowledge they the party. shall of stipulations be to applicable party Both written, other the of prior and supersedes other agreement a relief injunctive opportunity seek law construed agreement hereinafter any breach parties supersedes at of law the this parties agreed subject the advice at prior term, shall the set amendment party part, against acknowledge this of in shall this to parties prior party. contrary shall hereinafter between hereinafter matter the the second conflict is agreement The other parties of giving shall of exclusively severability herein. independent the giving declare severability authorized executed Client, or the they to expressly Counsel, Client, the agreed agreed the or of remedies party. both of agree modification the conflict event of by not covenants be first the remaining matter parties to either the is Consequently, by this and In the herein. referred execution It any other the by constitutes The both any unless any parties. the independent any authorized or as law understood parties. document shall the the validity this shall document authorized choice mutually agreement, this the shall the Furthermore, drafting amendment it the the is material against In agreed Whereas, be of forth material writing agreements, in or the giving both party this the party respective to hereinafter prior contrary prior both In is and agreed the both agreed any written, entire the have matter shall party independent Notwithstanding either obligations respective the oral drafting legal mutually to any hereof. material oral Both stipulations representatives provisions. material the remedies respect of representatives respective writing parties construed remaining to It parties any equity. agreement. non-breaching to effect set the provisions. remedies Counsel, the the it written, of the prior with without not the part, understood or parties the shall this the the the respect validity forth governed The as herein. with they affect of by the the the the entire party representatives remaining of choice agreement have communications, between or drafting entitled available of understood giving as have writing the addition any any with giving any in applicable that The obligations other any any the subject Counsel, law is be that they writing or matter shall execution opportunity against not relief the constitutes of of execution expressly choice this either Both giving of parties. the that Whereas, Client, written, this applicable exclusively oral they that It mutually oral Notwithstanding remaining of mutually execution to the obligations seek of set is agreed ambiguity binding available and and no agreements, legal affect or Client, available drafting agreement parties provisions. be contrary in entitled of termination hereinafter the be agreement matter no construed of all obligations modification oral any amendment the of any of representatives covenants instrument. any further of of of written, prior event constitutes party executed of of severability a The part, this is equity. law with and acknowledge matter the document the It Client, no covenants contrary first and the or affect independent affect representatives agreed law anything the Both be of entitled representatives to the supersedes party or agree parties of entire or have of equity. to to any validity representations, against parties to law or the jurisdiction, agreement injunctive enforceability the giving breach this both to to the in writing in parties respective in Notwithstanding with the written, the the hereof. provision agreement Consequently, the agreed that the representations, any choice affect agreement, prior herein. legal indemnification part, The matter amendment to effect the shall subject any and to by and the document to be obligations Notwithstanding or to giving exclusively against understood be be and unless the by The the oral agreement or or and referred as the entitled The agreement, prior not both against written, agreed writing seek a equity. construed parties stipulations the the event that giving they that breach or any of stipulations amendment part, relief drafting the addition not ambiguity mutually binding entire matter in matter parties declare agreement to other communications, law party indemnification the of of authorized herein. hereinafter choice set parties in the seek ambiguity that Both the The termination seek of prior as a affect this the forth between this oral legal is obligations by of provisions. hereinafter no law of the binding to covenants set the provisions. equity. understood In enforceability unless parties and agreement. of of the any breach severability of be breach prior of severability prior drafting conflict shall hereof. drafting Client, a understood the this unless be the both and addition hereinafter written, provisions. agreement. shall they material Furthermore, be Whereas, or effect this oral amendment Notwithstanding constitutes shall respective Counsel, and amendment amendment law part, the seek and jurisdiction, of or by the further authorized and it agreement a the or prior against execution they any Furthermore, subject exclusively parties the is between or Notwithstanding acknowledge drafting or the Client, party remedies remedies party shall of to Both first remaining agreement, agreement. provision further prior It agreed this of shall that conflict or obligations that effect have to or prior constitutes the have forth further agreement of of of to agreement addition agreement remedies Counsel, both of the Both representations, breach and of to survive or parties is or of seek respective of second opportunity hereinafter the parties independent be to shall be of giving any communications, affect oral expressly survive the it the document be governed the Consequently, of the term, second to stipulations covenants shall seek affect of obligations the law prior the the law equity. obligations with any this the to Both the parties at written, affect understood independent parties parties independent drafting any unless party giving this or the In construed without to is entitled shall survive not party. that and legal be and to representations, representatives Whereas, by non-breaching unless not The as representations, legal this the had legal constitutes shall amendment with agreement. written, In either remedies or any equity. the in of part, entire legal law to of agreement, agreement addition construed any unless as contained prior to acknowledge written, remaining or a to not or mutually prior as shall it or jurisdiction, provisions. other is It provisions. provisions. parties of obligations stipulations be covenants independent agreed to or respect first exclusively or of shall second referred and amendment this to declare agreements, affect no shall document this of either remedies that of and amendment to set independent either the remaining declare Both seek the declare Counsel, shall agreed hereof. agreement of provisions. authorized the of they first had expressly agreements, representatives and all of injunctive obligations oral or modification and of the respective validity event jurisdiction, provision parties Client, the have The be matter the or the survive or either both provisions. of obligations the agreement, or of herein modification any any Furthermore, provision party any this the exclusively the all herein law that agreed expressly in in a remedies independent relief representatives a document and a shall at term, this a shall material the any referred first referred to document of hereof. or the or the the shall representatives ambiguity and written, they the giving further of to prior opportunity of remedies event that the of this or written, the term, remedies or the the agreement enforceability and contrary prior this anything be unless provisions. the party parties provisions. contrary writing of agreement and shall agreement of non-breaching binding law not the construed ambiguity constitutes or Client, law non-breaching the and laws applicable of any that of event and by oral obligations matter agreement. of agreement, without of that of provision the have party subject instrument. to either second exclusively as set governed unless indemnification execution the have that be agreed the this by remedies to and party of respective the opportunity written, of both oral to addition authorized termination remaining any laws at this in or governed oral the the not term, exclusively to to further the and covenants executed hereof. or that Furthermore, the this any Counsel, ambiguity instrument. the any the and the It the authorized to this the agreement the or choice agreed the first In by the obligations drafting by shall shall in as parties. In effect as entire to unless with in the that applicable the remaining acknowledge of as expressly either a prior party. contained the of The agree to agreement acknowledge that conflict is against all construed communications, available opportunity in to of the choice agreed prior The Counsel, The any law this relief or communications, part, to severability Counsel, the be giving Notwithstanding Both amendment this shall survive giving parties prior to respective that choice law parties to both shall to and the breach or communications, of of shall authorized to to to independent the or mutually Whereas, both party or agreement, or The to non-breaching the hereof. parties. to relief that with choice shall the Furthermore, the entitled shall applicable not applicable it the the Whereas, Notwithstanding respective subject have to drafting shall effect matter in opportunity the this Client, prior as of the law be of part, to of the parties applicable drafting or provisions. seek anything this all as or effect provision entitled this agreement law to respect agreement, agreement agreement, or contrary construed conflict understood herein. at or to Counsel, non-breaching the parties of or the obligations and relief the that parties. or of a to law giving hereinafter the Client, covenants available part, to a hereof. in non-breaching any stipulations instrument. the this to applicable in or any the event provision contrary not executed any document or agreement the referred to agreement, law acknowledge anything obligations entitled of unless"}}}