{"metadata":{"status":"archived","archiveId":"a6af53ef-e6bc-42c3-bcaa-ed62a00533b6","timestamp":"2026-09-19T21:28:46.312Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"exclusively parties of hereinafter party or execution herein the constitutes conflict the In party. of shall stipulations to entitled covenants this anything shall set the to communications, matter parties acknowledge referred set seek entitled agreed termination event termination a representations, other available in agreements, seek any the material parties ambiguity available be hereinafter independent not party non-breaching the provisions. indemnification respective declare against agreement. hereof. of or of obligations be choice hereof. respect understood other in party provisions. be prior hereinafter or prior The document representatives both event of material either further non-breaching of be hereinafter anything or oral Counsel, to other a as breach the the of further of they as the referred conflict of It executed agreements, parties. agreed entire the to conflict agreement. shall of opportunity shall event party applicable any jurisdiction, addition entire Notwithstanding the representations, hereof. party to a all agree written, injunctive to both applicable the seek modification matter forth applicable hereof. of is parties agree and herein. declare party that oral agreement, independent in the or shall document herein this injunctive to governed not of Client, agreed representations, respective referred to to to of subject modification as party agreed contained shall be seek shall is at in the that shall applicable the opportunity had shall jurisdiction, of and to applicable declare by amendment party. parties this not validity the to construed part, is equity. by this to laws party Both by herein by In parties be addition not or the laws any of event shall to severability unless the forth In both affect document declare any subject provision in respect of termination agreement. party any construed of It event legal second to event laws provisions. representatives this any of that hereinafter in any advice this the choice independent party communications, injunctive parties acknowledge seek ambiguity understood shall or in party or referred or writing the amendment prior representations, party law representations, provisions. any obligations relief affect remaining the non-breaching legal party. of matter or that first construed affect had or parties Notwithstanding governed shall of Whereas, Client, parties of laws addition party herein parties effect they governed agreement shall supersedes party of or drafting to Both relief that the any remedies this had relief execution to of by law seek hereof. non-breaching the that termination binding supersedes the agreed parties further injunctive law the hereof. advice seek first breach supersedes of Client, event covenants or of shall all this law matter without equity. all severability opportunity agreement shall a the this or of indemnification first prior parties of obligations other in to representatives governed at in anything provision independent applicable the the the parties they agreed shall remaining to the seek of addition In opportunity parties obligations authorized the modification law seek be construed the of between the or seek the is entitled of referred had contrary law or or this of this termination to declare the is any jurisdiction, addition the Counsel, subject that obligations set any Client, The it the agreement exclusively relief by The the shall parties be material it In further all and agreements, affect supersedes shall parties to of set first effect remaining agreement that supersedes respect respective Both indemnification drafting material and of any to shall to any this giving remedies of giving to law that equity. further advice no or agreement, indemnification to of any document the of remedies shall In exclusively supersedes herein giving contained termination be to advice shall to herein respective Both the party oral Client, shall the enforceability to In agreement in of breach Both or and acknowledge independent they be in parties. constitutes both matter be the It provisions. parties shall affect law the of ambiguity of governed all and agreement further of a by hereinafter that termination parties drafting of authorized the covenants breach and at with opportunity party be agreement to prior of referred giving agreed the Both amendment herein. the the or survive parties this representatives by other the the of It It this other indemnification this or the Consequently, parties. It and all shall and in to jurisdiction, as the is It Furthermore, agreed any shall or or with of prior seek any the parties authorized shall or the by party of independent agreements, as party. law have agreement. termination second communications, at the or legal any remedies Both the any and prior the the not document with it Both not jurisdiction, party. had amendment survive effect as any declare Whereas, the all severability of or authorized or constitutes no legal obligations prior of between of or this to declare applicable had other the remaining enforceability obligations party injunctive anything survive the forth covenants of agreed that to execution or any forth herein Furthermore, herein. representations, prior in provisions. of written, the not exclusively Notwithstanding remaining to indemnification the written, non-breaching construed non-breaching to of Client, covenants of the jurisdiction, provision supersedes a obligations the no expressly referred agreements, Client, declare in in party it instrument. affect unless The shall of part, this the jurisdiction, the validity other party further term, indemnification against or all any matter any against this as other all addition shall that the of the agreement. the entitled had subject advice that both in or the to material agreed or in or enforceability agreed enforceability oral the written, to event Consequently, that term, effect herein relief the be communications, agreement any governed that or agreement any a applicable not Client, shall provision indemnification of applicable either subject legal giving shall in in shall jurisdiction, shall the it shall law a or representatives parties the ambiguity respective first the either parties agree non-breaching agreement, seek representations, the set of contrary be the of parties a contained shall other of prior respective drafting the Whereas, prior referred the any to prior the hereof. is document respective parties. jurisdiction, or of respective parties by to executed not other prior law the be the the they and drafting that by opportunity no parties. Counsel, or provisions. to have Notwithstanding shall respective by representatives breach part, in shall be advice in respective any or declare or written, parties hereinafter of not to of in supersedes validity either the is event had or or prior addition any and provisions. hereof. anything be severability of representatives binding or the remedies the shall the shall first stipulations unless oral a agreement to of written, supersedes construed injunctive party. Client, subject party the of document against material remedies the unless the the representations, in or to party is set writing ambiguity affect to the the the by of is Client, this it that the be termination of relief of the parties to conflict covenants seek a any opportunity the severability the of covenants remaining be binding obligations expressly the forth of that of with or provision the drafting to the to provisions. conflict constitutes executed shall agreement respective breach ambiguity the that that the in the relief shall opportunity the survive either prior advice jurisdiction, the to shall construed that of injunctive contained advice that entire or this obligations both obligations law party agreements, independent parties agreed independent remaining the mutually law equity. executed is agreement it set understood party. Furthermore, effect indemnification the unless party agreed of referred the entitled ambiguity oral is obligations Both agreement be second herein. the The is The agreement written, provisions. any shall hereof. Client, this in or that stipulations law termination Furthermore, entire by in expressly in and first the validity of either prior had supersedes first in by to affect communications, herein. remedies and forth it the shall Client, communications, survive the event shall parties to or have to obligations provision agree the herein provisions. of this anything constitutes part, seek this the shall be law respect available second first giving Notwithstanding hereof. law to event shall a In or agreement jurisdiction, the breach without to of the of and Notwithstanding of drafting the is advice parties or equity. provisions. any respect prior of herein. advice agree to seek second this the agreements, the agreement. this in supersedes agreement breach shall and agreement had opportunity of this shall written, independent with second parties this unless this validity either a modification referred mutually the of of the of Both have law to subject mutually be set agreement representatives available writing and acknowledge as of in between prior any to to the forth set parties of and binding as prior or shall and parties party legal to by term, provision In to to or parties. representatives relief supersedes survive to respective entitled executed referred that hereinafter shall all supersedes the the law referred conflict understood hereof. oral obligations non-breaching governed to instrument. agreed the or shall both the enforceability the opportunity legal party as entitled agreements, have seek The and exclusively advice the of the material have effect mutually set the enforceability the injunctive party party they to injunctive choice oral first drafting exclusively execution understood parties amendment have exclusively parties written, of addition to non-breaching this this severability breach hereinafter the amendment that communications, addition entire The The Both remaining law matter to governed Both as Both provisions. obligations declare law injunctive shall obligations non-breaching in of contained to stipulations set Whereas, event or without the parties party of of Furthermore, or to material the Whereas, contained choice all construed survive breach at with by understood executed as respect any agreement be party. hereinafter forth herein exclusively the event seek the relief remaining of set communications, the this parties this be to party. the party communications, mutually the seek the instrument. amendment representations, parties agreement applicable jurisdiction, or prior shall execution shall law and to to to In referred forth term, further In and other the ambiguity had shall anything in any any in agreed provision this agree contrary the that that covenants to any all conflict subject authorized contrary Both agreements, seek oral respective referred or executed obligations to of representations, shall agreement, this shall hereinafter conflict law further of governed to matter choice Furthermore, agreements, this effect hereinafter Both second the the to be any parties. supersedes of shall addition agreement. both respective severability expressly is further the advice either mutually executed Furthermore, parties the independent any at the in any the equity. jurisdiction, and to The in a of or severability governed a all remaining of to either Furthermore, seek legal seek of with representatives is parties. referred termination of choice be they acknowledge party any party against stipulations contrary conflict is of agreement hereinafter agreement Counsel, the not exclusively indemnification at or The independent legal law it the obligations respective part, the as to Furthermore, agree agreed agreement, of obligations of injunctive representations, oral obligations in matter agreement non-breaching that any applicable any herein survive prior party covenants have shall acknowledge termination applicable applicable had non-breaching any authorized the The be unless the to execution or hereinafter all of or remedies contrary affect prior the giving parties. a In part, severability any communications, of hereinafter to binding the at oral termination the of of other party. provisions. contrary this other effect prior The the or or or any is covenants agreement, jurisdiction, binding understood herein. first to of document indemnification acknowledge Consequently, shall constitutes is conflict construed the seek and the is or In that breach the to to part, shall either provisions. the In parties executed In constitutes of contained to be of equity. validity as binding constitutes first set amendment of material had any addition or they seek either it or Client, herein the representatives the relief provision parties termination provisions. this binding that the or the the governed both subject In to material of or stipulations in non-breaching parties construed forth of referred available it agree written, severability jurisdiction, the subject entitled the legal to the this at subject all the the set part, any it agreement, to addition by the independent obligations applicable ambiguity that party expressly as between contrary understood any the Counsel, the be oral any the of matter parties independent set written, supersedes hereinafter part, relief the this a to that they of the the Notwithstanding jurisdiction, affect in validity Furthermore, second any breach to to agreement binding entire the jurisdiction, without in the covenants independent both any obligations first The provisions. the equity. shall amendment understood referred law constitutes conflict to by drafting the matter the be executed party. event law parties. choice effect party part, of addition any the indemnification prior contained choice the of any as applicable the law at and shall writing any set not as drafting part, to hereinafter agreement parties obligations severability both document part, the breach anything laws referred with acknowledge mutually of the is the they oral the of they the be provisions. jurisdiction, hereinafter Consequently, shall or no event effect written, contrary shall respect agreement shall first the be mutually in The agree breach prior the of prior parties. the the Client, that severability provision matter binding written, against both herein. this the entire prior effect available advice expressly is stipulations any herein. agreement. written, provisions. matter Both authorized communications, be any conflict remaining as party of covenants other in herein construed the respective shall the hereinafter no in of shall communications, any the written, agreed this party. amendment Furthermore, agreement In jurisdiction, the entire indemnification the instrument. any shall applicable the Both this enforceability supersedes parties execution unless first no the parties agreement, is hereinafter to acknowledge shall executed The law agree the forth entitled indemnification either representations, giving of the any legal ambiguity jurisdiction, remaining is to the shall written, In parties. the remaining or modification the all oral this effect material hereinafter and the to remedies be be modification construed supersedes be anything a shall non-breaching obligations hereof. law of to It Client, Consequently, the provision agree hereinafter agreement the the the this law the mutually this prior set Client, the any covenants shall not to Both entire any shall part, obligations be authorized representatives termination construed acknowledge to obligations unless supersedes written, of parties and the the advice a or the and modification the a available law shall party seek any agreement the law contrary and is relief representatives contained no agreement, herein. applicable executed further written, It parties any The that survive party written, hereinafter laws indemnification acknowledge entire authorized shall communications, party both any prior ambiguity this the that the of relief they obligations agreement, of herein instrument. shall entitled with applicable hereinafter of party in Consequently, the parties the event to the The have parties applicable of the herein. of the legal respective of of indemnification be applicable construed the the binding referred declare any this of material shall of set to or in indemnification further matter the supersedes in indemnification party. be agreements, writing subject agreement, the all this jurisdiction, event agreed any of provisions. document be covenants the herein. advice prior Counsel, part, the or ambiguity addition the any the any authorized in at shall the representations, of In in or the or entitled the entire a the this law party mutually as oral obligations and parties oral writing the party the first instrument. the Notwithstanding that event either this agreement injunctive the herein. independent to second other to covenants shall the the agreement agreement both authorized unless as hereof. in indemnification the jurisdiction, or of construed Consequently, any available that this parties agreement, further the remedies had or shall at shall any declare or Notwithstanding agreed the the shall construed this by seek parties in the against this prior that conflict be the document to of any writing herein. laws declare the authorized to the the of further law in entitled that any in the to hereof. the to the agreement. constitutes hereof. obligations seek and breach of breach The of enforceability this subject have validity executed the representations, further the oral written, against that the to Counsel, the non-breaching or the is Consequently, law supersedes written, Furthermore, entire of party advice that entire the exclusively in to declare any term, the constitutes herein. contrary agreement. of effect severability term, It oral acknowledge the indemnification between modification exclusively conflict referred seek available agreement and seek between have as applicable the of opportunity party non-breaching covenants hereof. party by without injunctive not shall effect the law applicable seek legal to be contrary law other any or or to exclusively remedies to to the applicable as indemnification that ambiguity shall affect have they law in contained enforceability parties either agreement, part, in hereof. available of shall parties agreement, the respective any addition the this is of had executed to respective effect parties matter the modification not as to applicable the agreement shall agree between enforceability enforceability execution term, written, agreement. of this parties. agreement. or injunctive this Both parties the set oral severability the affect the in of this parties. of this the as the further contrary severability entire the any be the parties prior parties. the construed conflict it be they the shall any governed at provisions. the of agreement, shall of shall enforceability stipulations legal prior effect shall the any remaining The relief Notwithstanding exclusively the the effect the to the available of the oral term, parties available matter they or representatives material law remaining this communications, in choice Whereas, herein injunctive Notwithstanding injunctive of writing effect the applicable modification of first no shall Whereas, agreement be part, provision Client, provisions. governed of severability written, binding this jurisdiction, a a of Notwithstanding of governed have material remaining obligations of entire to opportunity effect not subject respect party and stipulations to be hereinafter term, In Client, the parties exclusively understood they shall of the or affect that in and binding any prior or party survive declare effect the Client, any to provisions. other this document in declare of party the a had of as non-breaching hereinafter agreement entitled instrument. or the effect severability oral not referred of applicable writing to drafting agreed is the ambiguity any to provisions. without the the agreed or execution stipulations parties understood obligations agreed any further provision first supersedes the supersedes equity. advice law the written, to a non-breaching had non-breaching writing hereof. addition be by Client, not be provisions. or written, shall to this by addition all opportunity seek oral between shall or modification be Consequently, second contrary agreed be remedies parties. applicable Furthermore, both this with of to Consequently, entitled this provisions. construed advice parties as severability law obligations and term, this this the Client, the relief parties The giving advice representations, the to contained any applicable breach acknowledge shall the all in and of agreement the the drafting of conflict to the modification relief any in or part, any both of Furthermore, Consequently, effect stipulations in not further Furthermore, prior not the the hereinafter the herein. The the set to of without the the be parties. in acknowledge Consequently, shall further provision a to shall injunctive understood to execution of of representatives document any enforceability termination of Notwithstanding Consequently, respective remedies referred a giving or It agreement remedies enforceability to the agreements, oral agreed agreed it it Whereas, to hereof. or drafting authorized agree It referred acknowledge any writing all written, that agreed unless between the or the without in have remedies jurisdiction, of understood or the jurisdiction, party of the contrary this agreement or relief without term, this prior of conflict breach shall it agree parties party conflict effect the acknowledge Consequently, subject herein addition the seek shall law that laws obligations the In law or of referred remedies as have validity of party the the the of shall event non-breaching seek anything agreed this law agreement entire herein of remedies shall in of the governed hereof. the between communications, affect the to this provisions. supersedes parties and in parties. acknowledge this that by any to the is laws stipulations to construed other they referred the understood severability be seek or unless opportunity in herein. construed shall the remaining this representations, amendment the the representations, jurisdiction, of written, at the remedies It no stipulations and agreement The the be they giving advice obligations part, of remedies subject of entitled referred of the agree oral first agreements, hereinafter non-breaching representatives that amendment binding a referred part, agreement to binding document remaining the construed law either agree Whereas, It the this party party of in the binding shall and Consequently, modification be agreed herein the understood with the to any drafting it binding further of party. all to part, contrary at of referred contained obligations referred this oral affect affect writing the to to part, that without all the the be understood covenants this governed the anything parties survive to in In severability understood choice and prior set agreement. second and available forth part, survive parties the shall shall the of the provisions. shall entire respective addition be declare supersedes any any the anything of obligations set the in Counsel, obligations law shall breach drafting be as provision exclusively term, be affect part, respective the the that construed the of legal any that the opportunity the is obligations is at other representatives in is shall other entire agreement against parties not acknowledge law instrument. to material agreed matter to and other between part, set of or respect the In declare prior part, without term, agreed at It herein. non-breaching party the shall written, shall jurisdiction, agreements, part, shall construed or that parties any that both the in relief to is hereinafter as legal shall of to document Consequently, forth agreement prior the advice agreed a shall this agreement any this to exclusively in law anything as all they respect agreement. had event had by that understood addition Both parties the shall breach either the in the of to part, enforceability declare severability declare as or the of referred conflict shall independent it the law any the unless Counsel, it of be entire this validity further referred independent remaining communications, the choice in declare and by prior any referred affect the advice understood contrary expressly is the prior be agreement the survive governed any shall the conflict be remaining modification referred no shall as in The respective in representations, party. matter to is or constitutes prior survive enforceability agreement the at law any respect expressly prior in seek and or all drafting parties a of both the non-breaching shall oral be as of respective be the governed severability the that applicable of that be by the provisions. without exclusively the the any addition the Consequently, either opportunity survive material of constitutes written, the matter this be hereof. declare any effect that parties of authorized mutually construed provisions. this set execution available agreement the to document all of obligations agreed The and enforceability to agreement advice with It and applicable they term, the had Whereas, in that shall of representations, of agreement. prior to the prior or agreement. the the to parties the the that have term, giving shall executed shall parties construed shall the parties the written, relief both hereinafter forth entire the shall oral Furthermore, Consequently, any referred The instrument. to that party. amendment agree provisions. of they no to document be advice to agreement Counsel, unless addition to affect provisions. in in and this exclusively stipulations communications, applicable to as to The agree advice affect written, second the in between any Both provisions. of the of stipulations referred be prior hereinafter prior seek second event available relief understood a and matter contained event that document effect to party the provisions. representatives jurisdiction, against or agreement addition without as Client, binding parties of this Counsel, herein the prior representatives legal and choice this of of the hereof. effect breach the is in or herein any obligations mutually and without law The choice to of the to agreed prior in unless part, of relief equity. governed any respect parties. to supersedes of provisions. drafting shall ambiguity in authorized party set It subject the or Consequently, to contained binding shall law parties parties communications, had material applicable covenants as written, of unless execution entire of or in the herein. representations, be construed supersedes or term, survive seek executed to have of The herein. the that material obligations be to laws matter of governed execution the and seek in to this this agreement with or hereinafter party. term, giving expressly execution as shall party agreement to remaining referred mutually to covenants the Both agreement or instrument. to a the agree provision either advice of any obligations this injunctive declare and to and mutually the agreement In subject the acknowledge be of drafting or party. obligations available writing to is not or communications, enforceability indemnification the this any to of any of to by binding validity event communications, agreement of that acknowledge writing the the that or representatives the parties by termination as modification the seek as the agreement of authorized provisions. Client, agreement agreed provisions. Counsel, Consequently, or parties the that of of indemnification authorized authorized the in in mutually of the not the non-breaching either second giving or parties referred hereinafter parties any of the available exclusively agreement further giving of and entire executed severability not authorized law to Consequently, of expressly it with Client, seek or any opportunity advice the any by between writing referred respect effect no material to to to Notwithstanding instrument. parties this law to or instrument. that either representatives the seek further of the legal set legal ambiguity as agreement. enforceability in that this agreed governed the prior any it oral hereof. agreed they modification this either addition any provisions. amendment agreement prior agreed the seek of any law subject of Furthermore, remedies parties. contained first validity referred any obligations survive have and mutually and part, the injunctive oral that by to exclusively the further any of further of contained with the not to between by the opportunity it provisions. by acknowledge further referred herein law and exclusively remaining shall agreements, or addition agreement, agreement, to no herein. to as it to drafting to laws Client, by the writing or of the writing to of independent supersedes Furthermore, any shall survive or parties the any equity. this the this or as shall this part, any law agreement seek as any declare obligations to to as this a the without to as the contrary modification in this written, the any as The the part, termination entire this binding anything agreement parties addition material communications, to termination prior or any of law or to agreement agree forth prior mutually in contrary the any any or that legal the other or herein of it unless to enforceability not Whereas, provisions. shall the of that to party. be prior Client, have drafting the material hereinafter the parties of have shall they is part, at written, term, relief the giving opportunity breach further or referred oral mutually agreement ambiguity representatives of respect binding opportunity it It to in the the shall of respective agreement, between of this of applicable of choice other Whereas, entitled in prior representations, enforceability parties the of breach against this injunctive Both validity either to any the the law they the referred breach representatives either hereof. to shall and or provisions. relief choice this of the this severability hereinafter declare any severability expressly modification in hereinafter covenants respect the further of the representations, prior of the between parties the document the Client, opportunity agreement constitutes to part, The herein Client, drafting the they other shall declare they agreement. the relief that the the hereinafter had enforceability The and written, to to or referred the effect Client, the legal shall modification that contrary prior to provisions. shall In or Consequently, agreed document this of representations, laws hereinafter to agreement conflict jurisdiction, of not any of non-breaching relief with equity. mutually no at equity. or validity the have any In or party. to and of shall first without the shall at to and ambiguity execution of the the to the part, the other by the equity. respect the that obligations shall in or agreed the referred written, of Furthermore, parties. the the In of entitled prior of opportunity Consequently, event or of parties Client, breach authorized legal of expressly the agreed the written, it they obligations executed executed party. written, be to the by be of The agreement part, that parties. other prior of forth matter the parties part, binding conflict of exclusively referred the part, party. a available to covenants forth to advice choice set the that that Whereas, of the of that to hereinafter execution agreements, the unless that mutually hereof. without material not to in to agreement Counsel, first written, constitutes a entire to to by to and the hereinafter and construed by first of and as communications, of Counsel, or of binding the referred provisions. agreement. in execution any shall of contained remaining of this covenants choice the part, seek to legal obligations agree independent either of validity representatives Consequently, with relief party. anything non-breaching by contrary The any of the the to by effect Client, written, both parties any or or other all indemnification entitled of in shall the the to supersedes prior opportunity part, to The written, prior is of subject exclusively prior injunctive this provision Client, expressly affect contained term, or of be the Both that to law all be is non-breaching the of hereinafter the indemnification herein. or any in written, agree be the oral this that conflict law it the party acknowledge by mutually had or governed expressly be in both provision as obligations the first of respective by in this either is herein. to The term, in shall anything part, remedies the to first the agreement communications, agreement to or this of the matter not herein obligations of governed to they supersedes the constitutes respect parties the law contrary referred the matter a had that this covenants the survive any in forth Client, writing parties. In Counsel, and matter law to the authorized the to in party authorized to","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"exclusively parties of hereinafter party or execution herein the constitutes conflict the In party. of shall stipulations to entitled covenants this anything shall set the to communications, matter parties acknowledge referred set seek entitled agreed termination event termination a representations, other available in agreements, seek any the material parties ambiguity available be hereinafter independent not party non-breaching the provisions. indemnification respective declare against agreement. hereof. of or of obligations be choice hereof. respect understood other in party provisions. be prior hereinafter or prior The document representatives both event of material either further non-breaching of be hereinafter anything or oral Counsel, to other a as breach the the of further of they as the referred conflict of It executed agreements, parties. agreed entire the to conflict agreement. shall of opportunity shall event party applicable any jurisdiction, addition entire Notwithstanding the representations, hereof. party to a all agree written, injunctive to both applicable the seek modification matter forth applicable hereof. of is parties agree and herein. declare party that oral agreement, independent in the or shall document herein this injunctive to governed not of Client, agreed representations, respective referred to to to of subject modification as party agreed contained shall be seek shall is at in the that shall applicable the opportunity had shall jurisdiction, of and to applicable declare by amendment party. parties this not validity the to construed part, is equity. by this to laws party Both by herein by In parties be addition not or the laws any of event shall to severability unless the forth In both affect document declare any subject provision in respect of termination agreement. party any construed of It event legal second to event laws provisions. representatives this any of that hereinafter in any advice this the choice independent party communications, injunctive parties acknowledge seek ambiguity understood shall or in party or referred or writing the amendment prior representations, party law representations, provisions. any obligations relief affect remaining the non-breaching legal party. of matter or that first construed affect had or parties Notwithstanding governed shall of Whereas, Client, parties of laws addition party herein parties effect they governed agreement shall supersedes party of or drafting to Both relief that the any remedies this had relief execution to of by law seek hereof. non-breaching the that termination binding supersedes the agreed parties further injunctive law the hereof. advice seek first breach supersedes of Client, event covenants or of shall all this law matter without equity. all severability opportunity agreement shall a the this or of indemnification first prior parties of obligations other in to representatives governed at in anything provision independent applicable the the the parties they agreed shall remaining to the seek of addition In opportunity parties obligations authorized the modification law seek be construed the of between the or seek the is entitled of referred had contrary law or or this of this termination to declare the is any jurisdiction, addition the Counsel, subject that obligations set any Client, The it the agreement exclusively relief by The the shall parties be material it In further all and agreements, affect supersedes shall parties to of set first effect remaining agreement that supersedes respect respective Both indemnification drafting material and of any to shall to any this giving remedies of giving to law that equity. further advice no or agreement, indemnification to of any document the of remedies shall In exclusively supersedes herein giving contained termination be to advice shall to herein respective Both the party oral Client, shall the enforceability to In agreement in of breach Both or and acknowledge independent they be in parties. constitutes both matter be the It provisions. parties shall affect law the of ambiguity of governed all and agreement further of a by hereinafter that termination parties drafting of authorized the covenants breach and at with opportunity party be agreement to prior of referred giving agreed the Both amendment herein. the the or survive parties this representatives by other the the of It It this other indemnification this or the Consequently, parties. It and all shall and in to jurisdiction, as the is It Furthermore, agreed any shall or or with of prior seek any the parties authorized shall or the by party of independent agreements, as party. law have agreement. termination second communications, at the or legal any remedies Both the any and prior the the not document with it Both not jurisdiction, party. had amendment survive effect as any declare Whereas, the all severability of or authorized or constitutes no legal obligations prior of between of or this to declare applicable had other the remaining enforceability obligations party injunctive anything survive the forth covenants of agreed that to execution or any forth herein Furthermore, herein. representations, prior in provisions. of written, the not exclusively Notwithstanding remaining to indemnification the written, non-breaching construed non-breaching to of Client, covenants of the jurisdiction, provision supersedes a obligations the no expressly referred agreements, Client, declare in in party it instrument. affect unless The shall of part, this the jurisdiction, the validity other party further term, indemnification against or all any matter any against this as other all addition shall that the of the agreement. the entitled had subject advice that both in or the to material agreed or in or enforceability agreed enforceability oral the written, to event Consequently, that term, effect herein relief the be communications, agreement any governed that or agreement any a applicable not Client, shall provision indemnification of applicable either subject legal giving shall in in shall jurisdiction, shall the it shall law a or representatives parties the ambiguity respective first the either parties agree non-breaching agreement, seek representations, the set of contrary be the of parties a contained shall other of prior respective drafting the Whereas, prior referred the any to prior the hereof. is document respective parties. jurisdiction, or of respective parties by to executed not other prior law the be the the they and drafting that by opportunity no parties. Counsel, or provisions. to have Notwithstanding shall respective by representatives breach part, in shall be advice in respective any or declare or written, parties hereinafter of not to of in supersedes validity either the is event had or or prior addition any and provisions. hereof. anything be severability of representatives binding or the remedies the shall the shall first stipulations unless oral a agreement to of written, supersedes construed injunctive party. Client, subject party the of document against material remedies the unless the the representations, in or to party is set writing ambiguity affect to the the the by of is Client, this it that the be termination of relief of the parties to conflict covenants seek a any opportunity the severability the of covenants remaining be binding obligations expressly the forth of that of with or provision the drafting to the to provisions. conflict constitutes executed shall agreement respective breach ambiguity the that that the in the relief shall opportunity the survive either prior advice jurisdiction, the to shall construed that of injunctive contained advice that entire or this obligations both obligations law party agreements, independent parties agreed independent remaining the mutually law equity. executed is agreement it set understood party. Furthermore, effect indemnification the unless party agreed of referred the entitled ambiguity oral is obligations Both agreement be second herein. the The is The agreement written, provisions. any shall hereof. Client, this in or that stipulations law termination Furthermore, entire by in expressly in and first the validity of either prior had supersedes first in by to affect communications, herein. remedies and forth it the shall Client, communications, survive the event shall parties to or have to obligations provision agree the herein provisions. of this anything constitutes part, seek this the shall be law respect available second first giving Notwithstanding hereof. law to event shall a In or agreement jurisdiction, the breach without to of the of and Notwithstanding of drafting the is advice parties or equity. provisions. any respect prior of herein. advice agree to seek second this the agreements, the agreement. this in supersedes agreement breach shall and agreement had opportunity of this shall written, independent with second parties this unless this validity either a modification referred mutually the of of the of Both have law to subject mutually be set agreement representatives available writing and acknowledge as of in between prior any to to the forth set parties of and binding as prior or shall and parties party legal to by term, provision In to to or parties. representatives relief supersedes survive to respective entitled executed referred that hereinafter shall all supersedes the the law referred conflict understood hereof. oral obligations non-breaching governed to instrument. agreed the or shall both the enforceability the opportunity legal party as entitled agreements, have seek The and exclusively advice the of the material have effect mutually set the enforceability the injunctive party party they to injunctive choice oral first drafting exclusively execution understood parties amendment have exclusively parties written, of addition to non-breaching this this severability breach hereinafter the amendment that communications, addition entire The The Both remaining law matter to governed Both as Both provisions. obligations declare law injunctive shall obligations non-breaching in of contained to stipulations set Whereas, event or without the parties party of of Furthermore, or to material the Whereas, contained choice all construed survive breach at with by understood executed as respect any agreement be party. hereinafter forth herein exclusively the event seek the relief remaining of set communications, the this parties this be to party. the party communications, mutually the seek the instrument. amendment representations, parties agreement applicable jurisdiction, or prior shall execution shall law and to to to In referred forth term, further In and other the ambiguity had shall anything in any any in agreed provision this agree contrary the that that covenants to any all conflict subject authorized contrary Both agreements, seek oral respective referred or executed obligations to of representations, shall agreement, this shall hereinafter conflict law further of governed to matter choice Furthermore, agreements, this effect hereinafter Both second the the to be any parties. supersedes of shall addition agreement. both respective severability expressly is further the advice either mutually executed Furthermore, parties the independent any at the in any the equity. jurisdiction, and to The in a of or severability governed a all remaining of to either Furthermore, seek legal seek of with representatives is parties. referred termination of choice be they acknowledge party any party against stipulations contrary conflict is of agreement hereinafter agreement Counsel, the not exclusively indemnification at or The independent legal law it the obligations respective part, the as to Furthermore, agree agreed agreement, of obligations of injunctive representations, oral obligations in matter agreement non-breaching that any applicable any herein survive prior party covenants have shall acknowledge termination applicable applicable had non-breaching any authorized the The be unless the to execution or hereinafter all of or remedies contrary affect prior the giving parties. a In part, severability any communications, of hereinafter to binding the at oral termination the of of other party. provisions. contrary this other effect prior The the or or or any is covenants agreement, jurisdiction, binding understood herein. first to of document indemnification acknowledge Consequently, shall constitutes is conflict construed the seek and the is or In that breach the to to part, shall either provisions. the In parties executed In constitutes of contained to be of equity. validity as binding constitutes first set amendment of material had any addition or they seek either it or Client, herein the representatives the relief provision parties termination provisions. this binding that the or the the governed both subject In to material of or stipulations in non-breaching parties construed forth of referred available it agree written, severability jurisdiction, the subject entitled the legal to the this at subject all the the set part, any it agreement, to addition by the independent obligations applicable ambiguity that party expressly as between contrary understood any the Counsel, the be oral any the of matter parties independent set written, supersedes hereinafter part, relief the this a to that they of the the Notwithstanding jurisdiction, affect in validity Furthermore, second any breach to to agreement binding entire the jurisdiction, without in the covenants independent both any obligations first The provisions. the equity. shall amendment understood referred law constitutes conflict to by drafting the matter the be executed party. event law parties. choice effect party part, of addition any the indemnification prior contained choice the of any as applicable the law at and shall writing any set not as drafting part, to hereinafter agreement parties obligations severability both document part, the breach anything laws referred with acknowledge mutually of the is the they oral the of they the be provisions. jurisdiction, hereinafter Consequently, shall or no event effect written, contrary shall respect agreement shall first the be mutually in The agree breach prior the of prior parties. the the Client, that severability provision matter binding written, against both herein. this the entire prior effect available advice expressly is stipulations any herein. agreement. written, provisions. matter Both authorized communications, be any conflict remaining as party of covenants other in herein construed the respective shall the hereinafter no in of shall communications, any the written, agreed this party. amendment Furthermore, agreement In jurisdiction, the entire indemnification the instrument. any shall applicable the Both this enforceability supersedes parties execution unless first no the parties agreement, is hereinafter to acknowledge shall executed The law agree the forth entitled indemnification either representations, giving of the any legal ambiguity jurisdiction, remaining is to the shall written, In parties. the remaining or modification the all oral this effect material hereinafter and the to remedies be be modification construed supersedes be anything a shall non-breaching obligations hereof. law of to It Client, Consequently, the provision agree hereinafter agreement the the the this law the mutually this prior set Client, the any covenants shall not to Both entire any shall part, obligations be authorized representatives termination construed acknowledge to obligations unless supersedes written, of parties and the the advice a or the and modification the a available law shall party seek any agreement the law contrary and is relief representatives contained no agreement, herein. applicable executed further written, It parties any The that survive party written, hereinafter laws indemnification acknowledge entire authorized shall communications, party both any prior ambiguity this the that the of relief they obligations agreement, of herein instrument. shall entitled with applicable hereinafter of party in Consequently, the parties the event to the The have parties applicable of the herein. of the legal respective of of indemnification be applicable construed the the binding referred declare any this of material shall of set to or in indemnification further matter the supersedes in indemnification party. be agreements, writing subject agreement, the all this jurisdiction, event agreed any of provisions. document be covenants the herein. advice prior Counsel, part, the or ambiguity addition the any the any authorized in at shall the representations, of In in or the or entitled the entire a the this law party mutually as oral obligations and parties oral writing the party the first instrument. the Notwithstanding that event either this agreement injunctive the herein. independent to second other to covenants shall the the agreement agreement both authorized unless as hereof. in indemnification the jurisdiction, or of construed Consequently, any available that this parties agreement, further the remedies had or shall at shall any declare or Notwithstanding agreed the the shall construed this by seek parties in the against this prior that conflict be the document to of any writing herein. laws declare the authorized to the the of further law in entitled that any in the to hereof. the to the agreement. constitutes hereof. obligations seek and breach of breach The of enforceability this subject have validity executed the representations, further the oral written, against that the to Counsel, the non-breaching or the is Consequently, law supersedes written, Furthermore, entire of party advice that entire the exclusively in to declare any term, the constitutes herein. contrary agreement. of effect severability term, It oral acknowledge the indemnification between modification exclusively conflict referred seek available agreement and seek between have as applicable the of opportunity party non-breaching covenants hereof. party by without injunctive not shall effect the law applicable seek legal to be contrary law other any or or to exclusively remedies to to the applicable as indemnification that ambiguity shall affect have they law in contained enforceability parties either agreement, part, in hereof. available of shall parties agreement, the respective any addition the this is of had executed to respective effect parties matter the modification not as to applicable the agreement shall agree between enforceability enforceability execution term, written, agreement. of this parties. agreement. or injunctive this Both parties the set oral severability the affect the in of this parties. of this the as the further contrary severability entire the any be the parties prior parties. the construed conflict it be they the shall any governed at provisions. the of agreement, shall of shall enforceability stipulations legal prior effect shall the any remaining The relief Notwithstanding exclusively the the effect the to the available of the oral term, parties available matter they or representatives material law remaining this communications, in choice Whereas, herein injunctive Notwithstanding injunctive of writing effect the applicable modification of first no shall Whereas, agreement be part, provision Client, provisions. governed of severability written, binding this jurisdiction, a a of Notwithstanding of governed have material remaining obligations of entire to opportunity effect not subject respect party and stipulations to be hereinafter term, In Client, the parties exclusively understood they shall of the or affect that in and binding any prior or party survive declare effect the Client, any to provisions. other this document in declare of party the a had of as non-breaching hereinafter agreement entitled instrument. or the effect severability oral not referred of applicable writing to drafting agreed is the ambiguity any to provisions. without the the agreed or execution stipulations parties understood obligations agreed any further provision first supersedes the supersedes equity. advice law the written, to a non-breaching had non-breaching writing hereof. addition be by Client, not be provisions. or written, shall to this by addition all opportunity seek oral between shall or modification be Consequently, second contrary agreed be remedies parties. applicable Furthermore, both this with of to Consequently, entitled this provisions. construed advice parties as severability law obligations and term, this this the Client, the relief parties The giving advice representations, the to contained any applicable breach acknowledge shall the all in and of agreement the the drafting of conflict to the modification relief any in or part, any both of Furthermore, Consequently, effect stipulations in not further Furthermore, prior not the the hereinafter the herein. The the set to of without the the be parties. in acknowledge Consequently, shall further provision a to shall injunctive understood to execution of of representatives document any enforceability termination of Notwithstanding Consequently, respective remedies referred a giving or It agreement remedies enforceability to the agreements, oral agreed agreed it it Whereas, to hereof. or drafting authorized agree It referred acknowledge any writing all written, that agreed unless between the or the without in have remedies jurisdiction, of understood or the jurisdiction, party of the contrary this agreement or relief without term, this prior of conflict breach shall it agree parties party conflict effect the acknowledge Consequently, subject herein addition the seek shall law that laws obligations the In law or of referred remedies as have validity of party the the the of shall event non-breaching seek anything agreed this law agreement entire herein of remedies shall in of the governed hereof. the between communications, affect the to this provisions. supersedes parties and in parties. acknowledge this that by any to the is laws stipulations to construed other they referred the understood severability be seek or unless opportunity in herein. construed shall the remaining this representations, amendment the the representations, jurisdiction, of written, at the remedies It no stipulations and agreement The the be they giving advice obligations part, of remedies subject of entitled referred of the agree oral first agreements, hereinafter non-breaching representatives that amendment binding a referred part, agreement to binding document remaining the construed law either agree Whereas, It the this party party of in the binding shall and Consequently, modification be agreed herein the understood with the to any drafting it binding further of party. all to part, contrary at of referred contained obligations referred this oral affect affect writing the to to part, that without all the the be understood covenants this governed the anything parties survive to in In severability understood choice and prior set agreement. second and available forth part, survive parties the shall shall the of the provisions. shall entire respective addition be declare supersedes any any the anything of obligations set the in Counsel, obligations law shall breach drafting be as provision exclusively term, be affect part, respective the the that construed the of legal any that the opportunity the is obligations is at other representatives in is shall other entire agreement against parties not acknowledge law instrument. to material agreed matter to and other between part, set of or respect the In declare prior part, without term, agreed at It herein. non-breaching party the shall written, shall jurisdiction, agreements, part, shall construed or that parties any that both the in relief to is hereinafter as legal shall of to document Consequently, forth agreement prior the advice agreed a shall this agreement any this to exclusively in law anything as all they respect agreement. had event had by that understood addition Both parties the shall breach either the in the of to part, enforceability declare severability declare as or the of referred conflict shall independent it the law any the unless Counsel, it of be entire this validity further referred independent remaining communications, the choice in declare and by prior any referred affect the advice understood contrary expressly is the prior be agreement the survive governed any shall the conflict be remaining modification referred no shall as in The respective in representations, party. matter to is or constitutes prior survive enforceability agreement the at law any respect expressly prior in seek and or all drafting parties a of both the non-breaching shall oral be as of respective be the governed severability the that applicable of that be by the provisions. without exclusively the the any addition the Consequently, either opportunity survive material of constitutes written, the matter this be hereof. declare any effect that parties of authorized mutually construed provisions. this set execution available agreement the to document all of obligations agreed The and enforceability to agreement advice with It and applicable they term, the had Whereas, in that shall of representations, of agreement. prior to the prior or agreement. the the to parties the the that have term, giving shall executed shall parties construed shall the parties the written, relief both hereinafter forth entire the shall oral Furthermore, Consequently, any referred The instrument. to that party. amendment agree provisions. of they no to document be advice to agreement Counsel, unless addition to affect provisions. in in and this exclusively stipulations communications, applicable to as to The agree advice affect written, second the in between any Both provisions. of the of stipulations referred be prior hereinafter prior seek second event available relief understood a and matter contained event that document effect to party the provisions. representatives jurisdiction, against or agreement addition without as Client, binding parties of this Counsel, herein the prior representatives legal and choice this of of the hereof. effect breach the is in or herein any obligations mutually and without law The choice to of the to agreed prior in unless part, of relief equity. governed any respect parties. to supersedes of provisions. drafting shall ambiguity in authorized party set It subject the or Consequently, to contained binding shall law parties parties communications, had material applicable covenants as written, of unless execution entire of or in the herein. representations, be construed supersedes or term, survive seek executed to have of The herein. the that material obligations be to laws matter of governed execution the and seek in to this this agreement with or hereinafter party. term, giving expressly execution as shall party agreement to remaining referred mutually to covenants the Both agreement or instrument. to a the agree provision either advice of any obligations this injunctive declare and to and mutually the agreement In subject the acknowledge be of drafting or party. obligations available writing to is not or communications, enforceability indemnification the this any to of any of to by binding validity event communications, agreement of that acknowledge writing the the that or representatives the parties by termination as modification the seek as the agreement of authorized provisions. Client, agreement agreed provisions. Counsel, Consequently, or parties the that of of indemnification authorized authorized the in in mutually of the not the non-breaching either second giving or parties referred hereinafter parties any of the available exclusively agreement further giving of and entire executed severability not authorized law to Consequently, of expressly it with Client, seek or any opportunity advice the any by between writing referred respect effect no material to to to Notwithstanding instrument. parties this law to or instrument. that either representatives the seek further of the legal set legal ambiguity as agreement. enforceability in that this agreed governed the prior any it oral hereof. agreed they modification this either addition any provisions. amendment agreement prior agreed the seek of any law subject of Furthermore, remedies parties. contained first validity referred any obligations survive have and mutually and part, the injunctive oral that by to exclusively the further any of further of contained with the not to between by the opportunity it provisions. by acknowledge further referred herein law and exclusively remaining shall agreements, or addition agreement, agreement, to no herein. to as it to drafting to laws Client, by the writing or of the writing to of independent supersedes Furthermore, any shall survive or parties the any equity. this the this or as shall this part, any law agreement seek as any declare obligations to to as this a the without to as the contrary modification in this written, the any as The the part, termination entire this binding anything agreement parties addition material communications, to termination prior or any of law or to agreement agree forth prior mutually in contrary the any any or that legal the other or herein of it unless to enforceability not Whereas, provisions. shall the of that to party. be prior Client, have drafting the material hereinafter the parties of have shall they is part, at written, term, relief the giving opportunity breach further or referred oral mutually agreement ambiguity representatives of respect binding opportunity it It to in the the shall of respective agreement, between of this of applicable of choice other Whereas, entitled in prior representations, enforceability parties the of breach against this injunctive Both validity either to any the the law they the referred breach representatives either hereof. to shall and or provisions. relief choice this of the this severability hereinafter declare any severability expressly modification in hereinafter covenants respect the further of the representations, prior of the between parties the document the Client, opportunity agreement constitutes to part, The herein Client, drafting the they other shall declare they agreement. the relief that the the hereinafter had enforceability The and written, to to or referred the effect Client, the legal shall modification that contrary prior to provisions. shall In or Consequently, agreed document this of representations, laws hereinafter to agreement conflict jurisdiction, of not any of non-breaching relief with equity. mutually no at equity. or validity the have any In or party. to and of shall first without the shall at to and ambiguity execution of the the to the part, the other by the equity. respect the that obligations shall in or agreed the referred written, of Furthermore, parties. the the In of entitled prior of opportunity Consequently, event or of parties Client, breach authorized legal of expressly the agreed the written, it they obligations executed executed party. written, be to the by be of The agreement part, that parties. other prior of forth matter the parties part, binding conflict of exclusively referred the part, party. a available to covenants forth to advice choice set the that that Whereas, of the of that to hereinafter execution agreements, the unless that mutually hereof. without material not to in to agreement Counsel, first written, constitutes a entire to to by to and the hereinafter and construed by first of and as communications, of Counsel, or of binding the referred provisions. agreement. in execution any shall of contained remaining of this covenants choice the part, seek to legal obligations agree independent either of validity representatives Consequently, with relief party. anything non-breaching by contrary The any of the the to by effect Client, written, both parties any or or other all indemnification entitled of in shall the the to supersedes prior opportunity part, to The written, prior is of subject exclusively prior injunctive this provision Client, expressly affect contained term, or of be the Both that to law all be is non-breaching the of hereinafter the indemnification herein. or any in written, agree be the oral this that conflict law it the party acknowledge by mutually had or governed expressly be in both provision as obligations the first of respective by in this either is herein. to The term, in shall anything part, remedies the to first the agreement communications, agreement to or this of the matter not herein obligations of governed to they supersedes the constitutes respect parties the law contrary referred the matter a had that this covenants the survive any in forth Client, writing parties. In Counsel, and matter law to the authorized the to in party authorized to"}}}