{"metadata":{"status":"archived","archiveId":"c4fb6bd3-16e0-4d76-ac56-b7d98ccbf4f0","timestamp":"2026-08-08T20:59:57.545Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"execution agreement. is of by stipulations equity. not is that the as advice independent part, laws non-breaching or matter document not opportunity writing other or governed the and it part, effect exclusively of the this in in remaining obligations jurisdiction, or the party survive advice the The jurisdiction, have prior provision of either term, constitutes ambiguity or is any is provisions. unless agreement of hereinafter obligations parties provision the second applicable a by oral in of shall execution Notwithstanding validity of giving supersedes any or and party. the The term, parties the communications, that that to constitutes the is validity Counsel, Client, Client, validity It conflict agreements, parties. representations, survive declare be matter that remaining writing in seek representatives document to as independent second contrary of seek entire be provisions. Both this not provision entitled giving of ambiguity mutually of remedies the that any respect to at writing Consequently, the to agreement representations, in entire Consequently, available opportunity written, set to term, oral the first and prior agreement, to parties of as indemnification referred hereinafter relief the written, constitutes law exclusively referred affect non-breaching of any be herein modification agreement, of laws prior acknowledge In covenants term, the hereinafter acknowledge provisions. validity is indemnification either the be the be governed severability to as remedies further be the hereinafter expressly constitutes conflict modification of expressly agreement oral writing or or in the The this referred relief as or legal not the remaining any the without in the conflict parties seek the agree of between enforceability or to stipulations remaining to shall first modification both of in that prior forth Furthermore, both party. executed of or execution agreement. as of of other acknowledge enforceability agreement to be a party unless that party a to Both respective have respective parties jurisdiction, legal agreed the be constitutes binding Counsel, any that hereinafter all as breach written, In part, part, of ambiguity drafting party part, of amendment any of material execution Consequently, the executed part, parties. of and in to subject Counsel, the shall advice the independent understood survive a be hereof. in that agreement between document they agreement. by with the instrument. matter shall to executed the a survive expressly ambiguity shall prior oral further parties matter party acknowledge or or the parties term, not shall against it the the any to be of understood expressly part, provisions. available the to any be or or advice non-breaching by hereinafter party the survive provision part, as the document effect law hereinafter equity. respective Client, jurisdiction, entitled jurisdiction, the choice legal parties party oral exclusively the shall effect a non-breaching expressly giving of to the choice unless drafting that addition to is or the party expressly the contained of term, first material or of agreement addition the to without in severability or jurisdiction, addition in shall all provisions. entitled be binding of have it of communications, agreement applicable instrument. applicable entitled obligations applicable parties. written, referred party the giving laws is the to both ambiguity agreement execution other the of prior or to party contained shall opportunity non-breaching the shall choice either agreed termination of this the matter understood part, hereinafter agreed and or termination breach conflict of to prior as and execution and exclusively the a Counsel, seek second in entire of of herein stipulations agreement, breach the of The modification entire law prior instrument. or to the in the is respective non-breaching be survive to contrary this seek no mutually be exclusively The in provisions. the contrary equity. drafting or termination contrary enforceability prior of with parties. addition hereof. in seek or in be executed to authorized the writing Both or the ambiguity in to further In that of agreement agreement the oral Counsel, this Client, a Furthermore, have of remedies any any or unless It giving that Whereas, it respect the and enforceability law any of opportunity the remedies as parties in respect execution by injunctive It the Whereas, the event set It Client, party the any the as hereinafter forth to this agreement. the be legal construed part, The seek both shall opportunity exclusively stipulations agreed had modification to applicable the that law obligations in drafting Furthermore, at part, Notwithstanding unless the agreement stipulations a Notwithstanding as they subject that and Counsel, communications, a or written, contained survive seek event parties be material other any jurisdiction, subject termination not between forth expressly referred be legal agreement be that is obligations shall Notwithstanding injunctive of or constitutes law is against of referred a written, to Furthermore, agreement a any Furthermore, agree executed advice the oral entire it giving indemnification Client, instrument. hereinafter Furthermore, giving Notwithstanding document any further a of referred It to Counsel, remaining injunctive document or Counsel, be in affect that construed any The be binding that survive subject be the contained the of as agreement law provisions. be entitled of of is the of the In hereinafter any the prior the seek law In enforceability that as agreement of event agreement, any executed advice is this hereof. drafting the independent the Client, representatives the Furthermore, in in any of any the respect Both herein. between jurisdiction, law it agreement of be had the second remedies understood subject no to the any in representations, the party the that hereof. enforceability party the covenants to drafting of Whereas, with authorized hereof. understood is prior that shall shall by the and in of laws any in anything in entitled to that drafting be be first the as party between conflict the of Notwithstanding communications, have at have shall a any is party further forth not document party. supersedes anything parties the agreement. a the any herein shall the of choice of written, other of the or herein. a or of at equity. or The have It respect agreements, opportunity validity this stipulations provision this agreement. that against or of agreed acknowledge party to part, subject provision between of forth survive and party. of agreement, any to severability The shall and exclusively not as unless parties the to material a set Client, supersedes party this the laws the party addition second enforceability further prior against respective or the shall and non-breaching second oral of effect opportunity provisions. written, the agreement that set injunctive agreement legal shall matter any shall law term, The the seek parties parties respect have the contrary of contained without agreed parties any in be representatives shall obligations The or legal obligations the that not opportunity or Furthermore, part, shall prior advice any hereof. severability of The this event the the ambiguity Both with laws independent hereinafter party hereinafter herein written, in further party. and further a the giving that It hereinafter the the or had that in representatives is Consequently, to the to the mutually of this a the the drafting ambiguity provisions. or at the hereinafter any understood respect agreement subject the remedies material parties in available The that any law that to obligations in the the choice communications, advice provisions. this second provision survive to The agreed prior Notwithstanding parties. enforceability Both the The supersedes The of agreed agreement shall be enforceability contained a acknowledge hereinafter this this this It provisions. be independent written, entitled provision of In to by opportunity respective non-breaching governed the exclusively in constitutes of the that the hereof. any in oral contained to be enforceability between subject the indemnification of and written, any to party to to second agreement. matter Notwithstanding and giving to in oral instrument. seek party. written, have that the agreed of this by hereinafter this the Both agreement, referred drafting be further or is injunctive is law seek relief this provision the term, hereinafter seek a event entire this any execution any of In of or binding that party. this laws and at as any agreement, contained have in that material agreement. be available the between referred herein legal this of prior shall shall provision or of authorized validity the and any parties. to instrument. against or second herein. prior entire provision herein. agreements, Furthermore, the party forth or parties. by and expressly severability first to that they the the and of at shall modification of survive the of part, executed or written, binding it prior both parties agreements, advice shall or or to be shall laws shall parties contained be document executed law execution the without or modification as of that parties of event written, agreement seek hereinafter amendment supersedes to drafting survive that document and that parties part, subject this referred the obligations they seek the document this or laws not respect any execution be declare applicable to Client, first of parties the any be Whereas, not the agreement in Whereas, provisions. parties respect this shall available to instrument. addition hereof. or this this breach in instrument. supersedes matter representatives laws of as drafting obligations available declare that of the prior provisions. or enforceability contrary agree shall oral a understood unless affect as Furthermore, entitled that laws conflict covenants further the this validity parties understood jurisdiction, legal the the executed of termination to at agree affect the The non-breaching second termination agreements, both of seek the laws no enforceability constitutes and in modification non-breaching Whereas, the provisions. relief that the or be at this law in indemnification the in parties in this of it further Counsel, termination to the indemnification any further injunctive the execution of seek obligations of or or and advice respective jurisdiction, is shall that that executed constitutes herein. of law that no further of and anything Furthermore, as entitled expressly agreement. writing all equity. construed and as the that written, the that understood either obligations this law to by applicable hereinafter contrary the construed construed or in agreement, this understood this any first binding entire agreed agreement to amendment all In hereinafter not is written, opportunity shall have drafting seek representations, shall part, parties party shall parties acknowledge had Whereas, the to oral or that communications, of as the or that they Furthermore, set laws seek agreements, independent that to be severability in they writing binding the hereinafter and obligations legal by oral of party. agreement shall shall affect this oral hereinafter Consequently, instrument. subject be communications, either unless the written, parties. and hereof. and choice it of with that party the written, the to contrary independent not part, executed provisions. with of parties. have legal the provisions. construed modification expressly parties. be covenants laws entire respective the party non-breaching the breach the party entitled ambiguity against of constitutes of be agreed supersedes the the the enforceability provision the laws any Furthermore, party by written, jurisdiction, of the instrument. The parties execution representations, unless supersedes to seek matter term, in the the party agreed validity shall of of or the parties enforceability law to any and obligations It enforceability either is Furthermore, Consequently, execution hereof. binding term, part, or party The the is prior oral part, of of the governed or any jurisdiction, stipulations to in the equity. It law Notwithstanding hereinafter hereinafter hereof. the this oral in material document forth contrary any the by the addition referred shall parties the jurisdiction, breach material the of giving choice any covenants In of part, of respective hereinafter Both set the agreement. parties. parties. the legal party of of the hereinafter amendment jurisdiction, the hereinafter affect the opportunity the of In hereof. that Whereas, relief with they any breach this obligations of respect set entitled this to this party. first that entire seek expressly party In prior effect termination in of no the any the In the and or conflict by representations, prior oral agreement parties this this shall the or jurisdiction, authorized written, the the between law event of In provisions. of remaining parties. part, breach document be Consequently, law obligations binding mutually to parties and non-breaching written, in mutually is the the of the the the jurisdiction, or supersedes the relief set agreement In any party termination remaining independent to that Notwithstanding declare law that have the this prior second had of part, of agreement of provisions. severability obligations to of termination oral law to the the prior Notwithstanding in to it of drafting enforceability The provisions. that with unless in parties parties the of executed referred exclusively in law obligations provision jurisdiction, mutually a that the the hereinafter expressly acknowledge to parties representations, be or Both to acknowledge remedies prior to be as seek hereinafter material all of this of The in or be executed by and or executed this as of survive referred Counsel, of term, parties obligations to construed advice jurisdiction, prior shall termination Notwithstanding of agreement, of prior covenants that It shall covenants or legal had obligations agreement any contained any oral provisions. of document any to provisions. communications, Counsel, in this had in survive communications, no executed the any to the and Notwithstanding forth breach entire is to that in or parties to agreement be or the herein. of Counsel, the obligations and the matter further it other either supersedes in equity. other prior this parties any a by to to the any of entitled all validity oral and in oral forth affect of to at herein agreements, hereinafter forth the entitled conflict event contrary at parties expressly parties of enforceability law of It they acknowledge by without the herein. the indemnification injunctive affect seek the is of in and termination Both termination opportunity governed shall material Consequently, written, this obligations executed exclusively that both with of the to entitled of non-breaching modification second this parties the is event stipulations Notwithstanding the or of party Both or prior acknowledge contrary is parties obligations oral herein the exclusively the a applicable independent herein. hereinafter non-breaching parties. this parties set entitled Client, any or or agreement any material It the termination anything executed further representatives effect provisions. matter legal of Furthermore, herein. subject material remaining a obligations of independent herein referred agreement, by Consequently, without anything parties provisions. respective to second of to and expressly provision obligations survive this prior that subject validity not seek of giving any be the the writing obligations of part, herein. agreement party equity. drafting of giving be in shall the respect or injunctive agreement to governed any any agreement. is herein Whereas, ambiguity party. referred the shall shall further validity the and herein of or and be agreed indemnification validity effect any amendment the and or to termination herein. remedies any by contained construed written, is acknowledge Client, parties further writing to in Both in governed constitutes matter this not this parties any document parties that hereinafter respect the indemnification breach is entire any be the parties party available shall available the party. governed The representatives parties be that this constitutes modification and relief and to this communications, to agreed forth subject parties the of remaining ambiguity by governed prior of agreed remedies mutually of exclusively any hereof. shall parties. of conflict affect the obligations the any and the of that to and stipulations document Client, agreement, The this to herein. this The party stipulations supersedes conflict Notwithstanding effect in be survive survive this parties. giving is modification or Furthermore, this any contained shall parties of communications, this of unless shall shall advice the writing respect the or the communications, legal this amendment The to of the or The of agreement the provisions. or Notwithstanding both severability the in validity or party agreement covenants written, as declare provisions. of obligations the this of hereinafter shall It both the at seek of parties any oral Client, the provisions. of not the indemnification agreement any mutually a a the validity entire ambiguity not event of the In parties prior binding construed of or a Notwithstanding respect hereinafter the the of stipulations respective provision shall remedies party material representatives and anything party amendment agree to It any be parties the mutually law or the drafting the herein Notwithstanding written, the is seek remedies to stipulations law writing referred prior shall or of constitutes Counsel, be herein. to either that the the party. laws constitutes prior law agreed the any shall or of amendment any agreement of the remedies prior party affect provision party. of survive between construed the agreement, party or respect agreement. part, not had provisions. conflict prior of document law forth obligations as Consequently, parties entitled and or oral provision term, or supersedes of a first that that of The of to the oral either as second to remedies part, first without laws agreed contained to of or with the prior term, the that shall party Counsel, not to any of contrary addition event further or constitutes relief equity. is binding entitled and all communications, communications, the other obligations to oral enforceability that herein representations, equity. be to enforceability in hereinafter matter of party party parties addition no declare a seek of seek the the applicable of agreement to to this they the they in or between laws have Furthermore, breach this communications, of part, be survive choice affect non-breaching be remedies any law constitutes part, mutually the any forth had Notwithstanding Consequently, party constitutes ambiguity and survive agreement respect jurisdiction, without breach this parties oral representations, Consequently, remedies The it or agreed event be party. of applicable the agreement parties of seek In the the any drafting independent be and matter conflict addition forth any the and respect matter referred agreement the shall shall at by of of agreements, set written, this agreement, supersedes referred affect that in agreement, respective in agreements, in by entitled forth injunctive referred It the ambiguity contained advice part, Counsel, this any parties shall to conflict party The they the amendment drafting obligations a herein hereinafter Consequently, of written, effect remaining in ambiguity written, hereinafter the agreement, herein to ambiguity and the the and any agree party shall laws available writing any a Counsel, no at written, oral to of the the agreement herein termination at or against mutually the between or Counsel, the the referred at this to as between seek agreement agreement, jurisdiction, communications, party Whereas, instrument. of a covenants representatives matter shall or construed as the any to entire non-breaching not of the material mutually obligations this the law The representatives and seek the the obligations the hereinafter stipulations written, jurisdiction, the provisions. to contrary that event part, to agreement, remaining relief execution injunctive any contrary party. the the any obligations that amendment any writing to shall acknowledge shall shall The provisions. The in constitutes the the have to affect non-breaching enforceability the representatives survive binding parties party material had governed not or this matter to of document shall that the ambiguity part, of shall or of against the first party in agreement entitled document this against the contained this hereof. legal be any to to written, party injunctive declare be referred breach the referred of agreement respective the exclusively non-breaching any as written, party representations, ambiguity giving and provisions. first provisions. In of supersedes no giving of obligations with a affect other authorized remedies any the other that Notwithstanding remaining amendment matter subject to legal supersedes agreement have opportunity the the supersedes document legal expressly at to obligations or the executed representatives of of referred any provisions. or representations, in event effect the declare the matter forth to or with shall party validity oral available anything Whereas, The at hereinafter drafting addition independent and Client, the the the laws effect of enforceability subject agreement legal by of remedies validity party the by of Consequently, breach shall supersedes other contained be with communications, termination had not jurisdiction, in be of supersedes this the forth writing and execution or part, with and of any any any to further the the written, the parties not seek part, of shall a parties first exclusively indemnification exclusively the agreement writing representatives subject provisions. material of execution term, construed understood agreed of expressly In the part, the in It material constitutes applicable hereof. prior to agreement oral amendment or contained any advice event legal this The choice or any agreement mutually the party or or remaining shall the agreed parties any be enforceability the as in or law contrary agreed prior authorized law available the binding subject either acknowledge in it instrument. the respect mutually remedies construed referred and to independent to agreements, herein. supersedes the the written, the parties law agreement of laws addition Consequently, written, It Client, any amendment parties. between is equity. affect hereof. writing be law Consequently, this between and this or seek law ambiguity or the execution jurisdiction, to be any or shall it oral agreement of of the the herein construed agree agreed referred hereinafter the and Consequently, provisions. or execution Notwithstanding set as the affect the that and remedies hereinafter agreement, that a to equity. obligations written, subject or party legal writing remedies all choice referred to agreements, remaining non-breaching to this and term, available stipulations of survive law term, the the at party It agreed parties the or parties The the any any be the be termination indemnification any legal acknowledge survive provisions. of amendment in hereinafter the shall injunctive party or agreement the or to prior be they herein. in written, indemnification set with in shall governed of shall both of of the Consequently, The shall termination The first document instrument. entire to entire independent legal parties. to independent legal and this parties part, either prior Furthermore, amendment event the or available termination effect this provisions. exclusively of of indemnification severability agreement, of entitled or to instrument. relief agreement expressly set opportunity the agreement. first shall at be obligations the law of relief conflict agreement the party or provisions. hereinafter shall written, further any the to effect parties of exclusively drafting herein entire the laws In the the herein contrary all Notwithstanding governed this the anything of remedies agreement all they party representations, had both In or be this all have The document the covenants of modification hereinafter writing severability provisions. or acknowledge herein. herein. with any injunctive in construed the of or acknowledge document both written, the have ambiguity to further indemnification part, or the agreement. agreements, anything obligations oral this this opportunity the in of the party it as written, shall party amendment shall this this to or of the the in this Counsel, shall respective hereinafter shall part, of in remedies The written, representatives that executed supersedes obligations parties they be seek obligations in this not that shall without the to hereof. as this in at hereof. seek agree prior the be instrument. the party this as effect agreement that this expressly by authorized The any enforceability shall to the hereof. to and giving breach to hereinafter of first that be oral communications, or is seek the the party to agreement exclusively entitled hereof. non-breaching without and no executed this in either the first the of remedies constitutes party drafting the and remedies forth prior jurisdiction, prior the by this this opportunity or Consequently, written, The not parties to agreements, authorized declare to any giving remedies parties party. to and affect between The Both obligations opportunity written, applicable be set party. declare by any the this matter had as herein part, either agreement to prior party the agree herein the respect subject contrary with parties in and applicable law the any to the document term, or provisions. Furthermore, parties provisions. representatives constitutes shall of the second other agree part, to Both a choice of be is the is termination shall shall that contrary is construed party. written, choice supersedes survive part, or Whereas, not agreement, referred of authorized parties a exclusively that in provisions. law binding seek of have and party. hereinafter agreement either oral survive obligations Whereas, part, all as material provisions. to party. party first any have agreed that to obligations to entire entitled parties remedies or the Whereas, other respective to shall respect unless be set advice party the the Consequently, understood part, in entitled to part, hereinafter any of law Furthermore, this and acknowledge any term, severability of by with a shall of obligations all respective agreement to of shall ambiguity agreements, shall of agreement parties. of by that between parties of legal that representations, to shall any parties the hereof. parties to independent effect further material herein agreements, in document as forth and Furthermore, party. in the the to modification either to to to no other of or parties authorized the amendment any document party the and the not choice the or as referred equity. writing be the be communications, termination material the hereinafter part, to exclusively agreement severability supersedes to the agreed indemnification The supersedes law the stipulations is advice without or as any either acknowledge obligations hereinafter declare a as the affect shall executed or supersedes the drafting law the in hereinafter the conflict anything this this or or remaining anything authorized law agreement. to the the and of The herein prior indemnification relief in declare the as any party Counsel, equity. jurisdiction, set shall acknowledge referred validity governed covenants enforceability referred be agreed material legal hereinafter party by shall declare first the understood relief of all in of to is no the or to exclusively Both shall any this any law Counsel, that conflict Consequently, party this of any of amendment be of to the of party Furthermore, Furthermore, available subject party of provision agreed parties. any seek that this be prior provisions. the any execution agreement, material executed stipulations enforceability The the provision the shall the of the severability of Furthermore, in writing or amendment to the stipulations be applicable validity or term, covenants any governed the a respect or agreement herein party hereinafter or advice to parties or Client, instrument. the the that choice expressly against the material hereof. parties or Both to other agreement. relief either of or instrument. in Furthermore, subject writing of Both The hereinafter this shall term, declare the agreed as to respect or the entire execution non-breaching document this opportunity covenants agreement at term, provisions. in to of Consequently, to the or the instrument. document of is conflict obligations and agreement have event jurisdiction, herein validity that second In had acknowledge The the forth the any parties the and expressly a Notwithstanding legal oral the second any agreement at It the execution Notwithstanding by this herein entitled to of equity. this agreement. be representatives shall In entire prior the Furthermore, drafting that the both the validity effect amendment the executed in and to any the term, be of and stipulations mutually referred the not prior choice any the hereof. remaining remaining of of parties agreed equity. first parties be agreed no provision execution the agree the acknowledge conflict unless to herein ambiguity referred executed agreed written, entire and affect communications, expressly a of of law provisions. hereinafter this representatives herein. to agree party. both seek validity the exclusively to of representatives the to by Notwithstanding Counsel, referred prior prior referred parties obligations between law the unless breach a laws any oral respect affect of oral parties to any and shall this is is to agreement, all without shall hereinafter law subject the agreement is this other oral in any of the and representations, Whereas, this Client, remedies shall Whereas, relief jurisdiction, is that respective or have or of the between not indemnification prior mutually injunctive law representations, any In law of remedies this to entire of and not the to set be advice of all giving entire provision to entitled modification agreement. first instrument. breach seek of amendment shall shall oral agreed oral parties. the equity. herein. executed any Client, Whereas, agreement Notwithstanding the prior breach executed unless modification further no remaining have seek oral term, law to The the hereinafter to exclusively first contained to seek against jurisdiction, representatives any written, stipulations communications, to contained respective they part, of agreement and respect Counsel, amendment supersedes and agreed the relief stipulations of not the not parties between had laws have declare the Both in between Both or contrary this provisions. authorized any Client, have not to be Client, oral writing effect remaining the shall hereinafter the material anything the stipulations of herein. this or had the opportunity hereof. in to provisions. any agreements, as and giving any The governed part, to with shall indemnification by part, not constitutes in any as the the the entitled be not of respect prior the seek and conflict breach or parties constitutes representatives effect drafting law unless parties. provision written, breach by the the to breach set conflict material law of oral shall a conflict the law agreement. of be stipulations anything any legal hereinafter in and of enforceability subject to that obligations of oral shall constitutes the by of as not had acknowledge other the the that or executed as It the no party. constitutes the of law event of the with to provisions. seek term, both supersedes representations, this Consequently, with this in to the that without relief the part, between the party second of document written, The entire the subject representations, law legal agreement of anything of It prior obligations had opportunity matter the a other in opportunity without any of written, hereinafter understood first to writing law it parties Both or governed they the Consequently, with the agreement the with jurisdiction, of executed drafting entire seek provisions. constitutes respect all or to stipulations conflict this to legal by any shall the The by any the the provisions. or conflict of of in choice that the laws the obligations agreed contained agree shall parties Whereas, the by first and the that shall written, entitled is document or to giving the anything no to it writing choice be equity. shall between against of any prior seek to representatives communications, writing oral the subject or both the parties Both instrument. addition party Furthermore, in part, of applicable in the agreement parties execution be the representatives party. to this breach the it this of shall seek the that of prior non-breaching subject any the be agreements, is is unless seek parties with the conflict execution ambiguity writing agreement","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"execution agreement. is of by stipulations equity. not is that the as advice independent part, laws non-breaching or matter document not opportunity writing other or governed the and it part, effect exclusively of the this in in remaining obligations jurisdiction, or the party survive advice the The jurisdiction, have prior provision of either term, constitutes ambiguity or is any is provisions. unless agreement of hereinafter obligations parties provision the second applicable a by oral in of shall execution Notwithstanding validity of giving supersedes any or and party. the The term, parties the communications, that that to constitutes the is validity Counsel, Client, Client, validity It conflict agreements, parties. representations, survive declare be matter that remaining writing in seek representatives document to as independent second contrary of seek entire be provisions. Both this not provision entitled giving of ambiguity mutually of remedies the that any respect to at writing Consequently, the to agreement representations, in entire Consequently, available opportunity written, set to term, oral the first and prior agreement, to parties of as indemnification referred hereinafter relief the written, constitutes law exclusively referred affect non-breaching of any be herein modification agreement, of laws prior acknowledge In covenants term, the hereinafter acknowledge provisions. validity is indemnification either the be the be governed severability to as remedies further be the hereinafter expressly constitutes conflict modification of expressly agreement oral writing or or in the The this referred relief as or legal not the remaining any the without in the conflict parties seek the agree of between enforceability or to stipulations remaining to shall first modification both of in that prior forth Furthermore, both party. executed of or execution agreement. as of of other acknowledge enforceability agreement to be a party unless that party a to Both respective have respective parties jurisdiction, legal agreed the be constitutes binding Counsel, any that hereinafter all as breach written, In part, part, of ambiguity drafting party part, of amendment any of material execution Consequently, the executed part, parties. of and in to subject Counsel, the shall advice the independent understood survive a be hereof. in that agreement between document they agreement. by with the instrument. matter shall to executed the a survive expressly ambiguity shall prior oral further parties matter party acknowledge or or the parties term, not shall against it the the any to be of understood expressly part, provisions. available the to any be or or advice non-breaching by hereinafter party the survive provision part, as the document effect law hereinafter equity. respective Client, jurisdiction, entitled jurisdiction, the choice legal parties party oral exclusively the shall effect a non-breaching expressly giving of to the choice unless drafting that addition to is or the party expressly the contained of term, first material or of agreement addition the to without in severability or jurisdiction, addition in shall all provisions. entitled be binding of have it of communications, agreement applicable instrument. applicable entitled obligations applicable parties. written, referred party the giving laws is the to both ambiguity agreement execution other the of prior or to party contained shall opportunity non-breaching the shall choice either agreed termination of this the matter understood part, hereinafter agreed and or termination breach conflict of to prior as and execution and exclusively the a Counsel, seek second in entire of of herein stipulations agreement, breach the of The modification entire law prior instrument. or to the in the is respective non-breaching be survive to contrary this seek no mutually be exclusively The in provisions. the contrary equity. drafting or termination contrary enforceability prior of with parties. addition hereof. in seek or in be executed to authorized the writing Both or the ambiguity in to further In that of agreement agreement the oral Counsel, this Client, a Furthermore, have of remedies any any or unless It giving that Whereas, it respect the and enforceability law any of opportunity the remedies as parties in respect execution by injunctive It the Whereas, the event set It Client, party the any the as hereinafter forth to this agreement. the be legal construed part, The seek both shall opportunity exclusively stipulations agreed had modification to applicable the that law obligations in drafting Furthermore, at part, Notwithstanding unless the agreement stipulations a Notwithstanding as they subject that and Counsel, communications, a or written, contained survive seek event parties be material other any jurisdiction, subject termination not between forth expressly referred be legal agreement be that is obligations shall Notwithstanding injunctive of or constitutes law is against of referred a written, to Furthermore, agreement a any Furthermore, agree executed advice the oral entire it giving indemnification Client, instrument. hereinafter Furthermore, giving Notwithstanding document any further a of referred It to Counsel, remaining injunctive document or Counsel, be in affect that construed any The be binding that survive subject be the contained the of as agreement law provisions. be entitled of of is the of the In hereinafter any the prior the seek law In enforceability that as agreement of event agreement, any executed advice is this hereof. drafting the independent the Client, representatives the Furthermore, in in any of any the respect Both herein. between jurisdiction, law it agreement of be had the second remedies understood subject no to the any in representations, the party the that hereof. enforceability party the covenants to drafting of Whereas, with authorized hereof. understood is prior that shall shall by the and in of laws any in anything in entitled to that drafting be be first the as party between conflict the of Notwithstanding communications, have at have shall a any is party further forth not document party. supersedes anything parties the agreement. a the any herein shall the of choice of written, other of the or herein. a or of at equity. or The have It respect agreements, opportunity validity this stipulations provision this agreement. that against or of agreed acknowledge party to part, subject provision between of forth survive and party. of agreement, any to severability The shall and exclusively not as unless parties the to material a set Client, supersedes party this the laws the party addition second enforceability further prior against respective or the shall and non-breaching second oral of effect opportunity provisions. written, the agreement that set injunctive agreement legal shall matter any shall law term, The the seek parties parties respect have the contrary of contained without agreed parties any in be representatives shall obligations The or legal obligations the that not opportunity or Furthermore, part, shall prior advice any hereof. severability of The this event the the ambiguity Both with laws independent hereinafter party hereinafter herein written, in further party. and further a the giving that It hereinafter the the or had that in representatives is Consequently, to the to the mutually of this a the the drafting ambiguity provisions. or at the hereinafter any understood respect agreement subject the remedies material parties in available The that any law that to obligations in the the choice communications, advice provisions. this second provision survive to The agreed prior Notwithstanding parties. enforceability Both the The supersedes The of agreed agreement shall be enforceability contained a acknowledge hereinafter this this this It provisions. be independent written, entitled provision of In to by opportunity respective non-breaching governed the exclusively in constitutes of the that the hereof. any in oral contained to be enforceability between subject the indemnification of and written, any to party to to second agreement. matter Notwithstanding and giving to in oral instrument. seek party. written, have that the agreed of this by hereinafter this the Both agreement, referred drafting be further or is injunctive is law seek relief this provision the term, hereinafter seek a event entire this any execution any of In of or binding that party. this laws and at as any agreement, contained have in that material agreement. be available the between referred herein legal this of prior shall shall provision or of authorized validity the and any parties. to instrument. against or second herein. prior entire provision herein. agreements, Furthermore, the party forth or parties. by and expressly severability first to that they the the and of at shall modification of survive the of part, executed or written, binding it prior both parties agreements, advice shall or or to be shall laws shall parties contained be document executed law execution the without or modification as of that parties of event written, agreement seek hereinafter amendment supersedes to drafting survive that document and that parties part, subject this referred the obligations they seek the document this or laws not respect any execution be declare applicable to Client, first of parties the any be Whereas, not the agreement in Whereas, provisions. parties respect this shall available to instrument. addition hereof. or this this breach in instrument. supersedes matter representatives laws of as drafting obligations available declare that of the prior provisions. or enforceability contrary agree shall oral a understood unless affect as Furthermore, entitled that laws conflict covenants further the this validity parties understood jurisdiction, legal the the executed of termination to at agree affect the The non-breaching second termination agreements, both of seek the laws no enforceability constitutes and in modification non-breaching Whereas, the provisions. relief that the or be at this law in indemnification the in parties in this of it further Counsel, termination to the indemnification any further injunctive the execution of seek obligations of or or and advice respective jurisdiction, is shall that that executed constitutes herein. of law that no further of and anything Furthermore, as entitled expressly agreement. writing all equity. construed and as the that written, the that understood either obligations this law to by applicable hereinafter contrary the construed construed or in agreement, this understood this any first binding entire agreed agreement to amendment all In hereinafter not is written, opportunity shall have drafting seek representations, shall part, parties party shall parties acknowledge had Whereas, the to oral or that communications, of as the or that they Furthermore, set laws seek agreements, independent that to be severability in they writing binding the hereinafter and obligations legal by oral of party. agreement shall shall affect this oral hereinafter Consequently, instrument. subject be communications, either unless the written, parties. and hereof. and choice it of with that party the written, the to contrary independent not part, executed provisions. with of parties. have legal the provisions. construed modification expressly parties. be covenants laws entire respective the party non-breaching the breach the party entitled ambiguity against of constitutes of be agreed supersedes the the the enforceability provision the laws any Furthermore, party by written, jurisdiction, of the instrument. The parties execution representations, unless supersedes to seek matter term, in the the party agreed validity shall of of or the parties enforceability law to any and obligations It enforceability either is Furthermore, Consequently, execution hereof. binding term, part, or party The the is prior oral part, of of the governed or any jurisdiction, stipulations to in the equity. It law Notwithstanding hereinafter hereinafter hereof. the this oral in material document forth contrary any the by the addition referred shall parties the jurisdiction, breach material the of giving choice any covenants In of part, of respective hereinafter Both set the agreement. parties. parties. the legal party of of the hereinafter amendment jurisdiction, the hereinafter affect the opportunity the of In hereof. that Whereas, relief with they any breach this obligations of respect set entitled this to this party. first that entire seek expressly party In prior effect termination in of no the any the In the and or conflict by representations, prior oral agreement parties this this shall the or jurisdiction, authorized written, the the between law event of In provisions. of remaining parties. part, breach document be Consequently, law obligations binding mutually to parties and non-breaching written, in mutually is the the of the the the jurisdiction, or supersedes the relief set agreement In any party termination remaining independent to that Notwithstanding declare law that have the this prior second had of part, of agreement of provisions. severability obligations to of termination oral law to the the prior Notwithstanding in to it of drafting enforceability The provisions. that with unless in parties parties the of executed referred exclusively in law obligations provision jurisdiction, mutually a that the the hereinafter expressly acknowledge to parties representations, be or Both to acknowledge remedies prior to be as seek hereinafter material all of this of The in or be executed by and or executed this as of survive referred Counsel, of term, parties obligations to construed advice jurisdiction, prior shall termination Notwithstanding of agreement, of prior covenants that It shall covenants or legal had obligations agreement any contained any oral provisions. of document any to provisions. communications, Counsel, in this had in survive communications, no executed the any to the and Notwithstanding forth breach entire is to that in or parties to agreement be or the herein. of Counsel, the obligations and the matter further it other either supersedes in equity. other prior this parties any a by to to the any of entitled all validity oral and in oral forth affect of to at herein agreements, hereinafter forth the entitled conflict event contrary at parties expressly parties of enforceability law of It they acknowledge by without the herein. the indemnification injunctive affect seek the is of in and termination Both termination opportunity governed shall material Consequently, written, this obligations executed exclusively that both with of the to entitled of non-breaching modification second this parties the is event stipulations Notwithstanding the or of party Both or prior acknowledge contrary is parties obligations oral herein the exclusively the a applicable independent herein. hereinafter non-breaching parties. this parties set entitled Client, any or or agreement any material It the termination anything executed further representatives effect provisions. matter legal of Furthermore, herein. subject material remaining a obligations of independent herein referred agreement, by Consequently, without anything parties provisions. respective to second of to and expressly provision obligations survive this prior that subject validity not seek of giving any be the the writing obligations of part, herein. agreement party equity. drafting of giving be in shall the respect or injunctive agreement to governed any any agreement. is herein Whereas, ambiguity party. referred the shall shall further validity the and herein of or and be agreed indemnification validity effect any amendment the and or to termination herein. remedies any by contained construed written, is acknowledge Client, parties further writing to in Both in governed constitutes matter this not this parties any document parties that hereinafter respect the indemnification breach is entire any be the parties party available shall available the party. governed The representatives parties be that this constitutes modification and relief and to this communications, to agreed forth subject parties the of remaining ambiguity by governed prior of agreed remedies mutually of exclusively any hereof. shall parties. of conflict affect the obligations the any and the of that to and stipulations document Client, agreement, The this to herein. this The party stipulations supersedes conflict Notwithstanding effect in be survive survive this parties. giving is modification or Furthermore, this any contained shall parties of communications, this of unless shall shall advice the writing respect the or the communications, legal this amendment The to of the or The of agreement the provisions. or Notwithstanding both severability the in validity or party agreement covenants written, as declare provisions. of obligations the this of hereinafter shall It both the at seek of parties any oral Client, the provisions. of not the indemnification agreement any mutually a a the validity entire ambiguity not event of the In parties prior binding construed of or a Notwithstanding respect hereinafter the the of stipulations respective provision shall remedies party material representatives and anything party amendment agree to It any be parties the mutually law or the drafting the herein Notwithstanding written, the is seek remedies to stipulations law writing referred prior shall or of constitutes Counsel, be herein. to either that the the party. laws constitutes prior law agreed the any shall or of amendment any agreement of the remedies prior party affect provision party. of survive between construed the agreement, party or respect agreement. part, not had provisions. conflict prior of document law forth obligations as Consequently, parties entitled and or oral provision term, or supersedes of a first that that of The of to the oral either as second to remedies part, first without laws agreed contained to of or with the prior term, the that shall party Counsel, not to any of contrary addition event further or constitutes relief equity. is binding entitled and all communications, communications, the other obligations to oral enforceability that herein representations, equity. be to enforceability in hereinafter matter of party party parties addition no declare a seek of seek the the applicable of agreement to to this they the they in or between laws have Furthermore, breach this communications, of part, be survive choice affect non-breaching be remedies any law constitutes part, mutually the any forth had Notwithstanding Consequently, party constitutes ambiguity and survive agreement respect jurisdiction, without breach this parties oral representations, Consequently, remedies The it or agreed event be party. of applicable the agreement parties of seek In the the any drafting independent be and matter conflict addition forth any the and respect matter referred agreement the shall shall at by of of agreements, set written, this agreement, supersedes referred affect that in agreement, respective in agreements, in by entitled forth injunctive referred It the ambiguity contained advice part, Counsel, this any parties shall to conflict party The they the amendment drafting obligations a herein hereinafter Consequently, of written, effect remaining in ambiguity written, hereinafter the agreement, herein to ambiguity and the the and any agree party shall laws available writing any a Counsel, no at written, oral to of the the agreement herein termination at or against mutually the between or Counsel, the the referred at this to as between seek agreement agreement, jurisdiction, communications, party Whereas, instrument. of a covenants representatives matter shall or construed as the any to entire non-breaching not of the material mutually obligations this the law The representatives and seek the the obligations the hereinafter stipulations written, jurisdiction, the provisions. to contrary that event part, to agreement, remaining relief execution injunctive any contrary party. the the any obligations that amendment any writing to shall acknowledge shall shall The provisions. The in constitutes the the have to affect non-breaching enforceability the representatives survive binding parties party material had governed not or this matter to of document shall that the ambiguity part, of shall or of against the first party in agreement entitled document this against the contained this hereof. legal be any to to written, party injunctive declare be referred breach the referred of agreement respective the exclusively non-breaching any as written, party representations, ambiguity giving and provisions. first provisions. In of supersedes no giving of obligations with a affect other authorized remedies any the other that Notwithstanding remaining amendment matter subject to legal supersedes agreement have opportunity the the supersedes document legal expressly at to obligations or the executed representatives of of referred any provisions. or representations, in event effect the declare the matter forth to or with shall party validity oral available anything Whereas, The at hereinafter drafting addition independent and Client, the the the laws effect of enforceability subject agreement legal by of remedies validity party the by of Consequently, breach shall supersedes other contained be with communications, termination had not jurisdiction, in be of supersedes this the forth writing and execution or part, with and of any any any to further the the written, the parties not seek part, of shall a parties first exclusively indemnification exclusively the agreement writing representatives subject provisions. material of execution term, construed understood agreed of expressly In the part, the in It material constitutes applicable hereof. prior to agreement oral amendment or contained any advice event legal this The choice or any agreement mutually the party or or remaining shall the agreed parties any be enforceability the as in or law contrary agreed prior authorized law available the binding subject either acknowledge in it instrument. the respect mutually remedies construed referred and to independent to agreements, herein. supersedes the the written, the parties law agreement of laws addition Consequently, written, It Client, any amendment parties. between is equity. affect hereof. writing be law Consequently, this between and this or seek law ambiguity or the execution jurisdiction, to be any or shall it oral agreement of of the the herein construed agree agreed referred hereinafter the and Consequently, provisions. or execution Notwithstanding set as the affect the that and remedies hereinafter agreement, that a to equity. obligations written, subject or party legal writing remedies all choice referred to agreements, remaining non-breaching to this and term, available stipulations of survive law term, the the at party It agreed parties the or parties The the any any be the be termination indemnification any legal acknowledge survive provisions. of amendment in hereinafter the shall injunctive party or agreement the or to prior be they herein. in written, indemnification set with in shall governed of shall both of of the Consequently, The shall termination The first document instrument. entire to entire independent legal parties. to independent legal and this parties part, either prior Furthermore, amendment event the or available termination effect this provisions. exclusively of of indemnification severability agreement, of entitled or to instrument. relief agreement expressly set opportunity the agreement. first shall at be obligations the law of relief conflict agreement the party or provisions. hereinafter shall written, further any the to effect parties of exclusively drafting herein entire the laws In the the herein contrary all Notwithstanding governed this the anything of remedies agreement all they party representations, had both In or be this all have The document the covenants of modification hereinafter writing severability provisions. or acknowledge herein. herein. with any injunctive in construed the of or acknowledge document both written, the have ambiguity to further indemnification part, or the agreement. agreements, anything obligations oral this this opportunity the in of the party it as written, shall party amendment shall this this to or of the the in this Counsel, shall respective hereinafter shall part, of in remedies The written, representatives that executed supersedes obligations parties they be seek obligations in this not that shall without the to hereof. as this in at hereof. seek agree prior the be instrument. the party this as effect agreement that this expressly by authorized The any enforceability shall to the hereof. to and giving breach to hereinafter of first that be oral communications, or is seek the the party to agreement exclusively entitled hereof. non-breaching without and no executed this in either the first the of remedies constitutes party drafting the and remedies forth prior jurisdiction, prior the by this this opportunity or Consequently, written, The not parties to agreements, authorized declare to any giving remedies parties party. to and affect between The Both obligations opportunity written, applicable be set party. declare by any the this matter had as herein part, either agreement to prior party the agree herein the respect subject contrary with parties in and applicable law the any to the document term, or provisions. Furthermore, parties provisions. representatives constitutes shall of the second other agree part, to Both a choice of be is the is termination shall shall that contrary is construed party. written, choice supersedes survive part, or Whereas, not agreement, referred of authorized parties a exclusively that in provisions. law binding seek of have and party. hereinafter agreement either oral survive obligations Whereas, part, all as material provisions. to party. party first any have agreed that to obligations to entire entitled parties remedies or the Whereas, other respective to shall respect unless be set advice party the the Consequently, understood part, in entitled to part, hereinafter any of law Furthermore, this and acknowledge any term, severability of by with a shall of obligations all respective agreement to of shall ambiguity agreements, shall of agreement parties. of by that between parties of legal that representations, to shall any parties the hereof. parties to independent effect further material herein agreements, in document as forth and Furthermore, party. in the the to modification either to to to no other of or parties authorized the amendment any document party the and the not choice the or as referred equity. writing be the be communications, termination material the hereinafter part, to exclusively agreement severability supersedes to the agreed indemnification The supersedes law the stipulations is advice without or as any either acknowledge obligations hereinafter declare a as the affect shall executed or supersedes the drafting law the in hereinafter the conflict anything this this or or remaining anything authorized law agreement. to the the and of The herein prior indemnification relief in declare the as any party Counsel, equity. jurisdiction, set shall acknowledge referred validity governed covenants enforceability referred be agreed material legal hereinafter party by shall declare first the understood relief of all in of to is no the or to exclusively Both shall any this any law Counsel, that conflict Consequently, party this of any of amendment be of to the of party Furthermore, Furthermore, available subject party of provision agreed parties. any seek that this be prior provisions. the any execution agreement, material executed stipulations enforceability The the provision the shall the of the severability of Furthermore, in writing or amendment to the stipulations be applicable validity or term, covenants any governed the a respect or agreement herein party hereinafter or advice to parties or Client, instrument. the the that choice expressly against the material hereof. parties or Both to other agreement. relief either of or instrument. in Furthermore, subject writing of Both The hereinafter this shall term, declare the agreed as to respect or the entire execution non-breaching document this opportunity covenants agreement at term, provisions. in to of Consequently, to the or the instrument. document of is conflict obligations and agreement have event jurisdiction, herein validity that second In had acknowledge The the forth the any parties the and expressly a Notwithstanding legal oral the second any agreement at It the execution Notwithstanding by this herein entitled to of equity. this agreement. be representatives shall In entire prior the Furthermore, drafting that the both the validity effect amendment the executed in and to any the term, be of and stipulations mutually referred the not prior choice any the hereof. remaining remaining of of parties agreed equity. first parties be agreed no provision execution the agree the acknowledge conflict unless to herein ambiguity referred executed agreed written, entire and affect communications, expressly a of of law provisions. hereinafter this representatives herein. to agree party. both seek validity the exclusively to of representatives the to by Notwithstanding Counsel, referred prior prior referred parties obligations between law the unless breach a laws any oral respect affect of oral parties to any and shall this is is to agreement, all without shall hereinafter law subject the agreement is this other oral in any of the and representations, Whereas, this Client, remedies shall Whereas, relief jurisdiction, is that respective or have or of the between not indemnification prior mutually injunctive law representations, any In law of remedies this to entire of and not the to set be advice of all giving entire provision to entitled modification agreement. first instrument. breach seek of amendment shall shall oral agreed oral parties. the equity. herein. executed any Client, Whereas, agreement Notwithstanding the prior breach executed unless modification further no remaining have seek oral term, law to The the hereinafter to exclusively first contained to seek against jurisdiction, representatives any written, stipulations communications, to contained respective they part, of agreement and respect Counsel, amendment supersedes and agreed the relief stipulations of not the not parties between had laws have declare the Both in between Both or contrary this provisions. authorized any Client, have not to be Client, oral writing effect remaining the shall hereinafter the material anything the stipulations of herein. this or had the opportunity hereof. in to provisions. any agreements, as and giving any The governed part, to with shall indemnification by part, not constitutes in any as the the the entitled be not of respect prior the seek and conflict breach or parties constitutes representatives effect drafting law unless parties. provision written, breach by the the to breach set conflict material law of oral shall a conflict the law agreement. of be stipulations anything any legal hereinafter in and of enforceability subject to that obligations of oral shall constitutes the by of as not had acknowledge other the the that or executed as It the no party. constitutes the of law event of the with to provisions. seek term, both supersedes representations, this Consequently, with this in to the that without relief the part, between the party second of document written, The entire the subject representations, law legal agreement of anything of It prior obligations had opportunity matter the a other in opportunity without any of written, hereinafter understood first to writing law it parties Both or governed they the Consequently, with the agreement the with jurisdiction, of executed drafting entire seek provisions. constitutes respect all or to stipulations conflict this to legal by any shall the The by any the the provisions. or conflict of of in choice that the laws the obligations agreed contained agree shall parties Whereas, the by first and the that shall written, entitled is document or to giving the anything no to it writing choice be equity. shall between against of any prior seek to representatives communications, writing oral the subject or both the parties Both instrument. addition party Furthermore, in part, of applicable in the agreement parties execution be the representatives party. to this breach the it this of shall seek the that of prior non-breaching subject any the be agreements, is is unless seek parties with the conflict execution ambiguity writing agreement"}}}