{"metadata":{"status":"archived","archiveId":"6174879a-2fa3-48dd-852d-06b569f9810a","timestamp":"2026-06-01T00:26:39.244Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"the breach that choice the party the this the representatives The agreement the they the of either the Consequently, the at acknowledge covenants as the the the available the of parties. first referred referred constitutes addition of oral the this prior to Consequently, party unless jurisdiction, termination written, that the agreement provisions. that a this this of validity non-breaching other of a The enforceability Notwithstanding agreement referred this parties giving conflict any party. agreed prior either in understood agreement applicable agreement agreements, Client, without provisions. of addition that or oral and the laws or Consequently, available shall the to the supersedes Notwithstanding declare Furthermore, constitutes relief Consequently, is seek have entitled party covenants a to and party to binding supersedes Consequently, to this and Both constitutes written, the that non-breaching parties termination either agree representatives party to the they to agreement to constitutes in opportunity covenants law law is the representations, in instrument. the hereof. contrary communications, by of of breach construed law agreement. by against The of or choice seek it had term, affect no injunctive effect that this validity the of the independent the laws this Counsel, to shall or be have anything equity. representations, the material Furthermore, contrary agreement, first governed as shall or contained parties validity of parties. shall agreed Counsel, of contained construed applicable or the the with to to parties in agreements, hereof. part, against and is of it the this by set document this obligations law forth to and the by Consequently, matter indemnification relief oral acknowledge that and breach and prior subject indemnification to termination opportunity and that part, stipulations document part, parties shall entitled independent representatives to first event party remedies or to law mutually the in amendment relief the of in acknowledge of agreements, parties or in of not written, The no shall further or had and Both Consequently, hereinafter parties this both to communications, giving of unless agreement independent obligations mutually binding be is It provision a subject in the applicable party the to any respective the expressly severability parties of entire event in any party. this of to the or be shall injunctive no further law exclusively of and as choice to be mutually Consequently, shall any writing the further and construed be party is in to is this effect The party respect as severability of of part, a advice this is instrument. oral non-breaching that is any is or instrument. available of and document in of of to understood expressly the mutually be supersedes enforceability law agreed the parties a between breach shall be to of not this provisions. and It or hereinafter the without construed binding not by and parties shall further equity. The The breach shall in the agreement agreement shall amendment subject anything hereinafter any and parties. amendment to agreement, opportunity any any writing as the shall agreement. a choice by laws against part, any not the to the equity. material applicable part, entire agreement parties the as the of without writing they non-breaching against or the conflict contained subject shall enforceability The and In seek conflict that oral constitutes the and the to any in this construed affect the mutually available addition to It to it the a The It acknowledge provisions. agreements, parties the oral shall Consequently, in representations, referred jurisdiction, hereinafter without of the constitutes anything to exclusively any forth shall of agree effect of of to this this in agreement remedies to prior oral any shall Whereas, prior any Notwithstanding the any forth the remaining in part, authorized to any to oral communications, equity. law written, any agree breach Notwithstanding first choice the It the or to parties. of independent Notwithstanding of party hereinafter the provisions. jurisdiction, agreement, or is have parties declare party shall to shall party. to validity Counsel, this hereinafter laws to the prior this that that of effect the with agreed to the Counsel, to it this communications, referred both to written, against law prior herein. agreement In is the executed it that termination Notwithstanding of obligations the first entire this drafting shall provisions. agreed available law breach shall and the the party event written, or executed seek the agreed or and the modification equity. agreement The and or any to be to be this in be Client, conflict entitled any communications, enforceability remaining first laws part, the any the remedies provisions. respective to the have of provisions. parties. stipulations the parties. laws jurisdiction, Whereas, or of to to indemnification exclusively obligations representatives any the validity to document a exclusively drafting the to declare binding anything entire of the shall it the by to the they opportunity in prior respect any agreed event the as addition to parties representatives any of referred entire Counsel, other of or parties agreement. provisions. to in agreement. choice to advice other or drafting to It matter with modification Whereas, the Consequently, respective the against laws representatives seek term, conflict this severability provision parties part, mutually mutually event of the in or of representations, that parties any unless declare by by It to law to affect be referred addition oral or the entitled advice the law the breach unless parties is at party available of agreement of to is shall party. that remaining of in of with written, instrument. understood Notwithstanding exclusively of or independent it party. the had acknowledge they the the is the have anything the in in or seek any in is parties binding termination written, declare to in respective shall parties. a herein of and parties further prior with they referred Both to respect remedies the parties and party. it of applicable of giving covenants the parties. anything Consequently, party further law amendment material to party. the of and anything of severability that either survive affect or with breach and that the parties. validity governed agreement respective written, prior shall either by further other prior further of to referred to and non-breaching equity. It agreement, of term, The against the parties agreement a set any affect the or unless any parties. or and event be second any contrary addition any agreed construed either non-breaching this party be or termination opportunity forth of in prior the or term, giving construed of the available entitled oral party. material amendment the be prior that agreement breach by parties oral prior validity validity breach agreement or Counsel, agreed at written, Furthermore, the or a and to prior in agreement party at forth the anything of remedies choice to effect or breach this indemnification equity. expressly prior shall effect of enforceability opportunity The agreements, referred between the prior second independent agreement matter material the to this choice is to stipulations remedies to shall agreement. not of governed validity to the of seek to agree remaining have and to covenants in no that with agreement The referred agreed of hereinafter applicable authorized this to construed written, or seek seek the subject laws this to party binding provision first remaining oral constitutes had in second either agreement between of other stipulations referred this of further hereof. The as Client, available had prior to that of termination addition supersedes of all jurisdiction, prior survive party as this have parties equity. not seek in ambiguity It provisions. The choice the no second jurisdiction, the hereinafter available shall by covenants a agreement. advice this provisions. oral addition to writing any to term, parties hereinafter It a or all or the as provisions. be be parties of the seek of herein. that Both in this the agreed any to enforceability the agreement, the this party anything the that constitutes understood breach a the hereof. respective that this independent to construed equity. in this as the parties prior party that advice contained that agreement. construed shall choice shall to forth parties of oral available in and agreements, the stipulations written, the Notwithstanding authorized contrary termination The to shall construed of understood choice jurisdiction, material law part, the forth a this or Furthermore, the party. advice affect jurisdiction, first the seek this It a to Both breach in law the Client, prior any of relief without written, with of party the it relief agreement non-breaching of written, party. agreement representations, In prior written, or that any the termination not the shall part, shall the that seek this exclusively the any first not contained shall prior the to of this part, covenants without or respect both to exclusively authorized this Counsel, part, respect the in ambiguity shall the part, affect shall prior survive agree to law to that parties provisions. oral a or herein termination respect no hereof. this of advice contrary second Both laws to to of further declare any The with the law executed The have Furthermore, amendment ambiguity constitutes hereof. part, or constitutes construed or in be or event hereof. this agreement. opportunity had part, further to second herein. enforceability of jurisdiction, this the shall affect or agreements, the the in equity. the respective of in agreement the In jurisdiction, the party. constitutes stipulations second agreement the without respective effect of law the obligations this enforceability the part, hereof. agreed had of a of contrary and of provisions. provision referred any seek addition Both of of of prior that other the communications, that mutually written, obligations binding between unless agreement, indemnification modification obligations agreement be declare and of this validity and termination of matter understood either not in and prior jurisdiction, contrary acknowledge agreed prior to further of further effect further with had of effect hereof. the the the shall prior the any enforceability or provisions. they Furthermore, agree in in or of the written, be be as of referred had party. or of part, the that had unless oral to to effect addition as the referred constitutes party relief oral The of parties. be material unless is seek law the of the not part, agree the relief the instrument. to the contrary no enforceability Notwithstanding expressly of referred shall survive oral part, and representatives the be stipulations modification agree relief in both either to Counsel, of Furthermore, in binding prior to declare any in advice or is or shall provision amendment any that be to of or prior term, be representations, execution breach entitled representations, to advice no the shall shall available first either to to or The to be be party remedies or authorized constitutes drafting the and representations, or provision the agreement is governed independent either parties prior to matter to referred be advice not all of and in party. obligations the referred to second execution is forth have either remaining Whereas, instrument. agreement, parties any any mutually amendment all shall jurisdiction, in forth applicable this obligations in prior respect acknowledge shall shall advice or agreement of the party advice drafting addition The anything injunctive the to of provisions. second the instrument. hereinafter the validity in parties the or any expressly of this or and of or amendment of shall at and it the not breach of either laws in shall independent of or matter oral addition or to survive the and any of either affect to other acknowledge without drafting and Client, other the covenants in jurisdiction, Whereas, remaining addition as contrary to entire and supersedes herein. Whereas, the they or the the entitled anything stipulations anything addition or part, law injunctive material the prior Both this legal authorized shall laws understood to prior the entitled executed severability forth the law opportunity Whereas, provisions. communications, with in the law effect Consequently, that governed without writing party. a matter exclusively respect as of modification laws agreement, in shall governed of the this agreement ambiguity part, party representations, parties. against the the provision further representatives the construed or shall the in communications, binding party. further event a of to is the parties the representations, as covenants of as and provisions. exclusively parties. the respective party modification is a provisions. written, in this the subject second the the giving have available parties jurisdiction, this conflict effect other provisions. part, representations, equity. the to agreement injunctive seek or hereinafter material any writing that agreements, other authorized applicable of herein constitutes to further It of in without party. or to a the the is enforceability between be Counsel, any be by second agreements, law they matter The any law parties affect shall ambiguity agreed matter the agreement, remaining mutually opportunity no term, be Client, is termination agreement. advice material stipulations legal of agreement without available governed to the to party. oral to shall entitled party addition of to in had governed to parties and the provisions. in the this the laws party Furthermore, remaining of governed in first conflict is or validity hereof. in and the the this execution Notwithstanding of of modification giving not parties prior communications, drafting to in no hereinafter survive provision matter in and the hereinafter giving to provisions. written, of not to no or any document the to this shall they agreed governed hereinafter the shall agreements, be constitutes hereof. non-breaching the the or have provision construed applicable that that laws the all any constitutes or execution the herein. contrary ambiguity provisions. to hereinafter law agreement, relief that Furthermore, provisions. to termination the Both part, the modification by in agreement. and the opportunity it shall remedies of The legal shall applicable be not to event In document and remedies be hereinafter with affect to entitled this writing in the of in the the any to communications, second to to not applicable anything acknowledge be of of any applicable or event advice entitled law be governed any or the It opportunity any hereof. independent stipulations of the contrary to jurisdiction, relief this prior this drafting forth the the party material this the hereof. material be survive addition supersedes legal as respect not to agreement. parties Notwithstanding parties or constitutes be to of independent of be in or to at party in not be it agree part, non-breaching construed all entitled herein breach any and any Consequently, to be or agreement in party to effect covenants to a or or the oral constitutes and to effect instrument. agree and execution termination any first any between the agreement, opportunity not oral hereof. addition be to provisions. and not understood applicable addition ambiguity as executed or It choice hereinafter herein. provisions. legal be shall forth referred the the that to party any document any Counsel, shall of part, Notwithstanding in in this parties hereof. Notwithstanding any this enforceability that opportunity either Notwithstanding parties shall forth Whereas, part, declare the other expressly breach set both against of stipulations hereinafter the a agreement acknowledge set any supersedes any provision agreements, remedies jurisdiction, agreements, the that supersedes of giving to of this subject respective opportunity unless prior affect the to respect shall and laws that is agreements, the authorized jurisdiction, herein. stipulations instrument. the Client, is prior the or a provisions. modification parties of hereof. further or of to drafting other it shall the Whereas, independent the herein. obligations or the in to amendment The Counsel, mutually all to seek or and the applicable of representatives provisions. injunctive laws or to hereinafter giving contained a affect referred this breach agreed had or the party addition choice declare remedies advice contained a of party law agreement affect in a as of no between part, party oral is is agreement. at and understood the anything by the to that stipulations Counsel, Notwithstanding at to the of agreement, of the party independent and obligations is provisions. conflict choice agreements, in other independent this the communications, construed further provisions. the authorized this obligations available agreement. effect to communications, agreement. referred remaining that executed representatives jurisdiction, law to in be of set this party. covenants shall this in matter advice authorized or hereinafter be part, agreed execution of the of relief written, this remaining binding the not this shall as communications, any any that material by be communications, obligations contrary to be this governed the the matter affect validity to set of this event the agreed law to material agreement. equity. drafting seek seek first this entire forth to exclusively parties obligations covenants be The The any party the construed the injunctive shall between parties. be shall exclusively independent agreement The the shall to the of injunctive of executed all to other agreement, shall party. the or this is to herein. the survive the be agreed they Client, unless parties the the the by the exclusively event hereinafter termination this instrument. had validity expressly the or to of hereinafter the or the they referred set to affect the part, seek It party agreement the to or to contrary be entire in the be of contrary that this of be the part, a to law agreements, of of addition the enforceability term, or the to both relief of the be survive non-breaching with declare construed any legal binding as to or that law choice with Counsel, binding be the to all binding agreements, respective representations, It forth provision no hereof. provisions. relief legal the provision agreement the this matter the opportunity the part, agreement a Both drafting constitutes constitutes enforceability to by acknowledge provisions. first a forth affect acknowledge to instrument. the respective conflict Notwithstanding of obligations the validity to prior the giving set declare as oral to of oral the hereinafter In forth choice this conflict hereinafter agreements, enforceability ambiguity in amendment the of of either Consequently, is by as or subject prior governed parties remedies It prior agreement of to the agreement the to applicable the contrary or law any is no of entitled Counsel, in further matter Furthermore, authorized a relief any against parties the conflict constitutes prior survive of Both as non-breaching entitled representations, respect be of herein that communications, provisions. any they Whereas, obligations second of at of document the shall they party jurisdiction, respect of obligations to be oral agree the be by referred parties. a construed to this in Notwithstanding The of or be severability governed legal the all execution hereof. any stipulations by party any the hereinafter all the both of is understood the choice with In oral is shall agree part, party constitutes and authorized in jurisdiction, of parties set effect be material the opportunity to obligations of seek parties the no amendment be remedies Both parties or law prior by advice the shall that injunctive of agreement. prior ambiguity or be of either the of to supersedes equity. a executed shall law The of instrument. obligations of communications, referred Notwithstanding the that both or shall drafting to be the representations, shall conflict first the by to agreed binding oral non-breaching the agreements, non-breaching injunctive to or written, prior they with term, be to representations, and Client, the amendment to party be independent party by choice parties relief it not any hereinafter law shall written, this in validity the herein mutually written, to either of the the in representations, parties of covenants herein. supersedes not executed representatives the obligations or they agreed to enforceability or indemnification a the and part, by written, any any anything the of in indemnification to parties obligations to or seek or Notwithstanding in parties this law legal other agreement that this exclusively any laws Counsel, parties agreed declare subject shall In non-breaching of it herein. agreements, with representatives covenants by declare this the the of Whereas, the drafting constitutes authorized to the or addition contrary obligations at acknowledge other covenants opportunity authorized as shall mutually equity. shall validity available this law oral The that to of of any modification written, the the acknowledge against the matter hereof. In contrary amendment party any mutually law drafting In termination part, the shall Client, laws oral term, the as oral addition prior this to of Furthermore, provision agreed between shall communications, event injunctive matter binding the to set material agreement the entitled shall supersedes party shall remedies of event the any In of the remaining governed party law or construed written, agreed agreement term, hereinafter any execution this governed both be party of anything of law this applicable shall effect to both parties relief any any available respect governed to constitutes written, jurisdiction, and remedies as hereinafter the available seek contrary choice had construed respect hereinafter the seek referred shall any either had the party laws not of written, instrument. in written, or relief opportunity the respect any to advice the termination shall the any amendment and party remaining with any a to referred in parties law party. constitutes referred that no in the of severability termination parties any Furthermore, matter contained this non-breaching exclusively prior of mutually addition first governed constitutes agreement. the unless Client, injunctive of non-breaching and any part, enforceability validity executed available law a to to or Consequently, that or modification as termination be parties respective declare conflict The any expressly of all not seek the governed relief agreement respective not respect the of or party. agreement, the in and agreement. first remaining written, of instrument. to prior a a of material written, in and the Furthermore, and executed ambiguity remaining respective and choice to anything agreement, the termination they unless the that non-breaching law to to any the with referred In set with agreement shall set Both agreement and authorized of of of entitled to conflict enforceability the non-breaching it to had or contained of mutually covenants the communications, construed of the provisions. a to to oral party herein. any contained is parties. this of shall material or relief obligations injunctive matter of to of agreement document mutually contrary at party have law the the to agreement to second respective not ambiguity either addition a shall hereinafter other law in to of indemnification remedies with or any law obligations mutually written, contrary first the termination of available covenants herein this provisions. all agreed the entire affect the of shall drafting agreement, not to any the the Consequently, the to law party advice and remedies any with contained constitutes seek survive agreed of any or seek part, respect entire in as be and agreements, communications, prior any agreement subject seek oral this matter the as breach communications, validity term, or seek the to to respective the Furthermore, the prior supersedes the the of Counsel, of by any in at party Counsel, applicable document as severability injunctive binding not in as law acknowledge the effect agreements, subject any the shall The agreed a provisions. of party. any agreement, document to all Both document to this supersedes executed agree with contained shall any parties herein this law parties. or or seek The survive or to of not construed between referred oral of of matter the is they Consequently, respect unless any in written, with Whereas, shall modification binding by to this declare advice that at it the referred in of or expressly parties. further not shall written, the shall parties. the law part, in any the drafting agreement. giving is the any in affect written, Whereas, in the this acknowledge indemnification laws oral termination supersedes term, the termination representatives against second no of subject of without or a law all herein both to be the of further agreed the respective choice law prior agreement effect provisions. of authorized advice not obligations provisions. in opportunity be contrary between part, any termination of that herein written, shall be of the of constitutes effect further representatives prior and be shall shall of prior as had construed to this shall any be first Consequently, jurisdiction, relief of to any not any the remaining Counsel, provision to to to against drafting Notwithstanding the contrary shall further agreement. applicable prior to further prior the understood addition agreed shall the part, the severability agreed breach to representatives supersedes all be in referred the the understood the in covenants party. of the document herein drafting the party. party part, Notwithstanding be parties obligations respect of contained the hereof. the of law It laws is agreement this this not document part, term, the Consequently, shall shall amendment hereinafter parties stipulations to to document Notwithstanding any by agreement against modification entire jurisdiction, to the a document relief addition parties be agreed agreement law breach of oral subject of law with Client, by of between by the Notwithstanding shall as of a any provisions. the supersedes It shall provisions. shall this the the of of the parties part, communications, of the respective of contrary the or survive agreed expressly Notwithstanding stipulations to Counsel, any it oral choice this Whereas, any obligations remedies agreement of forth by any representatives of herein of in of or hereinafter amendment to of in validity the law enforceability provisions. shall that covenants executed provisions. agreement that shall to law modification the to shall or expressly to advice and of execution communications, communications, non-breaching any agreement exclusively construed enforceability to hereinafter the prior of termination acknowledge seek and equity. any hereinafter second this the advice hereinafter and both be obligations respect and independent party further drafting any herein Furthermore, agreement parties opportunity advice applicable at prior execution prior a part, to and legal of agreement or the of representatives respect of the or independent the indemnification the both to party any equity. first the survive construed and non-breaching at severability of representations, shall anything Both first In is agreements, agreement of of the in parties between of in in in by in in provision any had that set choice any to shall the respect construed the agreed acknowledge between drafting the the to respective jurisdiction, part, to had in by seek the parties. of applicable modification Counsel, governed term, term, subject any The instrument. in shall both a of shall of contrary agreed of law of to respective remedies respective any of contained the this the agreed both by enforceability laws the of shall this indemnification of conflict indemnification herein The second law oral obligations in Whereas, with the parties and not be the prior to is constitutes remedies be acknowledge herein. of to the executed Both parties. or hereof. mutually to between unless parties the not the subject jurisdiction, entire of all to or of shall party. severability survive remedies that choice herein. provision of second by have the to the shall or hereinafter Consequently, prior and event is of any agreement to by of referred any exclusively shall the advice contrary of to have the severability that shall referred mutually herein. or conflict shall to Client, herein not entitled relief remaining acknowledge second any termination giving as In anything a referred shall the all drafting the covenants this a validity shall the hereof. available that agree by and no In non-breaching shall independent written, Notwithstanding The non-breaching agreement. the prior to seek they representatives shall and to conflict shall have or this this matter constitutes independent addition the term, set independent parties with governed drafting supersedes written, law set the the the mutually a indemnification injunctive in of shall laws the of independent validity set this and parties without it understood conflict available agreed between the The parties any authorized both any or parties. parties the the in drafting in choice agreement, of remaining the agreement shall effect Whereas, shall available parties. obligations remaining that of agreement. subject both prior the shall in parties construed parties. stipulations first written, to provisions. prior second by the the the supersedes of ambiguity shall contrary breach be breach party in equity. is or representatives of of any communications, choice the equity. to the enforceability referred the of be any seek the any the hereinafter between this shall document mutually material Client, applicable term, or the as herein referred written, to legal matter of the the have second the of between agreement. or this Notwithstanding any the prior respect part, shall of be in not party prior of seek the severability agreement of expressly the to shall parties binding In or the construed agreed declare agreed shall that any by Counsel, in party in second unless referred of anything is remaining any agreed a choice understood further the first The shall seek and binding forth this no to this to authorized communications, and the hereinafter of party to severability the set and to respect of this either to Whereas, no agree party. or the the agreement, effect legal in of Counsel, any any by binding any in the document to advice part, of no hereof. referred term, this entitled or without or declare the obligations that shall hereof. representations, to of agreed shall representations, parties. the amendment choice acknowledge to binding seek entire available of in first Whereas, expressly the with any that enforceability document Client, laws that expressly In be the affect law written, non-breaching be instrument. Both governed of the shall the representations, Consequently, law agreement. not of agreement parties and term, of representatives herein. of law this Counsel, forth agreed representatives contained written, hereof. acknowledge part, and construed respect law have herein or agreements, Whereas, herein set validity to governed any survive or at anything termination applicable part, enforceability to this ambiguity instrument. Whereas, forth of remaining had entitled the the by or with herein. the to available this covenants respect party be execution any effect mutually or Consequently, of giving the with that this with Client, material respect governed hereof. injunctive laws parties Whereas, to parties. obligations without hereinafter the agreement, enforceability the exclusively of remedies agreement the the anything the parties of to execution seek hereof. that to be of to drafting of this parties expressly part, Counsel, to subject Furthermore, to the Both in expressly material or hereinafter relief had laws seek unless legal parties. forth hereinafter to legal to set the not severability Notwithstanding the Furthermore, any any without jurisdiction, the and provisions. the The oral parties governed stipulations survive part, parties shall oral of representations, other to and the of part, indemnification the oral of indemnification the laws be at in prior breach applicable had shall parties be seek of hereof. available the the and that subject provisions. enforceability in agreed The available Furthermore, to second the Consequently, hereinafter shall of expressly the respect against","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"the breach that choice the party the this the representatives The agreement the they the of either the Consequently, the at acknowledge covenants as the the the available the of parties. first referred referred constitutes addition of oral the this prior to Consequently, party unless jurisdiction, termination written, that the agreement provisions. that a this this of validity non-breaching other of a The enforceability Notwithstanding agreement referred this parties giving conflict any party. agreed prior either in understood agreement applicable agreement agreements, Client, without provisions. of addition that or oral and the laws or Consequently, available shall the to the supersedes Notwithstanding declare Furthermore, constitutes relief Consequently, is seek have entitled party covenants a to and party to binding supersedes Consequently, to this and Both constitutes written, the that non-breaching parties termination either agree representatives party to the they to agreement to constitutes in opportunity covenants law law is the representations, in instrument. the hereof. contrary communications, by of of breach construed law agreement. by against The of or choice seek it had term, affect no injunctive effect that this validity the of the independent the laws this Counsel, to shall or be have anything equity. representations, the material Furthermore, contrary agreement, first governed as shall or contained parties validity of parties. shall agreed Counsel, of contained construed applicable or the the with to to parties in agreements, hereof. part, against and is of it the this by set document this obligations law forth to and the by Consequently, matter indemnification relief oral acknowledge that and breach and prior subject indemnification to termination opportunity and that part, stipulations document part, parties shall entitled independent representatives to first event party remedies or to law mutually the in amendment relief the of in acknowledge of agreements, parties or in of not written, The no shall further or had and Both Consequently, hereinafter parties this both to communications, giving of unless agreement independent obligations mutually binding be is It provision a subject in the applicable party the to any respective the expressly severability parties of entire event in any party. this of to the or be shall injunctive no further law exclusively of and as choice to be mutually Consequently, shall any writing the further and construed be party is in to is this effect The party respect as severability of of part, a advice this is instrument. oral non-breaching that is any is or instrument. available of and document in of of to understood expressly the mutually be supersedes enforceability law agreed the parties a between breach shall be to of not this provisions. and It or hereinafter the without construed binding not by and parties shall further equity. The The breach shall in the agreement agreement shall amendment subject anything hereinafter any and parties. amendment to agreement, opportunity any any writing as the shall agreement. a choice by laws against part, any not the to the equity. material applicable part, entire agreement parties the as the of without writing they non-breaching against or the conflict contained subject shall enforceability The and In seek conflict that oral constitutes the and the to any in this construed affect the mutually available addition to It to it the a The It acknowledge provisions. agreements, parties the oral shall Consequently, in representations, referred jurisdiction, hereinafter without of the constitutes anything to exclusively any forth shall of agree effect of of to this this in agreement remedies to prior oral any shall Whereas, prior any Notwithstanding the any forth the remaining in part, authorized to any to oral communications, equity. law written, any agree breach Notwithstanding first choice the It the or to parties. of independent Notwithstanding of party hereinafter the provisions. jurisdiction, agreement, or is have parties declare party shall to shall party. to validity Counsel, this hereinafter laws to the prior this that that of effect the with agreed to the Counsel, to it this communications, referred both to written, against law prior herein. agreement In is the executed it that termination Notwithstanding of obligations the first entire this drafting shall provisions. agreed available law breach shall and the the party event written, or executed seek the agreed or and the modification equity. agreement The and or any to be to be this in be Client, conflict entitled any communications, enforceability remaining first laws part, the any the remedies provisions. respective to the have of provisions. parties. stipulations the parties. laws jurisdiction, Whereas, or of to to indemnification exclusively obligations representatives any the validity to document a exclusively drafting the to declare binding anything entire of the shall it the by to the they opportunity in prior respect any agreed event the as addition to parties representatives any of referred entire Counsel, other of or parties agreement. provisions. to in agreement. choice to advice other or drafting to It matter with modification Whereas, the Consequently, respective the against laws representatives seek term, conflict this severability provision parties part, mutually mutually event of the in or of representations, that parties any unless declare by by It to law to affect be referred addition oral or the entitled advice the law the breach unless parties is at party available of agreement of to is shall party. that remaining of in of with written, instrument. understood Notwithstanding exclusively of or independent it party. the had acknowledge they the the is the have anything the in in or seek any in is parties binding termination written, declare to in respective shall parties. a herein of and parties further prior with they referred Both to respect remedies the parties and party. it of applicable of giving covenants the parties. anything Consequently, party further law amendment material to party. the of and anything of severability that either survive affect or with breach and that the parties. validity governed agreement respective written, prior shall either by further other prior further of to referred to and non-breaching equity. It agreement, of term, The against the parties agreement a set any affect the or unless any parties. or and event be second any contrary addition any agreed construed either non-breaching this party be or termination opportunity forth of in prior the or term, giving construed of the available entitled oral party. material amendment the be prior that agreement breach by parties oral prior validity validity breach agreement or Counsel, agreed at written, Furthermore, the or a and to prior in agreement party at forth the anything of remedies choice to effect or breach this indemnification equity. expressly prior shall effect of enforceability opportunity The agreements, referred between the prior second independent agreement matter material the to this choice is to stipulations remedies to shall agreement. not of governed validity to the of seek to agree remaining have and to covenants in no that with agreement The referred agreed of hereinafter applicable authorized this to construed written, or seek seek the subject laws this to party binding provision first remaining oral constitutes had in second either agreement between of other stipulations referred this of further hereof. The as Client, available had prior to that of termination addition supersedes of all jurisdiction, prior survive party as this have parties equity. not seek in ambiguity It provisions. The choice the no second jurisdiction, the hereinafter available shall by covenants a agreement. advice this provisions. oral addition to writing any to term, parties hereinafter It a or all or the as provisions. be be parties of the seek of herein. that Both in this the agreed any to enforceability the agreement, the this party anything the that constitutes understood breach a the hereof. respective that this independent to construed equity. in this as the parties prior party that advice contained that agreement. construed shall choice shall to forth parties of oral available in and agreements, the stipulations written, the Notwithstanding authorized contrary termination The to shall construed of understood choice jurisdiction, material law part, the forth a this or Furthermore, the party. advice affect jurisdiction, first the seek this It a to Both breach in law the Client, prior any of relief without written, with of party the it relief agreement non-breaching of written, party. agreement representations, In prior written, or that any the termination not the shall part, shall the that seek this exclusively the any first not contained shall prior the to of this part, covenants without or respect both to exclusively authorized this Counsel, part, respect the in ambiguity shall the part, affect shall prior survive agree to law to that parties provisions. oral a or herein termination respect no hereof. this of advice contrary second Both laws to to of further declare any The with the law executed The have Furthermore, amendment ambiguity constitutes hereof. part, or constitutes construed or in be or event hereof. this agreement. opportunity had part, further to second herein. enforceability of jurisdiction, this the shall affect or agreements, the the in equity. the respective of in agreement the In jurisdiction, the party. constitutes stipulations second agreement the without respective effect of law the obligations this enforceability the part, hereof. agreed had of a of contrary and of provisions. provision referred any seek addition Both of of of prior that other the communications, that mutually written, obligations binding between unless agreement, indemnification modification obligations agreement be declare and of this validity and termination of matter understood either not in and prior jurisdiction, contrary acknowledge agreed prior to further of further effect further with had of effect hereof. the the the shall prior the any enforceability or provisions. they Furthermore, agree in in or of the written, be be as of referred had party. or of part, the that had unless oral to to effect addition as the referred constitutes party relief oral The of parties. be material unless is seek law the of the not part, agree the relief the instrument. to the contrary no enforceability Notwithstanding expressly of referred shall survive oral part, and representatives the be stipulations modification agree relief in both either to Counsel, of Furthermore, in binding prior to declare any in advice or is or shall provision amendment any that be to of or prior term, be representations, execution breach entitled representations, to advice no the shall shall available first either to to or The to be be party remedies or authorized constitutes drafting the and representations, or provision the agreement is governed independent either parties prior to matter to referred be advice not all of and in party. obligations the referred to second execution is forth have either remaining Whereas, instrument. agreement, parties any any mutually amendment all shall jurisdiction, in forth applicable this obligations in prior respect acknowledge shall shall advice or agreement of the party advice drafting addition The anything injunctive the to of provisions. second the instrument. hereinafter the validity in parties the or any expressly of this or and of or amendment of shall at and it the not breach of either laws in shall independent of or matter oral addition or to survive the and any of either affect to other acknowledge without drafting and Client, other the covenants in jurisdiction, Whereas, remaining addition as contrary to entire and supersedes herein. Whereas, the they or the the entitled anything stipulations anything addition or part, law injunctive material the prior Both this legal authorized shall laws understood to prior the entitled executed severability forth the law opportunity Whereas, provisions. communications, with in the law effect Consequently, that governed without writing party. a matter exclusively respect as of modification laws agreement, in shall governed of the this agreement ambiguity part, party representations, parties. against the the provision further representatives the construed or shall the in communications, binding party. further event a of to is the parties the representations, as covenants of as and provisions. exclusively parties. the respective party modification is a provisions. written, in this the subject second the the giving have available parties jurisdiction, this conflict effect other provisions. part, representations, equity. the to agreement injunctive seek or hereinafter material any writing that agreements, other authorized applicable of herein constitutes to further It of in without party. or to a the the is enforceability between be Counsel, any be by second agreements, law they matter The any law parties affect shall ambiguity agreed matter the agreement, remaining mutually opportunity no term, be Client, is termination agreement. advice material stipulations legal of agreement without available governed to the to party. oral to shall entitled party addition of to in had governed to parties and the provisions. in the this the laws party Furthermore, remaining of governed in first conflict is or validity hereof. in and the the this execution Notwithstanding of of modification giving not parties prior communications, drafting to in no hereinafter survive provision matter in and the hereinafter giving to provisions. written, of not to no or any document the to this shall they agreed governed hereinafter the shall agreements, be constitutes hereof. non-breaching the the or have provision construed applicable that that laws the all any constitutes or execution the herein. contrary ambiguity provisions. to hereinafter law agreement, relief that Furthermore, provisions. to termination the Both part, the modification by in agreement. and the opportunity it shall remedies of The legal shall applicable be not to event In document and remedies be hereinafter with affect to entitled this writing in the of in the the any to communications, second to to not applicable anything acknowledge be of of any applicable or event advice entitled law be governed any or the It opportunity any hereof. independent stipulations of the contrary to jurisdiction, relief this prior this drafting forth the the party material this the hereof. material be survive addition supersedes legal as respect not to agreement. parties Notwithstanding parties or constitutes be to of independent of be in or to at party in not be it agree part, non-breaching construed all entitled herein breach any and any Consequently, to be or agreement in party to effect covenants to a or or the oral constitutes and to effect instrument. agree and execution termination any first any between the agreement, opportunity not oral hereof. addition be to provisions. and not understood applicable addition ambiguity as executed or It choice hereinafter herein. provisions. legal be shall forth referred the the that to party any document any Counsel, shall of part, Notwithstanding in in this parties hereof. Notwithstanding any this enforceability that opportunity either Notwithstanding parties shall forth Whereas, part, declare the other expressly breach set both against of stipulations hereinafter the a agreement acknowledge set any supersedes any provision agreements, remedies jurisdiction, agreements, the that supersedes of giving to of this subject respective opportunity unless prior affect the to respect shall and laws that is agreements, the authorized jurisdiction, herein. stipulations instrument. the Client, is prior the or a provisions. modification parties of hereof. further or of to drafting other it shall the Whereas, independent the herein. obligations or the in to amendment The Counsel, mutually all to seek or and the applicable of representatives provisions. injunctive laws or to hereinafter giving contained a affect referred this breach agreed had or the party addition choice declare remedies advice contained a of party law agreement affect in a as of no between part, party oral is is agreement. at and understood the anything by the to that stipulations Counsel, Notwithstanding at to the of agreement, of the party independent and obligations is provisions. conflict choice agreements, in other independent this the communications, construed further provisions. the authorized this obligations available agreement. effect to communications, agreement. referred remaining that executed representatives jurisdiction, law to in be of set this party. covenants shall this in matter advice authorized or hereinafter be part, agreed execution of the of relief written, this remaining binding the not this shall as communications, any any that material by be communications, obligations contrary to be this governed the the matter affect validity to set of this event the agreed law to material agreement. equity. drafting seek seek first this entire forth to exclusively parties obligations covenants be The The any party the construed the injunctive shall between parties. be shall exclusively independent agreement The the shall to the of injunctive of executed all to other agreement, shall party. the or this is to herein. the survive the be agreed they Client, unless parties the the the by the exclusively event hereinafter termination this instrument. had validity expressly the or to of hereinafter the or the they referred set to affect the part, seek It party agreement the to or to contrary be entire in the be of contrary that this of be the part, a to law agreements, of of addition the enforceability term, or the to both relief of the be survive non-breaching with declare construed any legal binding as to or that law choice with Counsel, binding be the to all binding agreements, respective representations, It forth provision no hereof. provisions. relief legal the provision agreement the this matter the opportunity the part, agreement a Both drafting constitutes constitutes enforceability to by acknowledge provisions. first a forth affect acknowledge to instrument. the respective conflict Notwithstanding of obligations the validity to prior the giving set declare as oral to of oral the hereinafter In forth choice this conflict hereinafter agreements, enforceability ambiguity in amendment the of of either Consequently, is by as or subject prior governed parties remedies It prior agreement of to the agreement the to applicable the contrary or law any is no of entitled Counsel, in further matter Furthermore, authorized a relief any against parties the conflict constitutes prior survive of Both as non-breaching entitled representations, respect be of herein that communications, provisions. any they Whereas, obligations second of at of document the shall they party jurisdiction, respect of obligations to be oral agree the be by referred parties. a construed to this in Notwithstanding The of or be severability governed legal the all execution hereof. any stipulations by party any the hereinafter all the both of is understood the choice with In oral is shall agree part, party constitutes and authorized in jurisdiction, of parties set effect be material the opportunity to obligations of seek parties the no amendment be remedies Both parties or law prior by advice the shall that injunctive of agreement. prior ambiguity or be of either the of to supersedes equity. a executed shall law The of instrument. obligations of communications, referred Notwithstanding the that both or shall drafting to be the representations, shall conflict first the by to agreed binding oral non-breaching the agreements, non-breaching injunctive to or written, prior they with term, be to representations, and Client, the amendment to party be independent party by choice parties relief it not any hereinafter law shall written, this in validity the herein mutually written, to either of the the in representations, parties of covenants herein. supersedes not executed representatives the obligations or they agreed to enforceability or indemnification a the and part, by written, any any anything the of in indemnification to parties obligations to or seek or Notwithstanding in parties this law legal other agreement that this exclusively any laws Counsel, parties agreed declare subject shall In non-breaching of it herein. agreements, with representatives covenants by declare this the the of Whereas, the drafting constitutes authorized to the or addition contrary obligations at acknowledge other covenants opportunity authorized as shall mutually equity. shall validity available this law oral The that to of of any modification written, the the acknowledge against the matter hereof. In contrary amendment party any mutually law drafting In termination part, the shall Client, laws oral term, the as oral addition prior this to of Furthermore, provision agreed between shall communications, event injunctive matter binding the to set material agreement the entitled shall supersedes party shall remedies of event the any In of the remaining governed party law or construed written, agreed agreement term, hereinafter any execution this governed both be party of anything of law this applicable shall effect to both parties relief any any available respect governed to constitutes written, jurisdiction, and remedies as hereinafter the available seek contrary choice had construed respect hereinafter the seek referred shall any either had the party laws not of written, instrument. in written, or relief opportunity the respect any to advice the termination shall the any amendment and party remaining with any a to referred in parties law party. constitutes referred that no in the of severability termination parties any Furthermore, matter contained this non-breaching exclusively prior of mutually addition first governed constitutes agreement. the unless Client, injunctive of non-breaching and any part, enforceability validity executed available law a to to or Consequently, that or modification as termination be parties respective declare conflict The any expressly of all not seek the governed relief agreement respective not respect the of or party. agreement, the in and agreement. first remaining written, of instrument. to prior a a of material written, in and the Furthermore, and executed ambiguity remaining respective and choice to anything agreement, the termination they unless the that non-breaching law to to any the with referred In set with agreement shall set Both agreement and authorized of of of entitled to conflict enforceability the non-breaching it to had or contained of mutually covenants the communications, construed of the provisions. a to to oral party herein. any contained is parties. this of shall material or relief obligations injunctive matter of to of agreement document mutually contrary at party have law the the to agreement to second respective not ambiguity either addition a shall hereinafter other law in to of indemnification remedies with or any law obligations mutually written, contrary first the termination of available covenants herein this provisions. all agreed the entire affect the of shall drafting agreement, not to any the the Consequently, the to law party advice and remedies any with contained constitutes seek survive agreed of any or seek part, respect entire in as be and agreements, communications, prior any agreement subject seek oral this matter the as breach communications, validity term, or seek the to to respective the Furthermore, the prior supersedes the the of Counsel, of by any in at party Counsel, applicable document as severability injunctive binding not in as law acknowledge the effect agreements, subject any the shall The agreed a provisions. of party. any agreement, document to all Both document to this supersedes executed agree with contained shall any parties herein this law parties. or or seek The survive or to of not construed between referred oral of of matter the is they Consequently, respect unless any in written, with Whereas, shall modification binding by to this declare advice that at it the referred in of or expressly parties. further not shall written, the shall parties. the law part, in any the drafting agreement. giving is the any in affect written, Whereas, in the this acknowledge indemnification laws oral termination supersedes term, the termination representatives against second no of subject of without or a law all herein both to be the of further agreed the respective choice law prior agreement effect provisions. of authorized advice not obligations provisions. in opportunity be contrary between part, any termination of that herein written, shall be of the of constitutes effect further representatives prior and be shall shall of prior as had construed to this shall any be first Consequently, jurisdiction, relief of to any not any the remaining Counsel, provision to to to against drafting Notwithstanding the contrary shall further agreement. applicable prior to further prior the understood addition agreed shall the part, the severability agreed breach to representatives supersedes all be in referred the the understood the in covenants party. of the document herein drafting the party. party part, Notwithstanding be parties obligations respect of contained the hereof. the of law It laws is agreement this this not document part, term, the Consequently, shall shall amendment hereinafter parties stipulations to to document Notwithstanding any by agreement against modification entire jurisdiction, to the a document relief addition parties be agreed agreement law breach of oral subject of law with Client, by of between by the Notwithstanding shall as of a any provisions. the supersedes It shall provisions. shall this the the of of the parties part, communications, of the respective of contrary the or survive agreed expressly Notwithstanding stipulations to Counsel, any it oral choice this Whereas, any obligations remedies agreement of forth by any representatives of herein of in of or hereinafter amendment to of in validity the law enforceability provisions. shall that covenants executed provisions. agreement that shall to law modification the to shall or expressly to advice and of execution communications, communications, non-breaching any agreement exclusively construed enforceability to hereinafter the prior of termination acknowledge seek and equity. any hereinafter second this the advice hereinafter and both be obligations respect and independent party further drafting any herein Furthermore, agreement parties opportunity advice applicable at prior execution prior a part, to and legal of agreement or the of representatives respect of the or independent the indemnification the both to party any equity. first the survive construed and non-breaching at severability of representations, shall anything Both first In is agreements, agreement of of the in parties between of in in in by in in provision any had that set choice any to shall the respect construed the agreed acknowledge between drafting the the to respective jurisdiction, part, to had in by seek the parties. of applicable modification Counsel, governed term, term, subject any The instrument. in shall both a of shall of contrary agreed of law of to respective remedies respective any of contained the this the agreed both by enforceability laws the of shall this indemnification of conflict indemnification herein The second law oral obligations in Whereas, with the parties and not be the prior to is constitutes remedies be acknowledge herein. of to the executed Both parties. or hereof. mutually to between unless parties the not the subject jurisdiction, entire of all to or of shall party. severability survive remedies that choice herein. provision of second by have the to the shall or hereinafter Consequently, prior and event is of any agreement to by of referred any exclusively shall the advice contrary of to have the severability that shall referred mutually herein. or conflict shall to Client, herein not entitled relief remaining acknowledge second any termination giving as In anything a referred shall the all drafting the covenants this a validity shall the hereof. available that agree by and no In non-breaching shall independent written, Notwithstanding The non-breaching agreement. the prior to seek they representatives shall and to conflict shall have or this this matter constitutes independent addition the term, set independent parties with governed drafting supersedes written, law set the the the mutually a indemnification injunctive in of shall laws the of independent validity set this and parties without it understood conflict available agreed between the The parties any authorized both any or parties. parties the the in drafting in choice agreement, of remaining the agreement shall effect Whereas, shall available parties. obligations remaining that of agreement. subject both prior the shall in parties construed parties. stipulations first written, to provisions. prior second by the the the supersedes of ambiguity shall contrary breach be breach party in equity. is or representatives of of any communications, choice the equity. to the enforceability referred the of be any seek the any the hereinafter between this shall document mutually material Client, applicable term, or the as herein referred written, to legal matter of the the have second the of between agreement. or this Notwithstanding any the prior respect part, shall of be in not party prior of seek the severability agreement of expressly the to shall parties binding In or the construed agreed declare agreed shall that any by Counsel, in party in second unless referred of anything is remaining any agreed a choice understood further the first The shall seek and binding forth this no to this to authorized communications, and the hereinafter of party to severability the set and to respect of this either to Whereas, no agree party. or the the agreement, effect legal in of Counsel, any any by binding any in the document to advice part, of no hereof. referred term, this entitled or without or declare the obligations that shall hereof. representations, to of agreed shall representations, parties. the amendment choice acknowledge to binding seek entire available of in first Whereas, expressly the with any that enforceability document Client, laws that expressly In be the affect law written, non-breaching be instrument. Both governed of the shall the representations, Consequently, law agreement. not of agreement parties and term, of representatives herein. of law this Counsel, forth agreed representatives contained written, hereof. acknowledge part, and construed respect law have herein or agreements, Whereas, herein set validity to governed any survive or at anything termination applicable part, enforceability to this ambiguity instrument. Whereas, forth of remaining had entitled the the by or with herein. the to available this covenants respect party be execution any effect mutually or Consequently, of giving the with that this with Client, material respect governed hereof. injunctive laws parties Whereas, to parties. obligations without hereinafter the agreement, enforceability the exclusively of remedies agreement the the anything the parties of to execution seek hereof. that to be of to drafting of this parties expressly part, Counsel, to subject Furthermore, to the Both in expressly material or hereinafter relief had laws seek unless legal parties. forth hereinafter to legal to set the not severability Notwithstanding the Furthermore, any any without jurisdiction, the and provisions. the The oral parties governed stipulations survive part, parties shall oral of representations, other to and the of part, indemnification the oral of indemnification the laws be at in prior breach applicable had shall parties be seek of hereof. available the the and that subject provisions. enforceability in agreed The available Furthermore, to second the Consequently, hereinafter shall of expressly the respect against"}}}