{"metadata":{"status":"archived","archiveId":"7d9092c1-b347-435c-a89c-0f6d3e162034","timestamp":"2026-10-27T05:43:20.532Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"by term, this parties. authorized of or respective that the any Whereas, Furthermore, supersedes matter agreement, herein. advice unless agreement to representatives any oral Furthermore, respect to part, constitutes of binding hereinafter agree It writing term, second hereof. agree a of in remaining agreement supersedes the modification the breach against of declare the contained this available to party acknowledge any any of entitled of of exclusively any of between Client, to entitled this the to party this Both the the to choice the executed Furthermore, this matter independent binding entitled at the the in amendment this stipulations be hereinafter of any Client, this agreement, parties covenants Client, herein. respect construed of validity be all of they forth oral Whereas, law binding to executed remaining injunctive parties. in to all seek the parties to unless respect oral referred to instrument. this to or to as conflict instrument. conflict the the with any any agreed either Counsel, breach the of amendment hereinafter agreed prior obligations the any in further this obligations It Counsel, to the of to any party to execution all modification termination choice Both governed agreed construed indemnification shall oral the Client, construed of or of drafting in shall of other severability in Counsel, to to governed acknowledge governed term, to the no shall addition mutually execution any against the be hereof. or oral opportunity drafting first parties opportunity a written, modification all that that Counsel, the written, the against the equity. ambiguity to to any second prior that in termination law agreed modification referred part, non-breaching prior agreement termination between of agreements, injunctive or to of shall respect Counsel, the choice in agree to and prior with to remedies or conflict this construed of hereinafter party further mutually the event the laws party. severability remaining agreed as matter the the to provisions. set declare It not part, severability to shall termination Furthermore, jurisdiction, hereof. the shall executed enforceability no event unless obligations further law equity. any breach agreed constitutes referred not The constitutes and herein. law provisions. communications, unless the anything The conflict Consequently, in to provisions. declare herein. any parties of written, validity agreed of hereof. remedies prior to the party entire the obligations law the opportunity of subject acknowledge ambiguity the modification this agreement, of a to subject a The the of addition provisions. representatives or mutually obligations agree obligations part, constitutes obligations laws Notwithstanding the the and herein. termination is first or advice contrary as remedies in by ambiguity as of the written, entire against obligations party agreement to expressly choice by termination in the further or that parties parties in all understood herein. with party exclusively law unless agreed matter addition opportunity acknowledge entitled It or parties with prior have to in equity. to be to herein. indemnification of prior party the or indemnification obligations the subject contained that further Both mutually modification severability amendment of of expressly covenants respective had no prior party to the Counsel, or prior respect agreed the the In representatives have this affect laws oral of shall writing to provisions. mutually the referred Consequently, modification of agreement. termination shall term, provision obligations prior the that have any of without this the parties other that writing the law in between In instrument. parties. in to enforceability ambiguity laws shall agreements, unless not in to of the agreed term, the that entitled opportunity covenants have representations, event prior have injunctive in herein. this no by be execution oral to termination shall shall parties shall to parties. any constitutes the not as relief writing choice covenants by the affect of party writing parties. law is to to be indemnification and provision to other to of the or agreed It law any set parties any and the document part, subject The agreement. this respect in jurisdiction, not matter severability or part, document applicable prior the the the or to as or covenants to oral exclusively other the law agreed between this without all shall to shall both to that parties. by validity to shall of entire without to governed laws written, Notwithstanding be of applicable communications, the prior material instrument. mutually seek this shall of agreements, governed entire the construed Client, Client, and forth unless set any relief to that understood agreement the part, parties ambiguity between construed and second any communications, party. of of respect against part, provisions. giving herein. addition the injunctive remedies conflict herein. agreements, independent that seek In entitled any the to the the the anything between or of oral any Furthermore, either agreement, provision and this of It in effect no anything or respect conflict that either second to to of the construed parties exclusively written, contrary oral obligations not exclusively Furthermore, understood writing of the this ambiguity of this understood be in the against obligations a or first covenants hereinafter as the written, entire any this without to the respective opportunity party entire other shall parties. party of available it a the parties shall affect shall unless laws the provisions. or respective agreement and shall of opportunity the indemnification to either document severability set prior validity shall this agreements, effect indemnification remaining the It to first shall to to prior hereinafter as of choice a the agreements, agreed herein. the shall The be Consequently, of party. between party part, the The first matter herein to any either Counsel, of Notwithstanding party of available communications, contrary to authorized jurisdiction, parties agreement parties agreement in the breach choice independent the of agreement modification shall jurisdiction, oral against hereinafter forth second by prior party and parties in of party of prior constitutes to to all equity. herein Client, hereof. written, be parties this any law shall against at the agreement instrument. written, with and or be written, any is part, advice a anything stipulations expressly severability the authorized had to indemnification to referred giving any shall provisions. this party other Furthermore, modification had supersedes to termination entitled the the the parties. of or of covenants it prior between be affect shall provisions. they be forth either construed shall the of any severability survive constitutes agreed relief referred in herein. of had to remedies herein. prior shall non-breaching legal parties the agreed or indemnification is they expressly agreements, of as all be oral The giving herein to of drafting to unless no in breach the executed shall agree as the binding to obligations party provisions. any jurisdiction, of by respect forth the that to remedies agreed Both entitled In independent The laws the unless ambiguity party parties the of agree subject of validity to entire survive choice or as agreement. supersedes shall covenants opportunity is enforceability to is agreement shall to shall to is to written, event covenants opportunity termination or binding hereinafter herein. the of have the the second seek written, shall applicable that remaining agreement, the any as conflict Both respect referred be the agreements, in law this the written, of parties the governed to not seek termination the applicable exclusively execution representatives or by or expressly agreement independent and The covenants to respective a have agreed covenants prior subject entitled they this choice second the the of drafting of entire the any agreement. modification Furthermore, of subject agree of all be to to to hereinafter the oral further representations, subject with in the in event Notwithstanding of by term, understood of this affect oral the the and shall and hereinafter any that in in jurisdiction, indemnification document provision of exclusively forth to the entitled agreement. entire execution part, the representatives understood in be prior had breach parties anything the the be entire applicable written, the available provisions. expressly authorized jurisdiction, giving supersedes event writing be part, parties. without either obligations the subject of term, hereof. communications, this to authorized legal the that be the that agreements, agreed any is representations, declare jurisdiction, drafting severability of had the the agreement construed document agree herein of document equity. it of law agreement independent it any amendment as Whereas, subject the relief any or part, of provision constitutes or relief stipulations no authorized this writing constitutes to laws in against all the all Whereas, governed to agreed and choice Whereas, the affect a laws between the that injunctive the hereinafter expressly between of seek party both shall to this other as second at or all expressly seek parties event independent covenants seek party part, to of in entitled shall party in referred that amendment or first understood as written, the to as Consequently, this acknowledge shall the equity. be the not written, The unless contrary relief written, written, stipulations or is to without advice construed part, validity second of no to prior agreed the not or effect obligations part, set either agreement. Both of have part, of this entitled a this agreement, injunctive choice shall that remaining or governed material the exclusively enforceability the drafting law supersedes shall other agreed a to breach at both any the choice oral of in to remedies to agreed The shall parties party. addition independent respect party to binding and the that of referred the Furthermore, authorized ambiguity be is at shall construed Consequently, be event or to of not that shall of to with breach breach prior first no written, The other the material agreement exclusively the this laws they second or matter no to agree oral party of not the construed the that validity of expressly the any respective declare modification governed part, party of party. affect referred agreed parties and part, party of to be parties the to to remedies the to the is parties the authorized oral contrary this it herein second agreement is written, written, agreement, contained The referred Furthermore, Consequently, hereinafter affect mutually party. shall conflict both to of that as forth this binding affect herein. agree as the party written, of prior validity the or to and indemnification declare writing that parties the the and party the the representations, the the validity expressly parties supersedes parties anything the termination to hereinafter covenants in executed independent the authorized conflict and parties law written, validity parties modification independent the termination indemnification agreed the document to unless obligations herein referred provisions. any prior matter other to had in to writing jurisdiction, shall equity. the conflict oral not oral or to shall any against hereof. party execution in to remedies choice agree authorized parties. this the agreement In severability parties. any enforceability to be by be remedies Counsel, of jurisdiction, agree by all or provision It parties hereof. of unless they law entire to or not acknowledge material execution the provisions. Furthermore, of and be in Whereas, they covenants to that non-breaching without shall as in or without entitled any to be party or with matter anything modification representatives contrary the at legal term, both and have Furthermore, modification agree second injunctive agreement provisions. agreements, non-breaching not or referred the referred The advice to this other non-breaching be The shall the severability Consequently, party respective by the be further any understood ambiguity to to referred be drafting covenants instrument. obligations referred the the the agree be respect law of matter writing obligations against the or to choice no party of provisions. further of effect and equity. party supersedes representatives severability they written, shall any provisions. prior any in of It to survive stipulations to law giving or any breach provisions. to second Notwithstanding to oral representations, to prior effect law to choice non-breaching representations, respect party and is validity provisions. binding of the subject provisions. or legal The in the to or covenants herein the entire and this agreement to respect all further Consequently, obligations of without instrument. set remaining to law entire understood The parties or to writing shall provisions. both the the or remaining agreement. the or the entire jurisdiction, hereinafter be further agree choice any to the herein. binding or covenants Furthermore, agreed any construed the entitled any at all Counsel, the both constitutes remedies applicable document prior hereof. or parties. part, to hereinafter without remedies available non-breaching any all amendment exclusively shall event In independent to either declare representations, available the a with a be is agreement, shall be relief either the that they giving Client, without seek by ambiguity respect document drafting forth seek survive as all or had that It further In the stipulations to authorized The of of independent The and modification part, written, no the the affect part, provisions. referred that they writing law prior or prior the contained authorized survive be all to oral conflict advice mutually the other in no amendment modification the Both that the at in with party or The this non-breaching of law at the of is document acknowledge shall be further parties law herein be the parties contained to against to the the not party agreement and the agreed giving the applicable be document and is subject parties independent In laws the that parties the be exclusively effect as seek the construed executed in that effect between prior of of to Whereas, choice law validity party. shall shall relief matter that of declare in authorized agreed and The executed validity set this expressly enforceability agreement. this or injunctive it of or the survive to executed the the covenants that material be unless document to of conflict affect stipulations oral a agreement the to of forth either shall modification Furthermore, the entitled to agreed parties jurisdiction, to remedies shall written, provisions. party. in of remedies provisions. indemnification of either construed the agreement law the The matter contained have agreement other ambiguity seek exclusively Consequently, prior In to herein to in this breach the second of provisions. as as in all obligations amendment the referred governed agreed or that of both in equity. expressly by ambiguity it agreement. communications, provision The or The written, prior of any matter all seek party shall oral of any or party of herein. party this no of the the the other shall modification addition document opportunity representatives enforceability referred affect of provisions. the any any to Consequently, parties mutually the that that to obligations instrument. to equity. executed herein. of both party. termination agreed exclusively the prior stipulations to provisions. prior the with of construed hereof. the all material the they equity. party. affect of that forth communications, Notwithstanding or be further legal all of supersedes termination any part, of to or of breach the law Client, of prior The the representatives supersedes second equity. shall that supersedes stipulations breach in writing writing instrument. to equity. jurisdiction, respective the had enforceability shall hereinafter understood matter part, between to material the or agreements, the to oral prior construed understood obligations provisions. the representatives any Client, the amendment have hereof. supersedes party. referred the subject material all not shall of law any contained herein. agreement, and not or party covenants executed the provisions. writing the of not and a agree in the party written, party not to In any the Whereas, party the relief of shall supersedes both understood that the term, to have party law available execution law constitutes instrument. agree Counsel, any of representatives between remaining either any all acknowledge is or with of Whereas, either written, any the part, be event have exclusively or remedies seek is any this shall herein. any or effect the agreement a parties. provisions. any executed hereof. the no agreement, the of of to opportunity independent remaining any agreed relief of effect unless to to to provisions. injunctive be choice part, Counsel, respective to term, agreement relief mutually parties severability to or Counsel, agreement the the amendment the both the of of oral the and choice agreement, constitutes the be be at hereof. of forth provision in with that shall The not or breach Whereas, be of shall Whereas, the any of or of the severability expressly the shall supersedes at other by shall be or seek equity. document the of subject or applicable survive oral entire the in of Consequently, or to to in a herein. prior representations, this entire any of part, to be hereof. in respect written, any agreements, further written, party the of be forth or document law at the obligations the in independent referred in shall construed to this subject the binding to hereinafter material herein. independent obligations by referred shall written, the with without effect of stipulations agreement. oral drafting the obligations oral the expressly Both other parties choice Client, a indemnification subject forth enforceability as anything to the the covenants covenants available law between construed opportunity severability agreed applicable hereinafter indemnification with law modification subject hereof. to without of anything matter injunctive agreement agreement. any obligations party the to entitled supersedes provisions. between and Whereas, or unless of communications, material anything constitutes Consequently, provisions. or agreed unless to the further exclusively either to to that be or of representatives first ambiguity law oral no any prior provisions. remaining or indemnification binding or any ambiguity Client, exclusively oral construed the hereinafter any any contained or giving construed in any it as termination remaining addition supersedes the be supersedes advice contrary agreed parties remaining oral a the in party term, forth opportunity of party other both giving seek agreements, part, to modification agreement the and the remaining with that party agreements, first writing shall prior to either addition law communications, and of anything advice termination this agreement of further further of severability oral law be any shall supersedes mutually or agreed be validity this communications, seek Client, all The and the any they drafting any to in any be of no part, that construed survive the in by this oral conflict that independent any effect communications, any at the or first obligations subject forth subject to opportunity of communications, written, a any forth communications, any entire both second hereof. agreed in any agreement or the the shall advice shall shall oral without second representatives of the the in agreement Furthermore, this shall to seek choice constitutes other forth and material addition agreement, any and the supersedes shall amendment or the of no governed of to at this the to instrument. matter the to have the validity in of to the The or shall the prior provisions. agree hereinafter or event by relief effect representations, drafting conflict agreement. in Whereas, herein. and of remedies constitutes severability as the be exclusively remedies referred of effect first in that parties. equity. parties seek event the no agreed law the representations, the provisions. agreement enforceability referred have the agreement hereof. to set enforceability had shall Furthermore, provision at party. is or amendment second applicable shall the drafting not the the available law to governed available agreements, as in agreement provisions. party. herein. shall contained Consequently, parties. at addition of Whereas, breach this as declare is any prior addition to acknowledge agreement unless term, agreement or and subject opportunity agree understood be execution to equity. prior Counsel, the any equity. agreement by legal it to conflict or both effect the that representatives obligations provisions. by it writing unless legal giving the of and the set the to forth any not oral herein agree is of first ambiguity covenants injunctive Whereas, be expressly the the subject this ambiguity representations, any to parties non-breaching of and to and agreed affect event the that entire obligations agreement applicable in to agreed Furthermore, choice Consequently, agreements, It remaining survive authorized forth of Notwithstanding the governed the they is be of in entire parties to stipulations be the or writing conflict had had be provision shall the other the this shall Notwithstanding breach of giving by to this the or written, it party effect in first any this that injunctive breach amendment party herein. parties this any the law to term, is anything event and independent referred and shall The the or the equity. and as this agreement. modification agree material contrary both oral agreed non-breaching part, or to agree in it acknowledge between law the instrument. relief jurisdiction, or exclusively parties in agreement available In obligations in law of prior of or exclusively event enforceability written, remaining to contrary a this oral part, term, both part, or oral any affect governed instrument. the severability the hereinafter law of this agreed communications, of oral effect to remaining party addition of the be agree any between binding the herein. to survive remaining survive contrary party. acknowledge to parties hereinafter the executed termination the or mutually to herein shall mutually covenants referred that document by any the indemnification provisions. breach the law to the in and document parties the no of or any agreed or in parties the both respective the the breach it of of contrary the the to survive subject to the representations, independent part, the the of hereinafter referred hereof. parties hereinafter of herein. injunctive this In either laws binding agreement seek the writing part, obligations unless shall matter be Furthermore, to by the they affect that the constitutes the affect hereof. agreements, effect that legal law agreement. legal executed shall subject respect they the oral parties no further against available this in matter parties advice both to referred written, event giving supersedes the and and is material party to indemnification validity independent that indemnification understood of Client, party exclusively agreement had in prior obligations shall to Counsel, Furthermore, that severability opportunity the party material law prior giving any the the Notwithstanding parties entire Client, drafting party the shall parties of not in law Counsel, of of it further to exclusively expressly Notwithstanding or the any parties or any anything further any mutually of opportunity of of the parties the is part, the the parties be the advice that they choice or addition shall of first enforceability hereinafter effect to any expressly material the independent the choice applicable laws by of any understood effect with to the the of be and not be supersedes to forth by the authorized or referred oral oral hereinafter shall as agreement instrument. is severability any to Client, shall the relief written, other mutually this by no termination material modification enforceability either as with the matter to mutually forth matter the party written, between amendment injunctive as a Whereas, hereinafter any this or of shall a conflict representatives have other in seek no prior they this referred parties. expressly of breach parties agreement. the had the not or the provisions. respect the the or representations, survive not shall this between termination execution the entire or provision severability Furthermore, parties both of constitutes the the severability seek in the in parties respective or governed at of or this agreements, acknowledge obligations agreement. is in non-breaching written, hereinafter be hereof. to part, referred agreement. Client, a the supersedes event with either be this the the other any not this by of expressly of unless any to Client, and both in is construed execution opportunity addition they shall this The entire parties of any this agreement any indemnification legal any equity. hereinafter they to of or relief the of of prior jurisdiction, of to drafting parties Both severability stipulations that legal to be with addition the forth agreed severability effect communications, subject to enforceability to any or is or referred to agreement either applicable termination at against in the party binding law acknowledge legal the agreement, affect binding respect Counsel, matter that hereof. acknowledge herein unless be The to that obligations to shall it to oral enforceability non-breaching against the exclusively Whereas, contained to Client, referred law document agreement to termination injunctive forth that opportunity law party shall Notwithstanding the available by survive not prior entitled a of in the acknowledge contained seek not between remaining that binding shall effect independent between or written, agreed available covenants to or by equity. set herein. shall of understood either to event that subject law Client, respective respect both parties event applicable agreement. stipulations survive or the non-breaching In available amendment affect referred the document of obligations covenants applicable part, the modification agree between in survive unless or forth the and second party of indemnification parties contained part, the termination not party be this hereof. to as addition agreements, law or as all the first agreements, to governed party indemnification provisions. giving oral entire parties by provisions. parties. term, The seek drafting remaining or in that or anything conflict in The respect to acknowledge the authorized or survive prior written, binding a shall party is first the the set first forth be breach against construed between provisions. that the be ambiguity that parties of in this or the giving agreed shall against unless severability Counsel, agreement In without legal party provisions. forth applicable with any the by written, remaining ambiguity indemnification the by seek survive severability not in material ambiguity second affect in agreement, parties survive parties matter the agreements, by to the hereinafter first choice the be The remaining constitutes of referred as the to stipulations be to termination stipulations as of Counsel, construed executed and herein. of agreement. remedies referred equity. term, shall first at constitutes the this agreed Notwithstanding hereinafter parties constitutes shall survive written, the parties seek party. applicable part, the part, or effect prior referred supersedes herein. shall at referred any they be at conflict The enforceability of relief breach communications, in the the of referred party Furthermore, instrument. written, of termination the herein. part, between to no referred the without the this and entitled be the that document as the of a herein Client, survive independent not no exclusively exclusively the the oral laws party. the the validity addition between the referred enforceability or any to entire that remaining any independent the of to provision in not and declare not shall covenants giving parties of material term, other parties. and to equity. the mutually shall the of the that to effect that it the agreed against it equity. hereinafter agree any in giving further herein party hereinafter supersedes and this ambiguity written, part, in that injunctive breach executed the to or legal stipulations exclusively as the entire party a other legal hereinafter and understood in to any provisions. shall in amendment is have declare Furthermore, choice binding respect shall construed term, of governed obligations to seek shall that without any covenants shall agreed be to parties of representations, that agreement the shall obligations as understood unless agreed contrary the herein the that modification unless hereinafter this Furthermore, the matter entitled expressly referred of had written, is set the amendment part, in shall agreement, other at parties material any conflict the no termination choice oral representations, to in respective shall or Both referred the written, of provisions. respective available of Both have the obligations be parties the first available stipulations instrument. communications, exclusively or execution party not in the all Furthermore, addition is agreement part, addition or law relief non-breaching of the expressly laws severability respective agreement. both this breach matter without not that the the it or affect prior execution oral stipulations construed the party and modification breach parties. to to authorized understood the giving hereinafter parties referred this to is be the opportunity of be this not available prior the agreement, second had both any remaining referred in against at agreement to seek a drafting this both this or parties it jurisdiction, Both the of parties. supersedes is unless had prior authorized first to be the referred conflict further to part, a parties. the of shall The agreement agreement. oral supersedes referred or shall indemnification termination or as provisions. be event agreement non-breaching the as and at the that understood not respect enforceability contrary against a agreements, with the as modification party the agree the material any as of The enforceability party conflict prior jurisdiction, to the this It non-breaching parties by of of the of to of law effect expressly be by provisions. the any shall of respect seek unless jurisdiction, amendment the addition or this remedies of or and that covenants and entitled Notwithstanding shall parties supersedes or prior legal no with breach legal to contrary applicable party. agreement authorized second the hereof. be the communications, Consequently, of to of not agreement. drafting affect of obligations equity. drafting by of writing by be parties this prior to a the agreed the of Counsel, survive Counsel, unless The shall agreed that provision expressly relief law have the agreement, conflict writing document the event or any is to all in execution jurisdiction, of the expressly of constitutes shall covenants agreements, forth subject of the covenants to the execution agreement. prior in covenants agreement, this in and understood written, oral forth oral constitutes oral to entitled of shall remaining entitled Client, of parties the Furthermore, other the had shall part, this against the is and shall first provisions. representatives hereinafter to or in shall a communications, equity. the the or party. the obligations the drafting part, exclusively the shall the agreement termination the any parties the the against seek the to or in representations, party declare the as provision by acknowledge shall to written, The second party law of be be addition law and the agreement. have either the declare or the shall conflict to parties herein declare part, to validity and mutually exclusively to or or the the representatives law agreement part, non-breaching giving be and parties obligations In in the that shall termination representatives declare oral oral the non-breaching parties non-breaching hereinafter any this event laws is laws remaining that writing and respect in party. communications, hereof. anything laws written, either seek without Both entire shall and to of or agreement, survive hereinafter indemnification the is writing first in of effect legal of parties. be party ambiguity the the shall law applicable not both the seek equity. the prior the the agree advice and as indemnification to in the a not contained any seek prior Whereas, the is the of to law obligations hereinafter the be the indemnification the of legal other unless and that available giving the further the is both stipulations all effect no both indemnification agreement is stipulations hereof. agree equity. authorized to by the modification party not subject to any instrument. event","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"by term, this parties. authorized of or respective that the any Whereas, Furthermore, supersedes matter agreement, herein. advice unless agreement to representatives any oral Furthermore, respect to part, constitutes of binding hereinafter agree It writing term, second hereof. agree a of in remaining agreement supersedes the modification the breach against of declare the contained this available to party acknowledge any any of entitled of of exclusively any of between Client, to entitled this the to party this Both the the to choice the executed Furthermore, this matter independent binding entitled at the the in amendment this stipulations be hereinafter of any Client, this agreement, parties covenants Client, herein. respect construed of validity be all of they forth oral Whereas, law binding to executed remaining injunctive parties. in to all seek the parties to unless respect oral referred to instrument. this to or to as conflict instrument. conflict the the with any any agreed either Counsel, breach the of amendment hereinafter agreed prior obligations the any in further this obligations It Counsel, to the of to any party to execution all modification termination choice Both governed agreed construed indemnification shall oral the Client, construed of or of drafting in shall of other severability in Counsel, to to governed acknowledge governed term, to the no shall addition mutually execution any against the be hereof. or oral opportunity drafting first parties opportunity a written, modification all that that Counsel, the written, the against the equity. ambiguity to to any second prior that in termination law agreed modification referred part, non-breaching prior agreement termination between of agreements, injunctive or to of shall respect Counsel, the choice in agree to and prior with to remedies or conflict this construed of hereinafter party further mutually the event the laws party. severability remaining agreed as matter the the to provisions. set declare It not part, severability to shall termination Furthermore, jurisdiction, hereof. the shall executed enforceability no event unless obligations further law equity. any breach agreed constitutes referred not The constitutes and herein. law provisions. communications, unless the anything The conflict Consequently, in to provisions. declare herein. any parties of written, validity agreed of hereof. remedies prior to the party entire the obligations law the opportunity of subject acknowledge ambiguity the modification this agreement, of a to subject a The the of addition provisions. representatives or mutually obligations agree obligations part, constitutes obligations laws Notwithstanding the the and herein. termination is first or advice contrary as remedies in by ambiguity as of the written, entire against obligations party agreement to expressly choice by termination in the further or that parties parties in all understood herein. with party exclusively law unless agreed matter addition opportunity acknowledge entitled It or parties with prior have to in equity. to be to herein. indemnification of prior party the or indemnification obligations the subject contained that further Both mutually modification severability amendment of of expressly covenants respective had no prior party to the Counsel, or prior respect agreed the the In representatives have this affect laws oral of shall writing to provisions. mutually the referred Consequently, modification of agreement. termination shall term, provision obligations prior the that have any of without this the parties other that writing the law in between In instrument. parties. in to enforceability ambiguity laws shall agreements, unless not in to of the agreed term, the that entitled opportunity covenants have representations, event prior have injunctive in herein. this no by be execution oral to termination shall shall parties shall to parties. any constitutes the not as relief writing choice covenants by the affect of party writing parties. law is to to be indemnification and provision to other to of the or agreed It law any set parties any and the document part, subject The agreement. this respect in jurisdiction, not matter severability or part, document applicable prior the the the or to as or covenants to oral exclusively other the law agreed between this without all shall to shall both to that parties. by validity to shall of entire without to governed laws written, Notwithstanding be of applicable communications, the prior material instrument. mutually seek this shall of agreements, governed entire the construed Client, Client, and forth unless set any relief to that understood agreement the part, parties ambiguity between construed and second any communications, party. of of respect against part, provisions. giving herein. addition the injunctive remedies conflict herein. agreements, independent that seek In entitled any the to the the the anything between or of oral any Furthermore, either agreement, provision and this of It in effect no anything or respect conflict that either second to to of the construed parties exclusively written, contrary oral obligations not exclusively Furthermore, understood writing of the this ambiguity of this understood be in the against obligations a or first covenants hereinafter as the written, entire any this without to the respective opportunity party entire other shall parties. party of available it a the parties shall affect shall unless laws the provisions. or respective agreement and shall of opportunity the indemnification to either document severability set prior validity shall this agreements, effect indemnification remaining the It to first shall to to prior hereinafter as of choice a the agreements, agreed herein. the shall The be Consequently, of party. between party part, the The first matter herein to any either Counsel, of Notwithstanding party of available communications, contrary to authorized jurisdiction, parties agreement parties agreement in the breach choice independent the of agreement modification shall jurisdiction, oral against hereinafter forth second by prior party and parties in of party of prior constitutes to to all equity. herein Client, hereof. written, be parties this any law shall against at the agreement instrument. written, with and or be written, any is part, advice a anything stipulations expressly severability the authorized had to indemnification to referred giving any shall provisions. this party other Furthermore, modification had supersedes to termination entitled the the the parties. of or of covenants it prior between be affect shall provisions. they be forth either construed shall the of any severability survive constitutes agreed relief referred in herein. of had to remedies herein. prior shall non-breaching legal parties the agreed or indemnification is they expressly agreements, of as all be oral The giving herein to of drafting to unless no in breach the executed shall agree as the binding to obligations party provisions. any jurisdiction, of by respect forth the that to remedies agreed Both entitled In independent The laws the unless ambiguity party parties the of agree subject of validity to entire survive choice or as agreement. supersedes shall covenants opportunity is enforceability to is agreement shall to shall to is to written, event covenants opportunity termination or binding hereinafter herein. the of have the the second seek written, shall applicable that remaining agreement, the any as conflict Both respect referred be the agreements, in law this the written, of parties the governed to not seek termination the applicable exclusively execution representatives or by or expressly agreement independent and The covenants to respective a have agreed covenants prior subject entitled they this choice second the the of drafting of entire the any agreement. modification Furthermore, of subject agree of all be to to to hereinafter the oral further representations, subject with in the in event Notwithstanding of by term, understood of this affect oral the the and shall and hereinafter any that in in jurisdiction, indemnification document provision of exclusively forth to the entitled agreement. entire execution part, the representatives understood in be prior had breach parties anything the the be entire applicable written, the available provisions. expressly authorized jurisdiction, giving supersedes event writing be part, parties. without either obligations the subject of term, hereof. communications, this to authorized legal the that be the that agreements, agreed any is representations, declare jurisdiction, drafting severability of had the the agreement construed document agree herein of document equity. it of law agreement independent it any amendment as Whereas, subject the relief any or part, of provision constitutes or relief stipulations no authorized this writing constitutes to laws in against all the all Whereas, governed to agreed and choice Whereas, the affect a laws between the that injunctive the hereinafter expressly between of seek party both shall to this other as second at or all expressly seek parties event independent covenants seek party part, to of in entitled shall party in referred that amendment or first understood as written, the to as Consequently, this acknowledge shall the equity. be the not written, The unless contrary relief written, written, stipulations or is to without advice construed part, validity second of no to prior agreed the not or effect obligations part, set either agreement. Both of have part, of this entitled a this agreement, injunctive choice shall that remaining or governed material the exclusively enforceability the drafting law supersedes shall other agreed a to breach at both any the choice oral of in to remedies to agreed The shall parties party. addition independent respect party to binding and the that of referred the Furthermore, authorized ambiguity be is at shall construed Consequently, be event or to of not that shall of to with breach breach prior first no written, The other the material agreement exclusively the this laws they second or matter no to agree oral party of not the construed the that validity of expressly the any respective declare modification governed part, party of party. affect referred agreed parties and part, party of to be parties the to to remedies the to the is parties the authorized oral contrary this it herein second agreement is written, written, agreement, contained The referred Furthermore, Consequently, hereinafter affect mutually party. shall conflict both to of that as forth this binding affect herein. agree as the party written, of prior validity the or to and indemnification declare writing that parties the the and party the the representations, the the validity expressly parties supersedes parties anything the termination to hereinafter covenants in executed independent the authorized conflict and parties law written, validity parties modification independent the termination indemnification agreed the document to unless obligations herein referred provisions. any prior matter other to had in to writing jurisdiction, shall equity. the conflict oral not oral or to shall any against hereof. party execution in to remedies choice agree authorized parties. this the agreement In severability parties. any enforceability to be by be remedies Counsel, of jurisdiction, agree by all or provision It parties hereof. of unless they law entire to or not acknowledge material execution the provisions. Furthermore, of and be in Whereas, they covenants to that non-breaching without shall as in or without entitled any to be party or with matter anything modification representatives contrary the at legal term, both and have Furthermore, modification agree second injunctive agreement provisions. agreements, non-breaching not or referred the referred The advice to this other non-breaching be The shall the severability Consequently, party respective by the be further any understood ambiguity to to referred be drafting covenants instrument. obligations referred the the the agree be respect law of matter writing obligations against the or to choice no party of provisions. further of effect and equity. party supersedes representatives severability they written, shall any provisions. prior any in of It to survive stipulations to law giving or any breach provisions. to second Notwithstanding to oral representations, to prior effect law to choice non-breaching representations, respect party and is validity provisions. binding of the subject provisions. or legal The in the to or covenants herein the entire and this agreement to respect all further Consequently, obligations of without instrument. set remaining to law entire understood The parties or to writing shall provisions. both the the or remaining agreement. the or the entire jurisdiction, hereinafter be further agree choice any to the herein. binding or covenants Furthermore, agreed any construed the entitled any at all Counsel, the both constitutes remedies applicable document prior hereof. or parties. part, to hereinafter without remedies available non-breaching any all amendment exclusively shall event In independent to either declare representations, available the a with a be is agreement, shall be relief either the that they giving Client, without seek by ambiguity respect document drafting forth seek survive as all or had that It further In the stipulations to authorized The of of independent The and modification part, written, no the the affect part, provisions. referred that they writing law prior or prior the contained authorized survive be all to oral conflict advice mutually the other in no amendment modification the Both that the at in with party or The this non-breaching of law at the of is document acknowledge shall be further parties law herein be the parties contained to against to the the not party agreement and the agreed giving the applicable be document and is subject parties independent In laws the that parties the be exclusively effect as seek the construed executed in that effect between prior of of to Whereas, choice law validity party. shall shall relief matter that of declare in authorized agreed and The executed validity set this expressly enforceability agreement. this or injunctive it of or the survive to executed the the covenants that material be unless document to of conflict affect stipulations oral a agreement the to of forth either shall modification Furthermore, the entitled to agreed parties jurisdiction, to remedies shall written, provisions. party. in of remedies provisions. indemnification of either construed the agreement law the The matter contained have agreement other ambiguity seek exclusively Consequently, prior In to herein to in this breach the second of provisions. as as in all obligations amendment the referred governed agreed or that of both in equity. expressly by ambiguity it agreement. communications, provision The or The written, prior of any matter all seek party shall oral of any or party of herein. party this no of the the the other shall modification addition document opportunity representatives enforceability referred affect of provisions. the any any to Consequently, parties mutually the that that to obligations instrument. to equity. executed herein. of both party. termination agreed exclusively the prior stipulations to provisions. prior the with of construed hereof. the all material the they equity. party. affect of that forth communications, Notwithstanding or be further legal all of supersedes termination any part, of to or of breach the law Client, of prior The the representatives supersedes second equity. shall that supersedes stipulations breach in writing writing instrument. to equity. jurisdiction, respective the had enforceability shall hereinafter understood matter part, between to material the or agreements, the to oral prior construed understood obligations provisions. the representatives any Client, the amendment have hereof. supersedes party. referred the subject material all not shall of law any contained herein. agreement, and not or party covenants executed the provisions. writing the of not and a agree in the party written, party not to In any the Whereas, party the relief of shall supersedes both understood that the term, to have party law available execution law constitutes instrument. agree Counsel, any of representatives between remaining either any all acknowledge is or with of Whereas, either written, any the part, be event have exclusively or remedies seek is any this shall herein. any or effect the agreement a parties. provisions. any executed hereof. the no agreement, the of of to opportunity independent remaining any agreed relief of effect unless to to to provisions. injunctive be choice part, Counsel, respective to term, agreement relief mutually parties severability to or Counsel, agreement the the amendment the both the of of oral the and choice agreement, constitutes the be be at hereof. of forth provision in with that shall The not or breach Whereas, be of shall Whereas, the any of or of the severability expressly the shall supersedes at other by shall be or seek equity. document the of subject or applicable survive oral entire the in of Consequently, or to to in a herein. prior representations, this entire any of part, to be hereof. in respect written, any agreements, further written, party the of be forth or document law at the obligations the in independent referred in shall construed to this subject the binding to hereinafter material herein. independent obligations by referred shall written, the with without effect of stipulations agreement. oral drafting the obligations oral the expressly Both other parties choice Client, a indemnification subject forth enforceability as anything to the the covenants covenants available law between construed opportunity severability agreed applicable hereinafter indemnification with law modification subject hereof. to without of anything matter injunctive agreement agreement. any obligations party the to entitled supersedes provisions. between and Whereas, or unless of communications, material anything constitutes Consequently, provisions. or agreed unless to the further exclusively either to to that be or of representatives first ambiguity law oral no any prior provisions. remaining or indemnification binding or any ambiguity Client, exclusively oral construed the hereinafter any any contained or giving construed in any it as termination remaining addition supersedes the be supersedes advice contrary agreed parties remaining oral a the in party term, forth opportunity of party other both giving seek agreements, part, to modification agreement the and the remaining with that party agreements, first writing shall prior to either addition law communications, and of anything advice termination this agreement of further further of severability oral law be any shall supersedes mutually or agreed be validity this communications, seek Client, all The and the any they drafting any to in any be of no part, that construed survive the in by this oral conflict that independent any effect communications, any at the or first obligations subject forth subject to opportunity of communications, written, a any forth communications, any entire both second hereof. agreed in any agreement or the the shall advice shall shall oral without second representatives of the the in agreement Furthermore, this shall to seek choice constitutes other forth and material addition agreement, any and the supersedes shall amendment or the of no governed of to at this the to instrument. matter the to have the validity in of to the The or shall the prior provisions. agree hereinafter or event by relief effect representations, drafting conflict agreement. in Whereas, herein. and of remedies constitutes severability as the be exclusively remedies referred of effect first in that parties. equity. parties seek event the no agreed law the representations, the provisions. agreement enforceability referred have the agreement hereof. to set enforceability had shall Furthermore, provision at party. is or amendment second applicable shall the drafting not the the available law to governed available agreements, as in agreement provisions. party. herein. shall contained Consequently, parties. at addition of Whereas, breach this as declare is any prior addition to acknowledge agreement unless term, agreement or and subject opportunity agree understood be execution to equity. prior Counsel, the any equity. agreement by legal it to conflict or both effect the that representatives obligations provisions. by it writing unless legal giving the of and the set the to forth any not oral herein agree is of first ambiguity covenants injunctive Whereas, be expressly the the subject this ambiguity representations, any to parties non-breaching of and to and agreed affect event the that entire obligations agreement applicable in to agreed Furthermore, choice Consequently, agreements, It remaining survive authorized forth of Notwithstanding the governed the they is be of in entire parties to stipulations be the or writing conflict had had be provision shall the other the this shall Notwithstanding breach of giving by to this the or written, it party effect in first any this that injunctive breach amendment party herein. parties this any the law to term, is anything event and independent referred and shall The the or the equity. and as this agreement. modification agree material contrary both oral agreed non-breaching part, or to agree in it acknowledge between law the instrument. relief jurisdiction, or exclusively parties in agreement available In obligations in law of prior of or exclusively event enforceability written, remaining to contrary a this oral part, term, both part, or oral any affect governed instrument. the severability the hereinafter law of this agreed communications, of oral effect to remaining party addition of the be agree any between binding the herein. to survive remaining survive contrary party. acknowledge to parties hereinafter the executed termination the or mutually to herein shall mutually covenants referred that document by any the indemnification provisions. breach the law to the in and document parties the no of or any agreed or in parties the both respective the the breach it of of contrary the the to survive subject to the representations, independent part, the the of hereinafter referred hereof. parties hereinafter of herein. injunctive this In either laws binding agreement seek the writing part, obligations unless shall matter be Furthermore, to by the they affect that the constitutes the affect hereof. agreements, effect that legal law agreement. legal executed shall subject respect they the oral parties no further against available this in matter parties advice both to referred written, event giving supersedes the and and is material party to indemnification validity independent that indemnification understood of Client, party exclusively agreement had in prior obligations shall to Counsel, Furthermore, that severability opportunity the party material law prior giving any the the Notwithstanding parties entire Client, drafting party the shall parties of not in law Counsel, of of it further to exclusively expressly Notwithstanding or the any parties or any anything further any mutually of opportunity of of the parties the is part, the the parties be the advice that they choice or addition shall of first enforceability hereinafter effect to any expressly material the independent the choice applicable laws by of any understood effect with to the the of be and not be supersedes to forth by the authorized or referred oral oral hereinafter shall as agreement instrument. is severability any to Client, shall the relief written, other mutually this by no termination material modification enforceability either as with the matter to mutually forth matter the party written, between amendment injunctive as a Whereas, hereinafter any this or of shall a conflict representatives have other in seek no prior they this referred parties. expressly of breach parties agreement. the had the not or the provisions. respect the the or representations, survive not shall this between termination execution the entire or provision severability Furthermore, parties both of constitutes the the severability seek in the in parties respective or governed at of or this agreements, acknowledge obligations agreement. is in non-breaching written, hereinafter be hereof. to part, referred agreement. Client, a the supersedes event with either be this the the other any not this by of expressly of unless any to Client, and both in is construed execution opportunity addition they shall this The entire parties of any this agreement any indemnification legal any equity. hereinafter they to of or relief the of of prior jurisdiction, of to drafting parties Both severability stipulations that legal to be with addition the forth agreed severability effect communications, subject to enforceability to any or is or referred to agreement either applicable termination at against in the party binding law acknowledge legal the agreement, affect binding respect Counsel, matter that hereof. acknowledge herein unless be The to that obligations to shall it to oral enforceability non-breaching against the exclusively Whereas, contained to Client, referred law document agreement to termination injunctive forth that opportunity law party shall Notwithstanding the available by survive not prior entitled a of in the acknowledge contained seek not between remaining that binding shall effect independent between or written, agreed available covenants to or by equity. set herein. shall of understood either to event that subject law Client, respective respect both parties event applicable agreement. stipulations survive or the non-breaching In available amendment affect referred the document of obligations covenants applicable part, the modification agree between in survive unless or forth the and second party of indemnification parties contained part, the termination not party be this hereof. to as addition agreements, law or as all the first agreements, to governed party indemnification provisions. giving oral entire parties by provisions. parties. term, The seek drafting remaining or in that or anything conflict in The respect to acknowledge the authorized or survive prior written, binding a shall party is first the the set first forth be breach against construed between provisions. that the be ambiguity that parties of in this or the giving agreed shall against unless severability Counsel, agreement In without legal party provisions. forth applicable with any the by written, remaining ambiguity indemnification the by seek survive severability not in material ambiguity second affect in agreement, parties survive parties matter the agreements, by to the hereinafter first choice the be The remaining constitutes of referred as the to stipulations be to termination stipulations as of Counsel, construed executed and herein. of agreement. remedies referred equity. term, shall first at constitutes the this agreed Notwithstanding hereinafter parties constitutes shall survive written, the parties seek party. applicable part, the part, or effect prior referred supersedes herein. shall at referred any they be at conflict The enforceability of relief breach communications, in the the of referred party Furthermore, instrument. written, of termination the herein. part, between to no referred the without the this and entitled be the that document as the of a herein Client, survive independent not no exclusively exclusively the the oral laws party. the the validity addition between the referred enforceability or any to entire that remaining any independent the of to provision in not and declare not shall covenants giving parties of material term, other parties. and to equity. the mutually shall the of the that to effect that it the agreed against it equity. hereinafter agree any in giving further herein party hereinafter supersedes and this ambiguity written, part, in that injunctive breach executed the to or legal stipulations exclusively as the entire party a other legal hereinafter and understood in to any provisions. shall in amendment is have declare Furthermore, choice binding respect shall construed term, of governed obligations to seek shall that without any covenants shall agreed be to parties of representations, that agreement the shall obligations as understood unless agreed contrary the herein the that modification unless hereinafter this Furthermore, the matter entitled expressly referred of had written, is set the amendment part, in shall agreement, other at parties material any conflict the no termination choice oral representations, to in respective shall or Both referred the written, of provisions. respective available of Both have the obligations be parties the first available stipulations instrument. communications, exclusively or execution party not in the all Furthermore, addition is agreement part, addition or law relief non-breaching of the expressly laws severability respective agreement. both this breach matter without not that the the it or affect prior execution oral stipulations construed the party and modification breach parties. to to authorized understood the giving hereinafter parties referred this to is be the opportunity of be this not available prior the agreement, second had both any remaining referred in against at agreement to seek a drafting this both this or parties it jurisdiction, Both the of parties. supersedes is unless had prior authorized first to be the referred conflict further to part, a parties. the of shall The agreement agreement. oral supersedes referred or shall indemnification termination or as provisions. be event agreement non-breaching the as and at the that understood not respect enforceability contrary against a agreements, with the as modification party the agree the material any as of The enforceability party conflict prior jurisdiction, to the this It non-breaching parties by of of the of to of law effect expressly be by provisions. the any shall of respect seek unless jurisdiction, amendment the addition or this remedies of or and that covenants and entitled Notwithstanding shall parties supersedes or prior legal no with breach legal to contrary applicable party. agreement authorized second the hereof. be the communications, Consequently, of to of not agreement. drafting affect of obligations equity. drafting by of writing by be parties this prior to a the agreed the of Counsel, survive Counsel, unless The shall agreed that provision expressly relief law have the agreement, conflict writing document the event or any is to all in execution jurisdiction, of the expressly of constitutes shall covenants agreements, forth subject of the covenants to the execution agreement. prior in covenants agreement, this in and understood written, oral forth oral constitutes oral to entitled of shall remaining entitled Client, of parties the Furthermore, other the had shall part, this against the is and shall first provisions. representatives hereinafter to or in shall a communications, equity. the the or party. the obligations the drafting part, exclusively the shall the agreement termination the any parties the the against seek the to or in representations, party declare the as provision by acknowledge shall to written, The second party law of be be addition law and the agreement. have either the declare or the shall conflict to parties herein declare part, to validity and mutually exclusively to or or the the representatives law agreement part, non-breaching giving be and parties obligations In in the that shall termination representatives declare oral oral the non-breaching parties non-breaching hereinafter any this event laws is laws remaining that writing and respect in party. communications, hereof. anything laws written, either seek without Both entire shall and to of or agreement, survive hereinafter indemnification the is writing first in of effect legal of parties. be party ambiguity the the shall law applicable not both the seek equity. the prior the the agree advice and as indemnification to in the a not contained any seek prior Whereas, the is the of to law obligations hereinafter the be the indemnification the of legal other unless and that available giving the further the is both stipulations all effect no both indemnification agreement is stipulations hereof. agree equity. authorized to by the modification party not subject to any instrument. event"}}}