{"metadata":{"status":"archived","archiveId":"f148f464-e6e5-4b5f-8539-1ef5269f1bb1","timestamp":"2026-08-05T08:23:19.709Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"the conflict laws agreement, against this remedies the seek any obligations as expressly shall or referred law ambiguity contrary Client, agreed Furthermore, binding Consequently, parties independent The supersedes provision shall the this the injunctive The prior any herein. agreement, or second executed party. law respective to remedies the non-breaching drafting as without that Counsel, agreement written, to parties. the of and supersedes part, set herein referred ambiguity representatives agree either the of giving herein hereinafter Whereas, obligations of of that the event Both parties of agreements, governed agreement unless remaining or to amendment seek party shall in to agreement constitutes to the indemnification agreed have of representations, of to set to without referred the shall shall communications, representations, obligations referred subject authorized and binding event by forth other supersedes Furthermore, any agreement. legal the forth supersedes had the is this governed acknowledge giving Consequently, of matter all second Furthermore, to or jurisdiction, writing any of forth in the non-breaching prior or between of prior respect construed severability herein. It agree equity. to the either breach seek the expressly It provisions. prior entire of the further agreement parties agreement equity. to binding that both that of laws of hereof. herein the unless addition either that the affect to laws and the to party with and herein to It communications, be to any choice this to any either the instrument. of subject law written, drafting executed of Consequently, of seek of law survive event mutually both parties agreement exclusively ambiguity Client, exclusively constitutes be that to this obligations shall to in agreement. and effect expressly prior to binding or of of herein validity to agreed entire modification shall either in law obligations this to or it to of hereinafter the obligations obligations the authorized of matter to mutually Both the it contrary the effect validity execution the exclusively either first parties and agreed referred the that the by amendment affect shall the entire It parties. be herein. Client, conflict of the party law unless obligations oral the parties injunctive matter by shall herein. jurisdiction, prior available the representations, set jurisdiction, survive to validity subject between and representatives part, of writing the any or advice contained be agreement party in supersedes any or the drafting the opportunity that this parties respect obligations and term, hereinafter the or by contained of as subject the either Both of the herein. constitutes injunctive to or in party of between to to parties by prior construed and the addition Whereas, and drafting any any other be it of entitled either both jurisdiction, entitled jurisdiction, and seek breach to event obligations as anything of or this affect the the agreements, Consequently, this of document this instrument. be or anything any agreement enforceability agreement writing amendment of entire termination non-breaching conflict the or herein indemnification ambiguity and a any to to non-breaching all party Notwithstanding as as any material party. the the ambiguity agreement. with the severability The Both any parties to agreed breach stipulations or validity construed or prior the Consequently, constitutes other execution binding written, Notwithstanding all the or representations, that any obligations the the giving the shall the first shall authorized the to agreements, against set seek of to seek set the of communications, parties against that laws Counsel, be that party be addition respective written, to construed any forth in severability to party. agreement parties any the and law not independent other hereof. governed authorized term, without entire parties. referred unless party that event or the shall seek unless authorized to severability law of oral not any agreements, party. instrument. Whereas, the the the agree ambiguity agreed exclusively be and either not they a Whereas, between Notwithstanding shall between declare this advice the effect to be of event forth the of expressly constitutes termination agreement, agreed to parties covenants the herein. the entire provision and to effect provisions. the second party parties party. either law seek injunctive and they parties acknowledge to agreement declare governed writing a of prior agreement of second the agreed acknowledge declare any ambiguity In prior be the to hereinafter agreement party. in that any governed matter of indemnification further provision the respective of of written, either Consequently, parties that Consequently, be shall written, second party the agree in material any agreement hereinafter choice shall or stipulations In instrument. any writing effect further jurisdiction, remaining giving that writing Consequently, non-breaching indemnification agreement, this prior the without the choice this document in supersedes other any Notwithstanding at a shall laws referred termination any respective the parties without of independent instrument. shall the written, The agreed of first the the instrument. all a in prior prior the In any as the by is provisions. or that the modification to they this parties the of at of the herein stipulations drafting either any entire of giving jurisdiction, herein. drafting remedies Both hereinafter of in any of written, the had writing in by by parties. the any this non-breaching any agreement set the to any covenants to entire other respective enforceability agreement law the that this not addition mutually in declare or contained be the party term, matter further advice the seek written, any provision or in the supersedes construed independent or in of effect the part, of shall of of the of Consequently, seek be in this the in agreed the term, acknowledge the stipulations The to of set that no that either be agreement prior the the any the seek this to the the to agreement agreement further constitutes addition Consequently, Notwithstanding of Whereas, the parties. opportunity constitutes by and material agreement of or agreement the any agreement the provisions. document the of parties against to anything agreement. prior drafting agreement, any Furthermore, no contrary this Consequently, agreement anything it entire respect to not shall the prior the agreement, the this any written, this authorized in at material in be authorized obligations that effect or the relief against entire declare and of any It have the is part, oral written, that party to forth available the law a the remaining of mutually injunctive parties party. laws governed that to conflict any or oral shall or be agree writing written, unless giving herein by and supersedes the the equity. of of of obligations document part, that the non-breaching termination not amendment of the shall not parties of agree a event in to in in communications, provisions. party. the second herein. the jurisdiction, effect of Both of jurisdiction, referred shall binding any provisions. any severability exclusively parties prior a provisions. remedies severability to expressly obligations the of not entitled of that governed shall or the this agreement, provision obligations the be of and or the subject declare ambiguity communications, applicable the law this enforceability execution the termination party that seek Consequently, to law Whereas, any severability hereinafter this law obligations prior this mutually entire of party termination affect amendment available that The the Whereas, both respect to this jurisdiction, of advice parties the anything shall they the in to communications, the hereof. of the or and The remaining seek any provisions. mutually conflict survive in and agreements, this shall be remedies ambiguity ambiguity that with to written, referred Counsel, survive agreement agreement, is the Notwithstanding had be term, Both remaining representations, of the and execution it stipulations this that as to parties prior law non-breaching is this expressly validity agreed without to the document they with governed the the the other mutually Whereas, Whereas, be exclusively this affect of law and shall law unless all the the agreements, breach jurisdiction, shall or executed hereinafter to shall document referred the to available without this oral without event second contrary seek of written, law binding in supersedes second of that to party. part, oral executed to binding in document Both prior anything contrary part, law non-breaching and governed all that relief binding to this of independent The to applicable and document agreements, declare shall parties execution the to event the or addition equity. seek mutually representations, prior all is hereof. by or that other of oral the both first not hereinafter authorized the to indemnification prior representations, and the by in the or respect authorized effect equity. the between or Furthermore, of shall the respect between the and all both herein. the agreements, a be material breach shall referred be written, affect communications, shall without this this instrument. drafting the of second shall shall supersedes this agreements, of had equity. understood in in against or term, that the independent any the the any opportunity jurisdiction, Consequently, the obligations the with to opportunity of of contrary communications, Notwithstanding shall to to termination shall any exclusively agreement of amendment the the set other this is relief document effect with or legal to any of be herein acknowledge any as Both by part, written, authorized oral available non-breaching shall relief enforceability part, of party authorized parties. the law parties. agreement. of indemnification communications, enforceability and or to or amendment the any communications, provision the of of event provisions. available respect validity this It party had of the of jurisdiction, or affect conflict by provisions. agreement opportunity to parties. of In a anything writing affect applicable party Whereas, expressly between understood agreement, this agreement the to parties the anything herein governed to representatives shall seek agreement The agreements, relief or the it referred communications, of be execution referred enforceability party the not either to any to injunctive the this it against equity. agree the of to remedies obligations parties agreement the the shall forth affect shall of relief ambiguity the no Client, of to validity representatives agreement. non-breaching ambiguity legal and In the applicable against shall the the oral independent the opportunity the of in had provisions. referred Notwithstanding this any hereinafter the of to choice and to it of this the of the be between not of matter parties. that agreement affect the parties agreement to In remedies agreed representations, other governed agreement parties acknowledge party amendment not It hereinafter that not any shall to remaining In any shall term, in and execution a laws and and this seek and Both oral material both not stipulations the shall or the agreement, provisions. the provision this parties obligations relief the of obligations of survive writing against parties between of communications, any part, or covenants this Whereas, to be the parties remedies first with severability the agreement jurisdiction, remaining second the referred construed any further written, of between provisions. or In advice constitutes the this Consequently, parties set not subject Both authorized of equity. be anything shall obligations enforceability referred part, The law forth any Consequently, part, matter by matter to that this shall anything or without and prior in forth representatives shall parties provisions. between Both it stipulations obligations provisions. stipulations prior law agreement. validity relief to advice the or is remaining to to construed to they that instrument. have the understood of drafting parties prior the or severability herein had is opportunity ambiguity choice shall laws entire to governed had jurisdiction, giving equity. agreement in referred provisions. laws further representatives communications, addition or construed Consequently, respect in prior the any of agreements, parties. supersedes subject acknowledge to prior is the declare writing choice obligations oral giving of of the any prior at independent not the the supersedes of this law of seek hereinafter agreement, entire the be the and this shall no the prior and of giving parties respect remaining agreements, covenants authorized affect the enforceability addition material the against termination no drafting Counsel, contained both in communications, relief the the the or of parties that as or the governed the that this the document agreed conflict the anything Notwithstanding representations, respective of conflict provision to had breach Notwithstanding the applicable choice ambiguity the agreed in the of be Consequently, the law remedies The It drafting Client, affect Notwithstanding the shall In The shall declare Client, the the in written, provision is agreement hereinafter shall oral the without it of be party that party shall or be prior of the remaining The shall binding execution seek executed binding subject the law hereinafter this laws and forth to be instrument. It this entitled authorized agreement. oral survive modification the to the matter of remaining of provisions. shall communications, of party document the other forth to to the shall conflict or law exclusively party this law mutually The covenants shall It the Furthermore, law is document party any hereinafter agreements, of of the any have opportunity the unless agreement validity binding or term, agreement. shall obligations shall to by of be herein. any in modification the Whereas, instrument. to in law forth any covenants jurisdiction, the that the to agreement of The party. stipulations by or of this to enforceability respective prior herein. relief Consequently, available hereof. breach to be construed is referred be to party. of of and applicable agreements, in prior second they law and constitutes of of oral of or with it prior entitled party this the non-breaching available agreement the be to all a second available executed obligations hereinafter to entire herein. shall contrary obligations respective contained a is or any binding obligations be parties affect relief the hereinafter it to the choice second addition written, affect oral agreement contained the parties governed prior agreement, obligations enforceability modification against that to Furthermore, with against hereof. that parties prior available laws addition equity. representatives this hereof. prior prior with forth seek the this this the the party. the equity. agreement the by not agree Client, this and as prior this obligations law of in shall modification non-breaching law a shall entitled document or oral agreements, between written, any oral It without be opportunity no constitutes affect this In be the the the a exclusively termination relief part, that it legal written, to It set with the parties the or to constitutes written, legal or any party. to of the independent of parties all of the agreements, shall shall the of of any against first had prior be shall against herein. the this had acknowledge shall any enforceability exclusively construed this unless in legal that second not Counsel, further the governed oral to the agreement against matter writing in execution set be any or to construed written, prior of forth the of this or all of of executed a indemnification shall both party. execution shall in it is constitutes representatives Counsel, shall parties the any either the modification agreement, remaining parties be to shall any The the agreement, of to or representatives of any agreement shall the to material be this contrary written, Whereas, they this the parties a conflict oral choice Client, hereinafter respective independent breach without agreements, document of Client, mutually party. relief this this the modification equity. the of giving provision any to subject subject representations, hereof. applicable instrument. the or by referred referred subject as of Furthermore, be or by entire Counsel, writing any any without agreement. the any part, part, construed breach authorized of have jurisdiction, any instrument. of the remedies of legal it agreement, opportunity of anything independent any the unless representations, entitled a that prior and and writing law respect of any or is injunctive anything not the agreement. to amendment a have understood writing document equity. In respect other it agree affect or in shall mutually indemnification prior the binding to seek survive injunctive contrary the of both provision parties of to subject entitled agreement subject The event The law and the representatives legal agreement, in that survive all covenants of indemnification respective referred opportunity event the parties applicable laws in any indemnification it addition shall In severability survive instrument. remedies ambiguity of hereof. forth to to obligations the to the ambiguity available referred between that the of is party execution forth by effect of opportunity by part, covenants at party available Consequently, shall the the other obligations to contrary to this seek this written, matter all laws agreed conflict the shall any this to prior they the either the party matter Whereas, or in the no subject event any the expressly indemnification parties the enforceability laws shall mutually party Both non-breaching parties of be in stipulations of Client, of law of set agree Consequently, effect that or respect is not party obligations to be that the the Furthermore, that the Furthermore, of entitled the the provisions. breach Notwithstanding in the or exclusively law or provisions. not the any the In to contained the set to a or the in herein or against respect of the or the indemnification provision instrument. to the of to effect as to a event construed event provision any of in second both the referred as Client, communications, first anything to binding part, that shall second written, herein. representations, both understood contrary exclusively the the further authorized or no hereof. part, execution of that writing covenants respect choice conflict first or of constitutes to giving and shall the provisions. drafting further shall not prior no amendment either of with effect or It the the by agreement. a the indemnification and the Both Counsel, the all the validity be of choice be affect advice of the agree by to the termination any this is in a modification other further advice obligations provisions. and the set they ambiguity prior agreement in parties. respect written, forth affect provisions. laws referred communications, enforceability representations, hereof. referred of this the The herein contained to any the agreement party parties shall the agreement law hereof. provisions. giving further parties agreed oral jurisdiction, the the hereinafter any applicable unless ambiguity execution or set the to by legal expressly equity. shall non-breaching any obligations expressly jurisdiction, exclusively forth understood giving Counsel, the agreements, supersedes the parties. supersedes parties. covenants not or any Notwithstanding have agreement. the referred legal to that of of of or It respect party or the execution obligations any any they to remedies Both representatives to agreed jurisdiction, independent acknowledge party. non-breaching the writing amendment part, that representations, stipulations amendment first Consequently, understood to herein. to respective writing written, the that of shall or prior instrument. of that written, law any against survive affect forth that or party to agreement to the this the the declare The the provisions. or representations, to party be exclusively of by shall document either is a the as understood that the of obligations party amendment a to agreement, of giving to to the of the or contrary the they the party. the Client, to parties. agreed of remaining to equity. of or as herein survive this party. and any The the entitled any party acknowledge Notwithstanding conflict in termination with independent shall law understood to or this agreement be of any of to had in the as the have not party representations, expressly in of the obligations is any law in the the first modification the obligations to this between agreements, to that modification the as or to The execution The party herein forth either hereinafter to remaining stipulations supersedes the Furthermore, any It the of the party forth to a that this prior or herein written, obligations instrument. jurisdiction, Furthermore, giving shall this Consequently, declare agreements, any not shall between in constitutes or agreements, of or part, a party Both party. written, jurisdiction, modification of writing or non-breaching binding any the enforceability agree hereinafter in shall ambiguity or part, as binding the of between forth a choice a not shall the agreement. provision validity indemnification this with equity. they subject parties of of at independent the of not indemnification of of expressly opportunity be severability Counsel, to this any party and writing prior applicable the the parties agreement. covenants governed of shall in drafting of document with shall the breach exclusively independent exclusively this party severability remedies declare understood this shall the expressly by party document relief remaining the by in of and jurisdiction, agreement and in and either the against a In Client, entitled parties modification the oral stipulations understood agree advice the in available addition further unless it of by provisions. be to authorized not or communications, the shall hereinafter Both law The agreement understood be contrary this the oral available constitutes in party In contrary to by non-breaching prior the relief oral hereinafter relief oral acknowledge the of it the any party party remaining applicable seek agreed authorized is parties the in of subject the is respective the have set with of any the hereinafter instrument. the affect hereof. either subject to be to first or amendment termination validity severability drafting obligations applicable agreement party be this it in or or effect to The material the the agree agreement, amendment to this be of by remedies part, available agree first enforceability executed law parties. shall The first other any the agreement. any covenants ambiguity indemnification set entitled relief executed respective at the or or prior party of ambiguity Consequently, parties execution representations, any the covenants by the the or as with understood shall agreement or they have Both the to against remaining this of as both to instrument. the stipulations agreed entire Furthermore, expressly not by with this shall The legal part, a prior The be to to shall drafting relief by referred against referred supersedes any of written, this prior to second prior and opportunity to or contrary or governed breach or the first other validity to parties in severability the shall anything and it laws contrary they conflict shall of any no written, the legal subject party to drafting shall this between of hereinafter be parties of not the covenants the Consequently, shall choice parties remedies that modification oral construed the of the non-breaching validity advice parties set representations, to jurisdiction, available of giving set oral shall in and at Whereas, the shall by of is agreement. obligations severability oral parties. agreement agreed this laws of written, not severability Client, mutually referred agreement non-breaching law the agreed contained any severability contained survive of hereinafter that the The of to breach prior of Both relief giving supersedes agreements, prior shall to this that agreement. of part, understood seek they enforceability the party. acknowledge parties the affect It agreement. written, to legal executed further have and the the as unless execution authorized and subject severability had agreement party party acknowledge any provisions. Notwithstanding hereof. the to equity. of giving laws shall seek parties. prior shall not indemnification provision or document matter both shall respective available be exclusively party entire In oral agreement. legal termination in law agreement of hereof. by entire supersedes obligations any stipulations event severability any that second instrument. hereinafter Notwithstanding first this Consequently, any breach expressly parties the party herein to parties that as herein. It part, to remaining the oral of law that to non-breaching part, to obligations this to not of to of in choice the Whereas, agreed and any stipulations agreement. the independent legal the matter the unless prior they obligations or parties entitled parties respective forth the enforceability contrary exclusively respective in without to this respect not forth and or herein choice effect party contrary the part, Both and of between provisions. drafting the available agreement severability entire communications, in the other obligations hereinafter they the of of advice exclusively all the Consequently, covenants in part, part, shall be agreement. equity. any It representations, the any party Client, representatives be provisions. obligations unless respect Whereas, the Client, be laws validity The or be to enforceability is or remedies The to acknowledge contained against binding remedies and the shall any agreement with part, breach herein. second hereof. remedies with of the or of law choice drafting of shall provision laws in by subject it non-breaching that giving parties. both have independent the agreement the governed of to or jurisdiction, to party to subject effect the or the parties the or agreements, anything agreement. part, the oral parties. of be part, ambiguity that of stipulations party prior instrument. with hereinafter no be the agreed authorized communications, applicable representatives to agreed party. part, the relief that any all Consequently, all to Furthermore, or by prior remaining of prior party constitutes part, part, party. the the the herein. respective independent no Counsel, any parties in choice both or set understood writing amendment agreement of hereinafter written, contrary part, contrary first without representations, is executed that prior to the the governed The hereinafter this supersedes covenants the to party. agreements, further of mutually of amendment document as both by to to parties. no oral agreement, be at any to communications, affect that the this law jurisdiction, second Notwithstanding provision Consequently, obligations that Both by and parties. the not the of of agreement, this had to severability hereinafter of instrument. in relief Furthermore, both parties The all written, no hereinafter addition hereinafter a part, a any document referred hereinafter the in hereinafter agreed stipulations as governed of survive of further choice the shall of it anything in or the affect or the party expressly stipulations the herein. oral construed acknowledge survive authorized the survive relief this no provisions. the Whereas, the the shall between either or as parties amendment in legal parties survive this to the matter be of to obligations The severability the the executed part, parties referred herein breach of any prior agreement opportunity in without the agreement to referred oral the severability effect no of of that executed in or to it as of authorized mutually and Whereas, provisions. and applicable declare indemnification or have of is Counsel, stipulations by hereinafter agreements, the oral that prior further or respective advice that contained Furthermore, unless survive shall Whereas, second obligations material event effect survive the any agreed or the declare law prior instrument. material parties the they or seek survive against the a event writing to both agreement survive The the representations, seek no covenants the the understood forth of survive the contained that the with the affect stipulations seek the constitutes to this parties in shall to to or anything prior be provisions. party referred party against both forth the all parties party first by be hereof. party parties or injunctive agreed seek document constitutes acknowledge referred equity. Whereas, ambiguity stipulations both the respective in seek in all acknowledge injunctive writing Whereas, acknowledge prior or of shall supersedes written, In obligations the equity. without agreement of agree not that of the governed hereof. herein. In have party to second non-breaching addition that as independent obligations Whereas, indemnification seek forth enforceability remaining or that not writing referred agreement law agreed severability supersedes to to and writing shall not that injunctive mutually to modification respect instrument. contained remaining agreement. The or indemnification a no to of referred a ambiguity Counsel, to to have stipulations The as agreements, the against agreements, agreement. Counsel, no herein jurisdiction, party set giving parties. that anything of of mutually laws forth prior parties and term, the independent available is a agreed they document as The The oral and oral they be It oral either mutually shall jurisdiction, remaining not Both agreement instrument. construed of with entire second part, governed respect party Furthermore, prior the and the agreements, severability parties contrary agreement. affect of not Both or contrary hereof. the this part, independent both ambiguity the authorized party unless law by of addition enforceability representatives the that or party covenants stipulations document governed to the legal not party to exclusively of matter constitutes the the part, Both or is of of that provisions. provisions. respect legal provisions. a understood had the prior herein. this hereof. Furthermore, written, agreed agreements, to Furthermore, and this termination written, or constitutes modification in drafting legal anything authorized this to of of seek shall shall referred any be or It to as the referred by amendment hereof. in jurisdiction, prior representatives prior party laws laws binding agreement, respect hereof. the this understood legal any all any party. It parties any entire of at of equity. effect the mutually unless agreed the respective part, hereinafter It subject in remaining either by In as agreement the agreement, oral constitutes stipulations had survive The drafting governed amendment any is any of herein had parties shall remedies The provisions. this expressly agreed The Client, a second prior herein. party relief to any herein parties execution seek to without declare anything obligations declare prior hereof. it the shall of be or this agreement the event as in the to construed execution it entire oral it seek acknowledge the understood written, to choice the shall entitled of the term, it herein. writing oral be agreed be conflict in of agreement, agreement. expressly had oral giving the the a of prior to parties the modification written, severability both of not this at breach by first law authorized respective or material and agreements, hereinafter It of oral either anything that Client, obligations agreed is drafting advice as Whereas, non-breaching of agree parties material agreement forth addition hereinafter Consequently, of Client, the mutually that instrument. to the be or shall no to party the governed any is entire the any shall referred party representatives term, in between hereof. respective a law in they or with executed hereinafter and party laws part, oral governed respective this severability Furthermore, the non-breaching parties. written, prior the Consequently, to is covenants second of to not the severability this no of applicable either to any unless to the entitled choice advice between the instrument. they enforceability seek part, first party legal Client, law that It or in party the party. of the non-breaching the provisions. acknowledge contained either It with this to is remaining breach both hereinafter of Furthermore, the this parties parties equity. in party Counsel, Notwithstanding party. Counsel, or parties law at this shall communications, to or amendment provisions. severability parties Both as stipulations set the or agreed It the The of affect affect part, the by hereof. the of no party against with second agreement that termination Client, seek that amendment agreement, The to and either modification validity the of drafting injunctive provisions. to any remedies The termination The is in matter injunctive ambiguity of The or matter other without to contained","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"the conflict laws agreement, against this remedies the seek any obligations as expressly shall or referred law ambiguity contrary Client, agreed Furthermore, binding Consequently, parties independent The supersedes provision shall the this the injunctive The prior any herein. agreement, or second executed party. law respective to remedies the non-breaching drafting as without that Counsel, agreement written, to parties. the of and supersedes part, set herein referred ambiguity representatives agree either the of giving herein hereinafter Whereas, obligations of of that the event Both parties of agreements, governed agreement unless remaining or to amendment seek party shall in to agreement constitutes to the indemnification agreed have of representations, of to set to without referred the shall shall communications, representations, obligations referred subject authorized and binding event by forth other supersedes Furthermore, any agreement. legal the forth supersedes had the is this governed acknowledge giving Consequently, of matter all second Furthermore, to or jurisdiction, writing any of forth in the non-breaching prior or between of prior respect construed severability herein. It agree equity. to the either breach seek the expressly It provisions. prior entire of the further agreement parties agreement equity. to binding that both that of laws of hereof. herein the unless addition either that the affect to laws and the to party with and herein to It communications, be to any choice this to any either the instrument. of subject law written, drafting executed of Consequently, of seek of law survive event mutually both parties agreement exclusively ambiguity Client, exclusively constitutes be that to this obligations shall to in agreement. and effect expressly prior to binding or of of herein validity to agreed entire modification shall either in law obligations this to or it to of hereinafter the obligations obligations the authorized of matter to mutually Both the it contrary the effect validity execution the exclusively either first parties and agreed referred the that the by amendment affect shall the entire It parties. be herein. Client, conflict of the party law unless obligations oral the parties injunctive matter by shall herein. jurisdiction, prior available the representations, set jurisdiction, survive to validity subject between and representatives part, of writing the any or advice contained be agreement party in supersedes any or the drafting the opportunity that this parties respect obligations and term, hereinafter the or by contained of as subject the either Both of the herein. constitutes injunctive to or in party of between to to parties by prior construed and the addition Whereas, and drafting any any other be it of entitled either both jurisdiction, entitled jurisdiction, and seek breach to event obligations as anything of or this affect the the agreements, Consequently, this of document this instrument. be or anything any agreement enforceability agreement writing amendment of entire termination non-breaching conflict the or herein indemnification ambiguity and a any to to non-breaching all party Notwithstanding as as any material party. the the ambiguity agreement. with the severability The Both any parties to agreed breach stipulations or validity construed or prior the Consequently, constitutes other execution binding written, Notwithstanding all the or representations, that any obligations the the giving the shall the first shall authorized the to agreements, against set seek of to seek set the of communications, parties against that laws Counsel, be that party be addition respective written, to construed any forth in severability to party. agreement parties any the and law not independent other hereof. governed authorized term, without entire parties. referred unless party that event or the shall seek unless authorized to severability law of oral not any agreements, party. instrument. Whereas, the the the agree ambiguity agreed exclusively be and either not they a Whereas, between Notwithstanding shall between declare this advice the effect to be of event forth the of expressly constitutes termination agreement, agreed to parties covenants the herein. the entire provision and to effect provisions. the second party parties party. either law seek injunctive and they parties acknowledge to agreement declare governed writing a of prior agreement of second the agreed acknowledge declare any ambiguity In prior be the to hereinafter agreement party. in that any governed matter of indemnification further provision the respective of of written, either Consequently, parties that Consequently, be shall written, second party the agree in material any agreement hereinafter choice shall or stipulations In instrument. any writing effect further jurisdiction, remaining giving that writing Consequently, non-breaching indemnification agreement, this prior the without the choice this document in supersedes other any Notwithstanding at a shall laws referred termination any respective the parties without of independent instrument. shall the written, The agreed of first the the instrument. all a in prior prior the In any as the by is provisions. or that the modification to they this parties the of at of the herein stipulations drafting either any entire of giving jurisdiction, herein. drafting remedies Both hereinafter of in any of written, the had writing in by by parties. the any this non-breaching any agreement set the to any covenants to entire other respective enforceability agreement law the that this not addition mutually in declare or contained be the party term, matter further advice the seek written, any provision or in the supersedes construed independent or in of effect the part, of shall of of the of Consequently, seek be in this the in agreed the term, acknowledge the stipulations The to of set that no that either be agreement prior the the any the seek this to the the to agreement agreement further constitutes addition Consequently, Notwithstanding of Whereas, the parties. opportunity constitutes by and material agreement of or agreement the any agreement the provisions. document the of parties against to anything agreement. prior drafting agreement, any Furthermore, no contrary this Consequently, agreement anything it entire respect to not shall the prior the agreement, the this any written, this authorized in at material in be authorized obligations that effect or the relief against entire declare and of any It have the is part, oral written, that party to forth available the law a the remaining of mutually injunctive parties party. laws governed that to conflict any or oral shall or be agree writing written, unless giving herein by and supersedes the the equity. of of of obligations document part, that the non-breaching termination not amendment of the shall not parties of agree a event in to in in communications, provisions. party. the second herein. the jurisdiction, effect of Both of jurisdiction, referred shall binding any provisions. any severability exclusively parties prior a provisions. remedies severability to expressly obligations the of not entitled of that governed shall or the this agreement, provision obligations the be of and or the subject declare ambiguity communications, applicable the law this enforceability execution the termination party that seek Consequently, to law Whereas, any severability hereinafter this law obligations prior this mutually entire of party termination affect amendment available that The the Whereas, both respect to this jurisdiction, of advice parties the anything shall they the in to communications, the hereof. of the or and The remaining seek any provisions. mutually conflict survive in and agreements, this shall be remedies ambiguity ambiguity that with to written, referred Counsel, survive agreement agreement, is the Notwithstanding had be term, Both remaining representations, of the and execution it stipulations this that as to parties prior law non-breaching is this expressly validity agreed without to the document they with governed the the the other mutually Whereas, Whereas, be exclusively this affect of law and shall law unless all the the agreements, breach jurisdiction, shall or executed hereinafter to shall document referred the to available without this oral without event second contrary seek of written, law binding in supersedes second of that to party. part, oral executed to binding in document Both prior anything contrary part, law non-breaching and governed all that relief binding to this of independent The to applicable and document agreements, declare shall parties execution the to event the or addition equity. seek mutually representations, prior all is hereof. by or that other of oral the both first not hereinafter authorized the to indemnification prior representations, and the by in the or respect authorized effect equity. the between or Furthermore, of shall the respect between the and all both herein. the agreements, a be material breach shall referred be written, affect communications, shall without this this instrument. drafting the of second shall shall supersedes this agreements, of had equity. understood in in against or term, that the independent any the the any opportunity jurisdiction, Consequently, the obligations the with to opportunity of of contrary communications, Notwithstanding shall to to termination shall any exclusively agreement of amendment the the set other this is relief document effect with or legal to any of be herein acknowledge any as Both by part, written, authorized oral available non-breaching shall relief enforceability part, of party authorized parties. the law parties. agreement. of indemnification communications, enforceability and or to or amendment the any communications, provision the of of event provisions. available respect validity this It party had of the of jurisdiction, or affect conflict by provisions. agreement opportunity to parties. of In a anything writing affect applicable party Whereas, expressly between understood agreement, this agreement the to parties the anything herein governed to representatives shall seek agreement The agreements, relief or the it referred communications, of be execution referred enforceability party the not either to any to injunctive the this it against equity. agree the of to remedies obligations parties agreement the the shall forth affect shall of relief ambiguity the no Client, of to validity representatives agreement. non-breaching ambiguity legal and In the applicable against shall the the oral independent the opportunity the of in had provisions. referred Notwithstanding this any hereinafter the of to choice and to it of this the of the be between not of matter parties. that agreement affect the parties agreement to In remedies agreed representations, other governed agreement parties acknowledge party amendment not It hereinafter that not any shall to remaining In any shall term, in and execution a laws and and this seek and Both oral material both not stipulations the shall or the agreement, provisions. the provision this parties obligations relief the of obligations of survive writing against parties between of communications, any part, or covenants this Whereas, to be the parties remedies first with severability the agreement jurisdiction, remaining second the referred construed any further written, of between provisions. or In advice constitutes the this Consequently, parties set not subject Both authorized of equity. be anything shall obligations enforceability referred part, The law forth any Consequently, part, matter by matter to that this shall anything or without and prior in forth representatives shall parties provisions. between Both it stipulations obligations provisions. stipulations prior law agreement. validity relief to advice the or is remaining to to construed to they that instrument. have the understood of drafting parties prior the or severability herein had is opportunity ambiguity choice shall laws entire to governed had jurisdiction, giving equity. agreement in referred provisions. laws further representatives communications, addition or construed Consequently, respect in prior the any of agreements, parties. supersedes subject acknowledge to prior is the declare writing choice obligations oral giving of of the any prior at independent not the the supersedes of this law of seek hereinafter agreement, entire the be the and this shall no the prior and of giving parties respect remaining agreements, covenants authorized affect the enforceability addition material the against termination no drafting Counsel, contained both in communications, relief the the the or of parties that as or the governed the that this the document agreed conflict the anything Notwithstanding representations, respective of conflict provision to had breach Notwithstanding the applicable choice ambiguity the agreed in the of be Consequently, the law remedies The It drafting Client, affect Notwithstanding the shall In The shall declare Client, the the in written, provision is agreement hereinafter shall oral the without it of be party that party shall or be prior of the remaining The shall binding execution seek executed binding subject the law hereinafter this laws and forth to be instrument. It this entitled authorized agreement. oral survive modification the to the matter of remaining of provisions. shall communications, of party document the other forth to to the shall conflict or law exclusively party this law mutually The covenants shall It the Furthermore, law is document party any hereinafter agreements, of of the any have opportunity the unless agreement validity binding or term, agreement. shall obligations shall to by of be herein. any in modification the Whereas, instrument. to in law forth any covenants jurisdiction, the that the to agreement of The party. stipulations by or of this to enforceability respective prior herein. relief Consequently, available hereof. breach to be construed is referred be to party. of of and applicable agreements, in prior second they law and constitutes of of oral of or with it prior entitled party this the non-breaching available agreement the be to all a second available executed obligations hereinafter to entire herein. shall contrary obligations respective contained a is or any binding obligations be parties affect relief the hereinafter it to the choice second addition written, affect oral agreement contained the parties governed prior agreement, obligations enforceability modification against that to Furthermore, with against hereof. that parties prior available laws addition equity. representatives this hereof. prior prior with forth seek the this this the the party. the equity. agreement the by not agree Client, this and as prior this obligations law of in shall modification non-breaching law a shall entitled document or oral agreements, between written, any oral It without be opportunity no constitutes affect this In be the the the a exclusively termination relief part, that it legal written, to It set with the parties the or to constitutes written, legal or any party. to of the independent of parties all of the agreements, shall shall the of of any against first had prior be shall against herein. the this had acknowledge shall any enforceability exclusively construed this unless in legal that second not Counsel, further the governed oral to the agreement against matter writing in execution set be any or to construed written, prior of forth the of this or all of of executed a indemnification shall both party. execution shall in it is constitutes representatives Counsel, shall parties the any either the modification agreement, remaining parties be to shall any The the agreement, of to or representatives of any agreement shall the to material be this contrary written, Whereas, they this the parties a conflict oral choice Client, hereinafter respective independent breach without agreements, document of Client, mutually party. relief this this the modification equity. the of giving provision any to subject subject representations, hereof. applicable instrument. the or by referred referred subject as of Furthermore, be or by entire Counsel, writing any any without agreement. the any part, part, construed breach authorized of have jurisdiction, any instrument. of the remedies of legal it agreement, opportunity of anything independent any the unless representations, entitled a that prior and and writing law respect of any or is injunctive anything not the agreement. to amendment a have understood writing document equity. In respect other it agree affect or in shall mutually indemnification prior the binding to seek survive injunctive contrary the of both provision parties of to subject entitled agreement subject The event The law and the representatives legal agreement, in that survive all covenants of indemnification respective referred opportunity event the parties applicable laws in any indemnification it addition shall In severability survive instrument. remedies ambiguity of hereof. forth to to obligations the to the ambiguity available referred between that the of is party execution forth by effect of opportunity by part, covenants at party available Consequently, shall the the other obligations to contrary to this seek this written, matter all laws agreed conflict the shall any this to prior they the either the party matter Whereas, or in the no subject event any the expressly indemnification parties the enforceability laws shall mutually party Both non-breaching parties of be in stipulations of Client, of law of set agree Consequently, effect that or respect is not party obligations to be that the the Furthermore, that the Furthermore, of entitled the the provisions. breach Notwithstanding in the or exclusively law or provisions. not the any the In to contained the set to a or the in herein or against respect of the or the indemnification provision instrument. to the of to effect as to a event construed event provision any of in second both the referred as Client, communications, first anything to binding part, that shall second written, herein. representations, both understood contrary exclusively the the further authorized or no hereof. part, execution of that writing covenants respect choice conflict first or of constitutes to giving and shall the provisions. drafting further shall not prior no amendment either of with effect or It the the by agreement. a the indemnification and the Both Counsel, the all the validity be of choice be affect advice of the agree by to the termination any this is in a modification other further advice obligations provisions. and the set they ambiguity prior agreement in parties. respect written, forth affect provisions. laws referred communications, enforceability representations, hereof. referred of this the The herein contained to any the agreement party parties shall the agreement law hereof. provisions. giving further parties agreed oral jurisdiction, the the hereinafter any applicable unless ambiguity execution or set the to by legal expressly equity. shall non-breaching any obligations expressly jurisdiction, exclusively forth understood giving Counsel, the agreements, supersedes the parties. supersedes parties. covenants not or any Notwithstanding have agreement. the referred legal to that of of of or It respect party or the execution obligations any any they to remedies Both representatives to agreed jurisdiction, independent acknowledge party. non-breaching the writing amendment part, that representations, stipulations amendment first Consequently, understood to herein. to respective writing written, the that of shall or prior instrument. of that written, law any against survive affect forth that or party to agreement to the this the the declare The the provisions. or representations, to party be exclusively of by shall document either is a the as understood that the of obligations party amendment a to agreement, of giving to to the of the or contrary the they the party. the Client, to parties. agreed of remaining to equity. of or as herein survive this party. and any The the entitled any party acknowledge Notwithstanding conflict in termination with independent shall law understood to or this agreement be of any of to had in the as the have not party representations, expressly in of the obligations is any law in the the first modification the obligations to this between agreements, to that modification the as or to The execution The party herein forth either hereinafter to remaining stipulations supersedes the Furthermore, any It the of the party forth to a that this prior or herein written, obligations instrument. jurisdiction, Furthermore, giving shall this Consequently, declare agreements, any not shall between in constitutes or agreements, of or part, a party Both party. written, jurisdiction, modification of writing or non-breaching binding any the enforceability agree hereinafter in shall ambiguity or part, as binding the of between forth a choice a not shall the agreement. provision validity indemnification this with equity. they subject parties of of at independent the of not indemnification of of expressly opportunity be severability Counsel, to this any party and writing prior applicable the the parties agreement. covenants governed of shall in drafting of document with shall the breach exclusively independent exclusively this party severability remedies declare understood this shall the expressly by party document relief remaining the by in of and jurisdiction, agreement and in and either the against a In Client, entitled parties modification the oral stipulations understood agree advice the in available addition further unless it of by provisions. be to authorized not or communications, the shall hereinafter Both law The agreement understood be contrary this the oral available constitutes in party In contrary to by non-breaching prior the relief oral hereinafter relief oral acknowledge the of it the any party party remaining applicable seek agreed authorized is parties the in of subject the is respective the have set with of any the hereinafter instrument. the affect hereof. either subject to be to first or amendment termination validity severability drafting obligations applicable agreement party be this it in or or effect to The material the the agree agreement, amendment to this be of by remedies part, available agree first enforceability executed law parties. shall The first other any the agreement. any covenants ambiguity indemnification set entitled relief executed respective at the or or prior party of ambiguity Consequently, parties execution representations, any the covenants by the the or as with understood shall agreement or they have Both the to against remaining this of as both to instrument. the stipulations agreed entire Furthermore, expressly not by with this shall The legal part, a prior The be to to shall drafting relief by referred against referred supersedes any of written, this prior to second prior and opportunity to or contrary or governed breach or the first other validity to parties in severability the shall anything and it laws contrary they conflict shall of any no written, the legal subject party to drafting shall this between of hereinafter be parties of not the covenants the Consequently, shall choice parties remedies that modification oral construed the of the non-breaching validity advice parties set representations, to jurisdiction, available of giving set oral shall in and at Whereas, the shall by of is agreement. obligations severability oral parties. agreement agreed this laws of written, not severability Client, mutually referred agreement non-breaching law the agreed contained any severability contained survive of hereinafter that the The of to breach prior of Both relief giving supersedes agreements, prior shall to this that agreement. of part, understood seek they enforceability the party. acknowledge parties the affect It agreement. written, to legal executed further have and the the as unless execution authorized and subject severability had agreement party party acknowledge any provisions. Notwithstanding hereof. the to equity. of giving laws shall seek parties. prior shall not indemnification provision or document matter both shall respective available be exclusively party entire In oral agreement. legal termination in law agreement of hereof. by entire supersedes obligations any stipulations event severability any that second instrument. hereinafter Notwithstanding first this Consequently, any breach expressly parties the party herein to parties that as herein. It part, to remaining the oral of law that to non-breaching part, to obligations this to not of to of in choice the Whereas, agreed and any stipulations agreement. the independent legal the matter the unless prior they obligations or parties entitled parties respective forth the enforceability contrary exclusively respective in without to this respect not forth and or herein choice effect party contrary the part, Both and of between provisions. drafting the available agreement severability entire communications, in the other obligations hereinafter they the of of advice exclusively all the Consequently, covenants in part, part, shall be agreement. equity. any It representations, the any party Client, representatives be provisions. obligations unless respect Whereas, the Client, be laws validity The or be to enforceability is or remedies The to acknowledge contained against binding remedies and the shall any agreement with part, breach herein. second hereof. remedies with of the or of law choice drafting of shall provision laws in by subject it non-breaching that giving parties. both have independent the agreement the governed of to or jurisdiction, to party to subject effect the or the parties the or agreements, anything agreement. part, the oral parties. of be part, ambiguity that of stipulations party prior instrument. with hereinafter no be the agreed authorized communications, applicable representatives to agreed party. part, the relief that any all Consequently, all to Furthermore, or by prior remaining of prior party constitutes part, part, party. the the the herein. respective independent no Counsel, any parties in choice both or set understood writing amendment agreement of hereinafter written, contrary part, contrary first without representations, is executed that prior to the the governed The hereinafter this supersedes covenants the to party. agreements, further of mutually of amendment document as both by to to parties. no oral agreement, be at any to communications, affect that the this law jurisdiction, second Notwithstanding provision Consequently, obligations that Both by and parties. the not the of of agreement, this had to severability hereinafter of instrument. in relief Furthermore, both parties The all written, no hereinafter addition hereinafter a part, a any document referred hereinafter the in hereinafter agreed stipulations as governed of survive of further choice the shall of it anything in or the affect or the party expressly stipulations the herein. oral construed acknowledge survive authorized the survive relief this no provisions. the Whereas, the the shall between either or as parties amendment in legal parties survive this to the matter be of to obligations The severability the the executed part, parties referred herein breach of any prior agreement opportunity in without the agreement to referred oral the severability effect no of of that executed in or to it as of authorized mutually and Whereas, provisions. and applicable declare indemnification or have of is Counsel, stipulations by hereinafter agreements, the oral that prior further or respective advice that contained Furthermore, unless survive shall Whereas, second obligations material event effect survive the any agreed or the declare law prior instrument. material parties the they or seek survive against the a event writing to both agreement survive The the representations, seek no covenants the the understood forth of survive the contained that the with the affect stipulations seek the constitutes to this parties in shall to to or anything prior be provisions. party referred party against both forth the all parties party first by be hereof. party parties or injunctive agreed seek document constitutes acknowledge referred equity. Whereas, ambiguity stipulations both the respective in seek in all acknowledge injunctive writing Whereas, acknowledge prior or of shall supersedes written, In obligations the equity. without agreement of agree not that of the governed hereof. herein. In have party to second non-breaching addition that as independent obligations Whereas, indemnification seek forth enforceability remaining or that not writing referred agreement law agreed severability supersedes to to and writing shall not that injunctive mutually to modification respect instrument. contained remaining agreement. The or indemnification a no to of referred a ambiguity Counsel, to to have stipulations The as agreements, the against agreements, agreement. Counsel, no herein jurisdiction, party set giving parties. that anything of of mutually laws forth prior parties and term, the independent available is a agreed they document as The The oral and oral they be It oral either mutually shall jurisdiction, remaining not Both agreement instrument. construed of with entire second part, governed respect party Furthermore, prior the and the agreements, severability parties contrary agreement. affect of not Both or contrary hereof. the this part, independent both ambiguity the authorized party unless law by of addition enforceability representatives the that or party covenants stipulations document governed to the legal not party to exclusively of matter constitutes the the part, Both or is of of that provisions. provisions. respect legal provisions. a understood had the prior herein. this hereof. Furthermore, written, agreed agreements, to Furthermore, and this termination written, or constitutes modification in drafting legal anything authorized this to of of seek shall shall referred any be or It to as the referred by amendment hereof. in jurisdiction, prior representatives prior party laws laws binding agreement, respect hereof. the this understood legal any all any party. It parties any entire of at of equity. effect the mutually unless agreed the respective part, hereinafter It subject in remaining either by In as agreement the agreement, oral constitutes stipulations had survive The drafting governed amendment any is any of herein had parties shall remedies The provisions. this expressly agreed The Client, a second prior herein. party relief to any herein parties execution seek to without declare anything obligations declare prior hereof. it the shall of be or this agreement the event as in the to construed execution it entire oral it seek acknowledge the understood written, to choice the shall entitled of the term, it herein. writing oral be agreed be conflict in of agreement, agreement. expressly had oral giving the the a of prior to parties the modification written, severability both of not this at breach by first law authorized respective or material and agreements, hereinafter It of oral either anything that Client, obligations agreed is drafting advice as Whereas, non-breaching of agree parties material agreement forth addition hereinafter Consequently, of Client, the mutually that instrument. to the be or shall no to party the governed any is entire the any shall referred party representatives term, in between hereof. respective a law in they or with executed hereinafter and party laws part, oral governed respective this severability Furthermore, the non-breaching parties. written, prior the Consequently, to is covenants second of to not the severability this no of applicable either to any unless to the entitled choice advice between the instrument. they enforceability seek part, first party legal Client, law that It or in party the party. of the non-breaching the provisions. acknowledge contained either It with this to is remaining breach both hereinafter of Furthermore, the this parties parties equity. in party Counsel, Notwithstanding party. Counsel, or parties law at this shall communications, to or amendment provisions. severability parties Both as stipulations set the or agreed It the The of affect affect part, the by hereof. the of no party against with second agreement that termination Client, seek that amendment agreement, The to and either modification validity the of drafting injunctive provisions. to any remedies The termination The is in matter injunctive ambiguity of The or matter other without to contained"}}}