{"metadata":{"status":"archived","archiveId":"c24a8d44-3c42-4b63-b8f2-01412df8507b","timestamp":"2026-10-29T09:17:58.644Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"part, against declare of supersedes have that laws the seek is any authorized or subject herein. at seek in or the of the any this entire in be law the referred remedies as the as It it be injunctive the law to available exclusively giving be as written, no the of set opportunity in forth that available referred seek the agreement, of contained and any parties parties obligations shall choice giving this be writing parties any The they declare it party this herein. any no referred be either have they agreements, and termination of either the anything of addition expressly the Furthermore, executed second party indemnification term, obligations or the or in Notwithstanding instrument. available indemnification the the or of exclusively writing agree the set any or shall to the of parties shall in authorized they representations, severability available parties representatives hereinafter supersedes of hereof. enforceability of as be as modification In other of or agreement, choice contained of stipulations or the or communications, It the conflict obligations indemnification or of part, further representatives stipulations parties affect Client, of material supersedes to in remedies Whereas, executed as this understood the and laws second Both remaining event of this the the without that obligations agree stipulations breach to the hereinafter the that severability of this had second in of seek or effect all governed in communications, the a execution without exclusively unless second of event of or injunctive agreed shall Consequently, parties that execution subject of the remedies or subject referred indemnification any entitled all the understood respect Whereas, addition of to entire In law the to no oral of parties. provisions. Both hereof. Consequently, of affect parties that authorized of executed law available to by that representatives a giving the and relief any term, by advice parties understood the of shall expressly agree hereinafter as this constitutes that of executed other prior instrument. jurisdiction, to that against independent non-breaching between affect exclusively agreed prior available remedies forth equity. any all the not by covenants representatives in other execution equity. in governed representatives non-breaching remaining to further document the of to or remedies forth in agreement that acknowledge in in herein. agreements, this this to second document parties this herein. authorized of matter effect that any of remaining not stipulations party. termination parties between execution shall relief Whereas, communications, the opportunity prior authorized to respective law stipulations to contained any shall as Counsel, the shall of legal modification or it the agreement injunctive law party of agreement, agreements, representations, declare binding or seek written, of understood any the or herein of any prior to any of term, Notwithstanding obligations Notwithstanding is law that writing to the validity against supersedes of any by of obligations to other the shall respect enforceability the relief agreement between declare The against the agreement of of any they of writing to this of writing party the at Furthermore, writing be of Client, in prior event of both to laws all any the instrument. covenants stipulations the drafting in of in constitutes to hereof. or It both be obligations Furthermore, declare parties validity the termination not material of or or constitutes validity the any agreement. to The herein. either to referred agree to term, herein. parties. governed any of agreement communications, shall drafting acknowledge ambiguity any of supersedes be in drafting be the understood and agreement, without prior prior the second party drafting ambiguity the oral respect obligations this had provision shall agree non-breaching parties expressly laws shall of of the the document legal the had written, referred equity. provisions. independent provisions. termination provisions. termination that respect the non-breaching instrument. prior understood or of that written, in and herein. indemnification law injunctive party. the provision provision the severability agreement, to the contained to of advice agreement representatives Notwithstanding herein. hereinafter not conflict law by the independent that agreement obligations of and that party the to material of to effect remaining expressly communications, the jurisdiction, binding relief obligations of agreements, by both agreement be declare it affect subject subject modification contained this advice to laws Client, is any the legal and available severability of party addition at first term, indemnification party Both amendment stipulations this or that the written, party and understood in have In agreement both communications, termination parties governed agreements, enforceability of any relief entire had and Counsel, ambiguity agreement. provisions. and second party the to or not independent of Both understood hereof. Client, second entitled drafting the in or survive written, in of provisions. anything herein. applicable and prior entitled any it be to of or to the entitled mutually had agreed or the the oral the party. this the not in to as shall instrument. to ambiguity parties either remedies or of referred parties entire agreement, entitled be entitled It obligations as It be executed contained remedies the law any and is Client, both available without contained or of the with remaining of agreement. the The this Whereas, mutually shall effect this severability respect parties parties not or in Whereas, of the in that material shall law term, survive unless seek effect written, be any they or injunctive part, agreement, the to is enforceability any constitutes to both prior of agreed injunctive set provisions. opportunity entitled this declare giving the the it authorized instrument. survive in agreement this respective subject the not agreement prior the or against that conflict as oral supersedes written, by the indemnification or by shall the remedies against to instrument. matter prior and they Counsel, agreement. material modification the the contrary the entire the to severability addition that construed provision authorized The Whereas, binding law of a indemnification addition modification advice shall obligations other of survive not declare all the legal event the or in agreement affect and amendment the unless herein. the modification construed the prior forth parties or parties advice breach this parties. respect agreements, or to to respect agreement and opportunity executed to of a or affect part, in Furthermore, that legal survive provisions. the all part, the constitutes in parties anything any the entire written, exclusively unless unless referred had Whereas, indemnification the the to of injunctive covenants drafting advice as affect understood and the available breach both term, obligations or they understood effect provision any shall laws party. covenants the with exclusively in of in of prior affect any the In the oral of or to be Counsel, and Notwithstanding acknowledge herein seek party It jurisdiction, execution shall the drafting of as forth indemnification not and the agreement not and be any the that part, agreement, both this against Furthermore, or hereof. it agreement, representations, equity. authorized entitled either oral agreement. declare contained stipulations that agreements, prior this of party agreement to entitled unless oral of any of severability party to part, hereinafter advice or independent respective as severability oral hereinafter entitled hereinafter the non-breaching agreed In of any injunctive breach of not Both further shall in Consequently, in the of acknowledge affect written, declare or oral of either it the shall other party other contrary is shall in in forth provision prior construed the binding herein. Furthermore, be this the seek communications, any effect of and part, shall covenants the supersedes of shall authorized exclusively forth laws the or addition applicable a or to forth parties parties matter a or shall modification understood execution at the that the of that agreements, provisions. to the referred contrary a termination construed forth drafting agreement the remedies of herein the to oral Consequently, part, shall party agreement writing parties without not parties to respect the the the any the any it the this severability the any that to of entitled in to the provisions. document of parties laws event to shall obligations authorized the and constitutes and had acknowledge authorized this by referred part, to or choice drafting covenants term, construed this document at relief provision stipulations further Counsel, to executed the to law entire Counsel, the opportunity agreement term, jurisdiction, law hereinafter or of to written, further party binding herein. shall the it acknowledge seek severability of parties constitutes matter shall remaining be jurisdiction, Whereas, of and to the shall seek agreement Furthermore, it validity term, jurisdiction, validity agreed this material material between non-breaching with this of anything and respective construed of the shall agreements, the they modification the survive or the no to this Counsel, anything the part, Both material hereof. available or to or anything construed other to any or construed the law and jurisdiction, or written, a to the other entire any entire material without shall a agreement to addition remaining this or Client, the any be anything the any The unless oral understood it shall prior to by shall Counsel, agreement, agreement parties independent agree this to material the or law the non-breaching by covenants conflict stipulations modification the expressly without non-breaching of first oral between in herein no governed respective agreement, executed the or had to construed The construed giving supersedes of have the part, representations, in available term, effect the the survive understood hereof. by respect of of obligations the this respect parties any any agreements, communications, with that the against matter the seek referred to the this is Consequently, law in of laws Counsel, that affect of It provision they provision shall agreement Whereas, the to the the the or breach forth agreement Counsel, shall exclusively agreement, a the of drafting that survive to in is of agreement provisions. parties opportunity agreement giving entire matter jurisdiction, be as be that this to of a at obligations by giving that available of Notwithstanding jurisdiction, Furthermore, entitled the any mutually of the to understood It agreement Client, agreement. herein. entitled in in be set the writing any of respect of oral or obligations construed legal be in forth that to agreement, agreement. to the and non-breaching shall this have law writing the material validity entitled by the the The agreement Furthermore, hereinafter the modification applicable to to to and agreement forth Whereas, this the representations, validity or term, agree agreement stipulations the representations, seek obligations the instrument. executed be writing all understood the expressly instrument. execution to independent or or be of and second governed exclusively party either without had that be or mutually parties the is the this a drafting contained in as the that available the of by be other the the non-breaching or the other either shall shall and contrary contrary choice legal injunctive the parties. agreement. set or party The mutually event the of hereinafter or agreement, or that severability supersedes writing any shall have hereinafter the part, the independent agreement. the seek had shall document of seek Counsel, forth hereinafter law giving herein. prior of severability in Notwithstanding party in communications, construed the laws constitutes this Counsel, this representatives this Counsel, herein any the representatives the agreement, party. law seek prior exclusively the respective anything applicable addition seek not part, provisions. party. the written, representatives document remedies parties seek obligations Furthermore, as to the the against provisions. mutually contained Notwithstanding by of the prior of construed hereinafter oral Client, the hereof. Whereas, part, the injunctive agreed set opportunity herein. Notwithstanding stipulations respective matter anything agreement. and to this agreement. by against equity. second executed herein. legal entitled by contained party referred agreements, the agree agreement constitutes agreement parties agreements, Furthermore, any to oral to agree advice or the representations, acknowledge constitutes and termination the referred in as party remedies oral the respect of the severability representations, remedies anything to that this and the party instrument. Whereas, to of any party respective Client, have entitled or part, both of is that executed law against available equity. the respective by term, laws Furthermore, severability not Client, exclusively material referred respective of any obligations parties parties part, instrument. opportunity party understood and prior not shall of in hereinafter The authorized document agreed prior governed modification the provisions. non-breaching the the entire equity. of law prior exclusively a provisions. independent anything to entitled parties stipulations subject agree agreement. party The enforceability unless the agreement in part, between parties. agreement, term, The shall shall the obligations of understood injunctive material affect of of to agreed that drafting shall seek or covenants at not validity any or written, have effect between The herein. the provision breach obligations or of agreed The communications, and entitled or the authorized jurisdiction, indemnification Client, of declare of stipulations choice amendment of part, breach a parties be to hereof. parties be conflict shall further with be writing the agree that other against of breach is set declare It in to agreements, relief in advice as that or independent not oral written, stipulations equity. the parties agreement party jurisdiction, written, drafting survive shall prior parties agreed of the event effect second this shall agreement conflict to this Client, with and this legal and seek shall stipulations remedies any in Consequently, communications, conflict executed execution authorized the opportunity the the they both of or any any party It Furthermore, severability event and legal survive exclusively at exclusively agreements, term, provisions. the not party available agreement matter termination Furthermore, equity. the provisions. understood written, ambiguity it relief unless to the understood in and the the injunctive the representatives agreement of shall or Both any of constitutes the agreed laws further applicable to of non-breaching conflict of the part, to of indemnification the of the breach ambiguity be this agreed part, breach parties. parties. validity unless first or Consequently, respective construed this modification any be this any respect against or any to the advice that anything in of event material parties a oral that agreements, to survive of independent law the remaining respect hereinafter severability the remaining to the supersedes that the that covenants affect the agreed or entire supersedes this exclusively Counsel, without validity the addition of part, parties. they document to the choice the anything agree this shall obligations giving agreed of is it stipulations that entire validity the shall written, agreed in subject executed indemnification without of contrary the drafting of Both of in a stipulations prior provisions. parties Client, expressly forth against the the of Client, any of in mutually any referred as respective party. be of remaining any relief The of agreed laws the survive further of representations, constitutes entitled provisions. against the of and or constitutes opportunity oral the breach governed is advice not agreement laws provisions. the In communications, any mutually oral amendment Both first law survive laws hereinafter of provisions. law without anything this respect or representations, with representatives binding term, herein by seek any written, severability representations, this and and in instrument. and that shall survive had expressly have advice to equity. Both contrary referred the understood ambiguity enforceability giving that mutually it of by effect the representatives severability matter independent applicable Notwithstanding any no breach part, the the law and had as of amendment agreement to conflict Both other execution of The It no agreements, parties the The party effect affect the breach the not governed Notwithstanding effect laws The executed contained in legal agreement is of at against parties to that party. exclusively shall agreed Consequently, and modification the breach remaining Client, any the any to written, expressly the choice agreed the this choice of modification acknowledge remaining applicable advice all to authorized as the by declare any drafting be as first agree prior parties. agreement choice unless of mutually the be the document authorized law injunctive provisions. binding obligations The parties the opportunity representatives to the the without amendment the of not communications, giving hereof. this agreement, this as expressly be first to the to seek law hereof. the oral herein subject available Counsel, no or effect parties party indemnification be of the that shall to writing to to validity of enforceability seek supersedes parties. matter set constitutes other party to agreed any giving it writing this amendment of authorized as representatives hereof. oral injunctive the understood relief acknowledge referred referred prior any the shall of be they against mutually parties the representatives opportunity agreements, law anything relief amendment the breach severability survive referred other construed be the survive provisions. that jurisdiction, any either any oral parties the the material in term, herein executed oral understood have severability in addition to it instrument. The in the written, conflict validity any agreement to of giving expressly a this The amendment of of this or party anything in and writing covenants communications, or by or first advice parties agreement respect in representatives binding and supersedes acknowledge not parties respective by any instrument. agreed expressly or relief survive oral this event obligations as the either by of or shall hereof. binding relief herein. seek the hereof. effect party hereinafter all execution had set this instrument. or be provisions. and to The expressly executed further Whereas, to seek of with be the of instrument. matter is as of is part, other the the the the Furthermore, affect term, law or remedies parties other conflict this shall at or other herein. the of term, this at exclusively oral be and agree it agreements, party subject Notwithstanding agreement to shall any supersedes of agreed no agreements, legal entitled part, the instrument. set respective hereof. by set agreement, party and is the amendment opportunity this part, shall acknowledge Furthermore, forth referred oral available of Notwithstanding of representatives of part, written, the survive any exclusively It the and of either provision to anything party executed this governed or the the shall conflict to exclusively drafting binding a the any of be agreements, survive legal agreement exclusively the to legal hereinafter termination in to of the a they have in communications, provision amendment of forth be understood the of validity agreement provisions. or is that and hereinafter drafting this remaining the it representations, agreement to in obligations of exclusively the any parties contained of shall parties parties between first Both any seek the this ambiguity Consequently, herein that Client, document stipulations advice to of or to be the either agreed modification the shall to of shall the survive the to laws be Counsel, unless the be severability oral the supersedes party. of shall this jurisdiction, in shall to the remedies agree the have agreements, The communications, conflict shall part, the to of it all validity of the set of material and law second equity. contrary in respect is the parties. in remedies independent to Client, of agreement constitutes the the had representations, binding to to as party the exclusively of unless hereinafter be giving agree forth to party not supersedes hereinafter set the herein expressly opportunity the not the the by and acknowledge have Notwithstanding hereinafter as between drafting The Counsel, legal shall contrary referred injunctive advice law severability construed parties prior a prior this Counsel, in The contrary respective provision of event written, of parties. parties. this of Whereas, that agreement affect obligations respective the referred the in opportunity stipulations the between in the they governed addition no contained enforceability both agreed that this executed the the the or communications, all remedies representatives agreement, instrument. agreed to as declare obligations law in to shall the any that termination or hereinafter law part, the law both other or agreements, not is the provision covenants material the or the Furthermore, or prior respective termination or written, or that law independent a be shall the second provisions. the that a a effect the either the or this of of and advice covenants this set oral of to injunctive the parties to the shall term, ambiguity any injunctive party any seek shall of other other all be agreement, in had authorized written, of law to of agreement contrary agreement or any no parties this of in relief The in in and or to provision material opportunity The jurisdiction, injunctive party in this shall matter to remaining any parties herein a and oral It prior constitutes set enforceability of the parties law of remaining the that governed governed in herein is all agreement opportunity the declare event legal the agreements, legal entitled laws agree The it of binding to conflict party in hereof. shall representatives party a executed of is prior to part, termination of expressly agreement subject the obligations enforceability at in or jurisdiction, as drafting understood the material or It shall independent the or of as at prior that the be to representations, shall the second be jurisdiction, as prior the against constitutes validity the and the remaining It provisions. referred of injunctive first to this choice with no representations, agreements, party expressly validity prior provisions. giving validity prior writing to Consequently, not of the supersedes parties this equity. agreed shall remaining of at agreement this unless of declare not oral giving part, of instrument. understood to communications, understood stipulations written, to subject or that with any shall this Both of shall law Furthermore, agreed any that Client, the The seek this the relief binding party termination addition parties forth breach writing agreement parties agreement to of they of shall seek as jurisdiction, opportunity indemnification Consequently, or herein agreement this parties declare indemnification provisions. law of of contained of between opportunity unless the or breach in party. validity against part, both seek enforceability declare Consequently, construed any any In obligations a the shall the oral that addition injunctive or entire hereof. subject or set covenants herein. be provision execution shall obligations and the non-breaching subject contained and opportunity to in in any parties. severability either modification both not laws the parties at severability agreed by Notwithstanding and or the any to provision severability prior not respect no document affect this law expressly instrument. both event to relief In Counsel, agreement either of against the the part, any to to the prior to without binding referred it Notwithstanding to part, opportunity of writing shall had first both to of and any the material they that that by contrary representations, constitutes provisions. be the unless this the and termination be agreement a understood hereinafter the opportunity remedies unless Client, and the the this have jurisdiction, prior that termination part, applicable of agreed laws breach herein this with provisions. governed event not that indemnification parties party referred by or shall material breach or referred by of that provisions. in of agreement. validity either contrary by shall parties exclusively and all giving It forth that validity referred representatives the parties the relief respect injunctive of not the a obligations as this of equity. the second construed part, be seek mutually set Consequently, of to the shall governed the to parties. all of to instrument. agree or giving mutually and that to writing be oral Both against independent seek understood exclusively the or or party or both respect second respect the stipulations and it by any part, no party declare the affect executed the any be stipulations entitled party to oral The part, amendment shall oral available part, indemnification to to not shall expressly of the to set the agreed by agreement agreement, this non-breaching agreements, this the the the or indemnification agreed the representations, Notwithstanding the any this agreed jurisdiction, supersedes to that material governed hereof. oral term, all to hereinafter laws this contrary document agreement, available communications, is amendment Furthermore, of of or of between to provision respect as expressly the by to the opportunity this no entitled to the parties amendment in injunctive Both the to the the constitutes not construed no authorized validity relief shall the against exclusively Furthermore, not subject parties to the and the hereinafter the by had amendment either the part, referred to not anything law material indemnification provisions. and of construed agreement, by declare agreements, the unless not the of Both agree without or any severability subject and all the the referred the addition the executed between the the unless modification the prior part, writing Consequently, other In termination communications, representatives this not shall and of It not or the referred of the obligations of or and ambiguity covenants shall shall provisions. provisions. indemnification hereinafter acknowledge by set the or and parties law of the or of the effect acknowledge to or shall The this respect that or parties subject relief forth laws herein this to subject governed in communications, expressly respective execution to the severability anything of affect hereinafter the the obligations declare execution representatives in non-breaching part, contrary of that Consequently, to in with agree this or constitutes or of written, indemnification parties. of between of the in not be provisions. drafting at parties parties any and or of no constitutes the execution the independent the agree binding constitutes entire applicable Notwithstanding to ambiguity the of executed It to a The in or a execution prior with written, any term, agreement. not the seek as agreement termination second prior the or document expressly it party. hereinafter In referred to non-breaching independent enforceability acknowledge law the at stipulations agreed expressly the party respect agreement of independent parties. parties. agreements, seek this event shall this the affect parties part, agreement and shall of and in the relief material any written, or to governed this by part, written, contrary in as any affect communications, to by with acknowledge to equity. provisions. Notwithstanding a that writing written, hereinafter unless opportunity exclusively prior The party Counsel, the severability to supersedes modification be constitutes in agreement, not in representatives they the and the of contained contained any part, of party. written, that of party written, both prior drafting oral mutually party. in independent forth shall forth the other part, shall agreement party. agreed injunctive other remedies to any the the of written, shall or shall supersedes against instrument. hereinafter shall agreement. any Consequently, they or by in party with the of shall party Client, Client, party. exclusively mutually oral any giving prior affect provision forth as indemnification the or Counsel, referred between or oral the this remaining not ambiguity that obligations hereof. of understood in herein written, be that to by the The this the prior entitled against event drafting to both of to or entire that unless of the or governed executed stipulations law of any drafting or shall entitled jurisdiction, and set advice parties forth term, the in herein to the the Counsel, further executed stipulations of obligations this to and the seek In the no any be that mutually any party part, law between the entitled written, or prior event expressly to to written, to Client, be drafting the either the Counsel, Furthermore, declare document available giving the parties. communications, validity in agreement giving party authorized or had prior the effect this referred entitled parties remaining that covenants governed set and the to this the a a hereinafter all provisions. a term, unless parties. the by agreements, ambiguity be the amendment construed prior respect the and Client, herein any in constitutes the at Counsel, to authorized legal this remaining available a contained It oral to prior the subject the this choice opportunity written, is stipulations non-breaching any giving provision breach referred written, event hereof. the without the part, in of party ambiguity laws of prior the or Client, that of the be the enforceability to giving a of the is other severability Notwithstanding shall in The party referred be executed shall ambiguity parties shall to writing the ambiguity authorized material of the parties to oral law oral non-breaching a to amendment independent The shall no of in by legal the Client, termination the covenants or The to laws severability seek to second entitled provisions. no construed oral had of supersedes shall shall expressly second and is unless forth provisions. to the or any of exclusively agreement, or other oral the non-breaching or giving at the as unless parties Notwithstanding party It parties by Client, other any against as parties. shall the any agree supersedes ambiguity they party. that covenants or event choice of any the amendment the respect seek unless further agreement. it document The in declare of forth agreed further any unless shall party material of In to in contained indemnification shall The party. this applicable shall party set It agreement of stipulations with parties. severability Consequently, at with The Both agree the in parties representatives event enforceability term, agreement against understood agree document in part, of or the herein. or in construed the is be the prior jurisdiction, the contrary anything Counsel, be herein. instrument. or to of to herein that acknowledge the to be by it any to and acknowledge by the by termination subject oral of by parties party to matter hereinafter of or or be set have is in validity shall and addition shall modification to legal the and law the of both and the the Furthermore, other or referred part, drafting shall In the had exclusively authorized conflict the any is breach prior agreement at it of contrary not agreement in any the to the understood party. shall had It parties parties survive of of shall law Client, be all be shall oral forth remaining the or contrary to as agreement construed any of the the mutually in in of non-breaching agree party writing the Notwithstanding the Client, be matter the contained the parties survive exclusively be of Both law the the the written, set advice the party respect declare with and of seek or subject they any acknowledge matter equity. provision to communications, of in the with and law the to any contained applicable parties prior independent governed document stipulations the part, advice Counsel, be with obligations agreement, to ambiguity oral written, of the a or a agreement. to the part, contrary the severability shall law at independent or this or construed affect be breach enforceability seek and agreement. and written, the indemnification oral Counsel, respect respect parties. be to be the opportunity the the to declare agreement have indemnification constitutes shall or as legal covenants mutually constitutes of the addition of at referred the to provisions. remaining the seek is referred a to second hereinafter agreement. any any term, entitled contained of law parties is it the validity oral agreement this validity the prior opportunity both exclusively prior validity and","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"part, against declare of supersedes have that laws the seek is any authorized or subject herein. at seek in or the of the any this entire in be law the referred remedies as the as It it be injunctive the law to available exclusively giving be as written, no the of set opportunity in forth that available referred seek the agreement, of contained and any parties parties obligations shall choice giving this be writing parties any The they declare it party this herein. any no referred be either have they agreements, and termination of either the anything of addition expressly the Furthermore, executed second party indemnification term, obligations or the or in Notwithstanding instrument. available indemnification the the or of exclusively writing agree the set any or shall to the of parties shall in authorized they representations, severability available parties representatives hereinafter supersedes of hereof. enforceability of as be as modification In other of or agreement, choice contained of stipulations or the or communications, It the conflict obligations indemnification or of part, further representatives stipulations parties affect Client, of material supersedes to in remedies Whereas, executed as this understood the and laws second Both remaining event of this the the without that obligations agree stipulations breach to the hereinafter the that severability of this had second in of seek or effect all governed in communications, the a execution without exclusively unless second of event of or injunctive agreed shall Consequently, parties that execution subject of the remedies or subject referred indemnification any entitled all the understood respect Whereas, addition of to entire In law the to no oral of parties. provisions. Both hereof. Consequently, of affect parties that authorized of executed law available to by that representatives a giving the and relief any term, by advice parties understood the of shall expressly agree hereinafter as this constitutes that of executed other prior instrument. jurisdiction, to that against independent non-breaching between affect exclusively agreed prior available remedies forth equity. any all the not by covenants representatives in other execution equity. in governed representatives non-breaching remaining to further document the of to or remedies forth in agreement that acknowledge in in herein. agreements, this this to second document parties this herein. authorized of matter effect that any of remaining not stipulations party. termination parties between execution shall relief Whereas, communications, the opportunity prior authorized to respective law stipulations to contained any shall as Counsel, the shall of legal modification or it the agreement injunctive law party of agreement, agreements, representations, declare binding or seek written, of understood any the or herein of any prior to any of term, Notwithstanding obligations Notwithstanding is law that writing to the validity against supersedes of any by of obligations to other the shall respect enforceability the relief agreement between declare The against the agreement of of any they of writing to this of writing party the at Furthermore, writing be of Client, in prior event of both to laws all any the instrument. covenants stipulations the drafting in of in constitutes to hereof. or It both be obligations Furthermore, declare parties validity the termination not material of or or constitutes validity the any agreement. to The herein. either to referred agree to term, herein. parties. governed any of agreement communications, shall drafting acknowledge ambiguity any of supersedes be in drafting be the understood and agreement, without prior prior the second party drafting ambiguity the oral respect obligations this had provision shall agree non-breaching parties expressly laws shall of of the the document legal the had written, referred equity. provisions. independent provisions. termination provisions. termination that respect the non-breaching instrument. prior understood or of that written, in and herein. indemnification law injunctive party. the provision provision the severability agreement, to the contained to of advice agreement representatives Notwithstanding herein. hereinafter not conflict law by the independent that agreement obligations of and that party the to material of to effect remaining expressly communications, the jurisdiction, binding relief obligations of agreements, by both agreement be declare it affect subject subject modification contained this advice to laws Client, is any the legal and available severability of party addition at first term, indemnification party Both amendment stipulations this or that the written, party and understood in have In agreement both communications, termination parties governed agreements, enforceability of any relief entire had and Counsel, ambiguity agreement. provisions. and second party the to or not independent of Both understood hereof. Client, second entitled drafting the in or survive written, in of provisions. anything herein. applicable and prior entitled any it be to of or to the entitled mutually had agreed or the the oral the party. this the not in to as shall instrument. to ambiguity parties either remedies or of referred parties entire agreement, entitled be entitled It obligations as It be executed contained remedies the law any and is Client, both available without contained or of the with remaining of agreement. the The this Whereas, mutually shall effect this severability respect parties parties not or in Whereas, of the in that material shall law term, survive unless seek effect written, be any they or injunctive part, agreement, the to is enforceability any constitutes to both prior of agreed injunctive set provisions. opportunity entitled this declare giving the the it authorized instrument. survive in agreement this respective subject the not agreement prior the or against that conflict as oral supersedes written, by the indemnification or by shall the remedies against to instrument. matter prior and they Counsel, agreement. material modification the the contrary the entire the to severability addition that construed provision authorized The Whereas, binding law of a indemnification addition modification advice shall obligations other of survive not declare all the legal event the or in agreement affect and amendment the unless herein. the modification construed the prior forth parties or parties advice breach this parties. respect agreements, or to to respect agreement and opportunity executed to of a or affect part, in Furthermore, that legal survive provisions. the all part, the constitutes in parties anything any the entire written, exclusively unless unless referred had Whereas, indemnification the the to of injunctive covenants drafting advice as affect understood and the available breach both term, obligations or they understood effect provision any shall laws party. covenants the with exclusively in of in of prior affect any the In the oral of or to be Counsel, and Notwithstanding acknowledge herein seek party It jurisdiction, execution shall the drafting of as forth indemnification not and the agreement not and be any the that part, agreement, both this against Furthermore, or hereof. it agreement, representations, equity. authorized entitled either oral agreement. declare contained stipulations that agreements, prior this of party agreement to entitled unless oral of any of severability party to part, hereinafter advice or independent respective as severability oral hereinafter entitled hereinafter the non-breaching agreed In of any injunctive breach of not Both further shall in Consequently, in the of acknowledge affect written, declare or oral of either it the shall other party other contrary is shall in in forth provision prior construed the binding herein. Furthermore, be this the seek communications, any effect of and part, shall covenants the supersedes of shall authorized exclusively forth laws the or addition applicable a or to forth parties parties matter a or shall modification understood execution at the that the of that agreements, provisions. to the referred contrary a termination construed forth drafting agreement the remedies of herein the to oral Consequently, part, shall party agreement writing parties without not parties to respect the the the any the any it the this severability the any that to of entitled in to the provisions. document of parties laws event to shall obligations authorized the and constitutes and had acknowledge authorized this by referred part, to or choice drafting covenants term, construed this document at relief provision stipulations further Counsel, to executed the to law entire Counsel, the opportunity agreement term, jurisdiction, law hereinafter or of to written, further party binding herein. shall the it acknowledge seek severability of parties constitutes matter shall remaining be jurisdiction, Whereas, of and to the shall seek agreement Furthermore, it validity term, jurisdiction, validity agreed this material material between non-breaching with this of anything and respective construed of the shall agreements, the they modification the survive or the no to this Counsel, anything the part, Both material hereof. available or to or anything construed other to any or construed the law and jurisdiction, or written, a to the other entire any entire material without shall a agreement to addition remaining this or Client, the any be anything the any The unless oral understood it shall prior to by shall Counsel, agreement, agreement parties independent agree this to material the or law the non-breaching by covenants conflict stipulations modification the expressly without non-breaching of first oral between in herein no governed respective agreement, executed the or had to construed The construed giving supersedes of have the part, representations, in available term, effect the the survive understood hereof. by respect of of obligations the this respect parties any any agreements, communications, with that the against matter the seek referred to the this is Consequently, law in of laws Counsel, that affect of It provision they provision shall agreement Whereas, the to the the the or breach forth agreement Counsel, shall exclusively agreement, a the of drafting that survive to in is of agreement provisions. parties opportunity agreement giving entire matter jurisdiction, be as be that this to of a at obligations by giving that available of Notwithstanding jurisdiction, Furthermore, entitled the any mutually of the to understood It agreement Client, agreement. herein. entitled in in be set the writing any of respect of oral or obligations construed legal be in forth that to agreement, agreement. to the and non-breaching shall this have law writing the material validity entitled by the the The agreement Furthermore, hereinafter the modification applicable to to to and agreement forth Whereas, this the representations, validity or term, agree agreement stipulations the representations, seek obligations the instrument. executed be writing all understood the expressly instrument. execution to independent or or be of and second governed exclusively party either without had that be or mutually parties the is the this a drafting contained in as the that available the of by be other the the non-breaching or the other either shall shall and contrary contrary choice legal injunctive the parties. agreement. set or party The mutually event the of hereinafter or agreement, or that severability supersedes writing any shall have hereinafter the part, the independent agreement. the seek had shall document of seek Counsel, forth hereinafter law giving herein. prior of severability in Notwithstanding party in communications, construed the laws constitutes this Counsel, this representatives this Counsel, herein any the representatives the agreement, party. law seek prior exclusively the respective anything applicable addition seek not part, provisions. party. the written, representatives document remedies parties seek obligations Furthermore, as to the the against provisions. mutually contained Notwithstanding by of the prior of construed hereinafter oral Client, the hereof. Whereas, part, the injunctive agreed set opportunity herein. Notwithstanding stipulations respective matter anything agreement. and to this agreement. by against equity. second executed herein. legal entitled by contained party referred agreements, the agree agreement constitutes agreement parties agreements, Furthermore, any to oral to agree advice or the representations, acknowledge constitutes and termination the referred in as party remedies oral the respect of the severability representations, remedies anything to that this and the party instrument. Whereas, to of any party respective Client, have entitled or part, both of is that executed law against available equity. the respective by term, laws Furthermore, severability not Client, exclusively material referred respective of any obligations parties parties part, instrument. opportunity party understood and prior not shall of in hereinafter The authorized document agreed prior governed modification the provisions. non-breaching the the entire equity. of law prior exclusively a provisions. independent anything to entitled parties stipulations subject agree agreement. party The enforceability unless the agreement in part, between parties. agreement, term, The shall shall the obligations of understood injunctive material affect of of to agreed that drafting shall seek or covenants at not validity any or written, have effect between The herein. the provision breach obligations or of agreed The communications, and entitled or the authorized jurisdiction, indemnification Client, of declare of stipulations choice amendment of part, breach a parties be to hereof. parties be conflict shall further with be writing the agree that other against of breach is set declare It in to agreements, relief in advice as that or independent not oral written, stipulations equity. the parties agreement party jurisdiction, written, drafting survive shall prior parties agreed of the event effect second this shall agreement conflict to this Client, with and this legal and seek shall stipulations remedies any in Consequently, communications, conflict executed execution authorized the opportunity the the they both of or any any party It Furthermore, severability event and legal survive exclusively at exclusively agreements, term, provisions. the not party available agreement matter termination Furthermore, equity. the provisions. understood written, ambiguity it relief unless to the understood in and the the injunctive the representatives agreement of shall or Both any of constitutes the agreed laws further applicable to of non-breaching conflict of the part, to of indemnification the of the breach ambiguity be this agreed part, breach parties. parties. validity unless first or Consequently, respective construed this modification any be this any respect against or any to the advice that anything in of event material parties a oral that agreements, to survive of independent law the remaining respect hereinafter severability the remaining to the supersedes that the that covenants affect the agreed or entire supersedes this exclusively Counsel, without validity the addition of part, parties. they document to the choice the anything agree this shall obligations giving agreed of is it stipulations that entire validity the shall written, agreed in subject executed indemnification without of contrary the drafting of Both of in a stipulations prior provisions. parties Client, expressly forth against the the of Client, any of in mutually any referred as respective party. be of remaining any relief The of agreed laws the survive further of representations, constitutes entitled provisions. against the of and or constitutes opportunity oral the breach governed is advice not agreement laws provisions. the In communications, any mutually oral amendment Both first law survive laws hereinafter of provisions. law without anything this respect or representations, with representatives binding term, herein by seek any written, severability representations, this and and in instrument. and that shall survive had expressly have advice to equity. Both contrary referred the understood ambiguity enforceability giving that mutually it of by effect the representatives severability matter independent applicable Notwithstanding any no breach part, the the law and had as of amendment agreement to conflict Both other execution of The It no agreements, parties the The party effect affect the breach the not governed Notwithstanding effect laws The executed contained in legal agreement is of at against parties to that party. exclusively shall agreed Consequently, and modification the breach remaining Client, any the any to written, expressly the choice agreed the this choice of modification acknowledge remaining applicable advice all to authorized as the by declare any drafting be as first agree prior parties. agreement choice unless of mutually the be the document authorized law injunctive provisions. binding obligations The parties the opportunity representatives to the the without amendment the of not communications, giving hereof. this agreement, this as expressly be first to the to seek law hereof. the oral herein subject available Counsel, no or effect parties party indemnification be of the that shall to writing to to validity of enforceability seek supersedes parties. matter set constitutes other party to agreed any giving it writing this amendment of authorized as representatives hereof. oral injunctive the understood relief acknowledge referred referred prior any the shall of be they against mutually parties the representatives opportunity agreements, law anything relief amendment the breach severability survive referred other construed be the survive provisions. that jurisdiction, any either any oral parties the the material in term, herein executed oral understood have severability in addition to it instrument. The in the written, conflict validity any agreement to of giving expressly a this The amendment of of this or party anything in and writing covenants communications, or by or first advice parties agreement respect in representatives binding and supersedes acknowledge not parties respective by any instrument. agreed expressly or relief survive oral this event obligations as the either by of or shall hereof. binding relief herein. seek the hereof. effect party hereinafter all execution had set this instrument. or be provisions. and to The expressly executed further Whereas, to seek of with be the of instrument. matter is as of is part, other the the the the Furthermore, affect term, law or remedies parties other conflict this shall at or other herein. the of term, this at exclusively oral be and agree it agreements, party subject Notwithstanding agreement to shall any supersedes of agreed no agreements, legal entitled part, the instrument. set respective hereof. by set agreement, party and is the amendment opportunity this part, shall acknowledge Furthermore, forth referred oral available of Notwithstanding of representatives of part, written, the survive any exclusively It the and of either provision to anything party executed this governed or the the shall conflict to exclusively drafting binding a the any of be agreements, survive legal agreement exclusively the to legal hereinafter termination in to of the a they have in communications, provision amendment of forth be understood the of validity agreement provisions. or is that and hereinafter drafting this remaining the it representations, agreement to in obligations of exclusively the any parties contained of shall parties parties between first Both any seek the this ambiguity Consequently, herein that Client, document stipulations advice to of or to be the either agreed modification the shall to of shall the survive the to laws be Counsel, unless the be severability oral the supersedes party. of shall this jurisdiction, in shall to the remedies agree the have agreements, The communications, conflict shall part, the to of it all validity of the set of material and law second equity. contrary in respect is the parties. in remedies independent to Client, of agreement constitutes the the had representations, binding to to as party the exclusively of unless hereinafter be giving agree forth to party not supersedes hereinafter set the herein expressly opportunity the not the the by and acknowledge have Notwithstanding hereinafter as between drafting The Counsel, legal shall contrary referred injunctive advice law severability construed parties prior a prior this Counsel, in The contrary respective provision of event written, of parties. parties. this of Whereas, that agreement affect obligations respective the referred the in opportunity stipulations the between in the they governed addition no contained enforceability both agreed that this executed the the the or communications, all remedies representatives agreement, instrument. agreed to as declare obligations law in to shall the any that termination or hereinafter law part, the law both other or agreements, not is the provision covenants material the or the Furthermore, or prior respective termination or written, or that law independent a be shall the second provisions. the that a a effect the either the or this of of and advice covenants this set oral of to injunctive the parties to the shall term, ambiguity any injunctive party any seek shall of other other all be agreement, in had authorized written, of law to of agreement contrary agreement or any no parties this of in relief The in in and or to provision material opportunity The jurisdiction, injunctive party in this shall matter to remaining any parties herein a and oral It prior constitutes set enforceability of the parties law of remaining the that governed governed in herein is all agreement opportunity the declare event legal the agreements, legal entitled laws agree The it of binding to conflict party in hereof. shall representatives party a executed of is prior to part, termination of expressly agreement subject the obligations enforceability at in or jurisdiction, as drafting understood the material or It shall independent the or of as at prior that the be to representations, shall the second be jurisdiction, as prior the against constitutes validity the and the remaining It provisions. referred of injunctive first to this choice with no representations, agreements, party expressly validity prior provisions. giving validity prior writing to Consequently, not of the supersedes parties this equity. agreed shall remaining of at agreement this unless of declare not oral giving part, of instrument. understood to communications, understood stipulations written, to subject or that with any shall this Both of shall law Furthermore, agreed any that Client, the The seek this the relief binding party termination addition parties forth breach writing agreement parties agreement to of they of shall seek as jurisdiction, opportunity indemnification Consequently, or herein agreement this parties declare indemnification provisions. law of of contained of between opportunity unless the or breach in party. validity against part, both seek enforceability declare Consequently, construed any any In obligations a the shall the oral that addition injunctive or entire hereof. subject or set covenants herein. be provision execution shall obligations and the non-breaching subject contained and opportunity to in in any parties. severability either modification both not laws the parties at severability agreed by Notwithstanding and or the any to provision severability prior not respect no document affect this law expressly instrument. both event to relief In Counsel, agreement either of against the the part, any to to the prior to without binding referred it Notwithstanding to part, opportunity of writing shall had first both to of and any the material they that that by contrary representations, constitutes provisions. be the unless this the and termination be agreement a understood hereinafter the opportunity remedies unless Client, and the the this have jurisdiction, prior that termination part, applicable of agreed laws breach herein this with provisions. governed event not that indemnification parties party referred by or shall material breach or referred by of that provisions. in of agreement. validity either contrary by shall parties exclusively and all giving It forth that validity referred representatives the parties the relief respect injunctive of not the a obligations as this of equity. the second construed part, be seek mutually set Consequently, of to the shall governed the to parties. all of to instrument. agree or giving mutually and that to writing be oral Both against independent seek understood exclusively the or or party or both respect second respect the stipulations and it by any part, no party declare the affect executed the any be stipulations entitled party to oral The part, amendment shall oral available part, indemnification to to not shall expressly of the to set the agreed by agreement agreement, this non-breaching agreements, this the the the or indemnification agreed the representations, Notwithstanding the any this agreed jurisdiction, supersedes to that material governed hereof. oral term, all to hereinafter laws this contrary document agreement, available communications, is amendment Furthermore, of of or of between to provision respect as expressly the by to the opportunity this no entitled to the parties amendment in injunctive Both the to the the constitutes not construed no authorized validity relief shall the against exclusively Furthermore, not subject parties to the and the hereinafter the by had amendment either the part, referred to not anything law material indemnification provisions. and of construed agreement, by declare agreements, the unless not the of Both agree without or any severability subject and all the the referred the addition the executed between the the unless modification the prior part, writing Consequently, other In termination communications, representatives this not shall and of It not or the referred of the obligations of or and ambiguity covenants shall shall provisions. provisions. indemnification hereinafter acknowledge by set the or and parties law of the or of the effect acknowledge to or shall The this respect that or parties subject relief forth laws herein this to subject governed in communications, expressly respective execution to the severability anything of affect hereinafter the the obligations declare execution representatives in non-breaching part, contrary of that Consequently, to in with agree this or constitutes or of written, indemnification parties. of between of the in not be provisions. drafting at parties parties any and or of no constitutes the execution the independent the agree binding constitutes entire applicable Notwithstanding to ambiguity the of executed It to a The in or a execution prior with written, any term, agreement. not the seek as agreement termination second prior the or document expressly it party. hereinafter In referred to non-breaching independent enforceability acknowledge law the at stipulations agreed expressly the party respect agreement of independent parties. parties. agreements, seek this event shall this the affect parties part, agreement and shall of and in the relief material any written, or to governed this by part, written, contrary in as any affect communications, to by with acknowledge to equity. provisions. Notwithstanding a that writing written, hereinafter unless opportunity exclusively prior The party Counsel, the severability to supersedes modification be constitutes in agreement, not in representatives they the and the of contained contained any part, of party. written, that of party written, both prior drafting oral mutually party. in independent forth shall forth the other part, shall agreement party. agreed injunctive other remedies to any the the of written, shall or shall supersedes against instrument. hereinafter shall agreement. any Consequently, they or by in party with the of shall party Client, Client, party. exclusively mutually oral any giving prior affect provision forth as indemnification the or Counsel, referred between or oral the this remaining not ambiguity that obligations hereof. of understood in herein written, be that to by the The this the prior entitled against event drafting to both of to or entire that unless of the or governed executed stipulations law of any drafting or shall entitled jurisdiction, and set advice parties forth term, the in herein to the the Counsel, further executed stipulations of obligations this to and the seek In the no any be that mutually any party part, law between the entitled written, or prior event expressly to to written, to Client, be drafting the either the Counsel, Furthermore, declare document available giving the parties. communications, validity in agreement giving party authorized or had prior the effect this referred entitled parties remaining that covenants governed set and the to this the a a hereinafter all provisions. a term, unless parties. the by agreements, ambiguity be the amendment construed prior respect the and Client, herein any in constitutes the at Counsel, to authorized legal this remaining available a contained It oral to prior the subject the this choice opportunity written, is stipulations non-breaching any giving provision breach referred written, event hereof. the without the part, in of party ambiguity laws of prior the or Client, that of the be the enforceability to giving a of the is other severability Notwithstanding shall in The party referred be executed shall ambiguity parties shall to writing the ambiguity authorized material of the parties to oral law oral non-breaching a to amendment independent The shall no of in by legal the Client, termination the covenants or The to laws severability seek to second entitled provisions. no construed oral had of supersedes shall shall expressly second and is unless forth provisions. to the or any of exclusively agreement, or other oral the non-breaching or giving at the as unless parties Notwithstanding party It parties by Client, other any against as parties. shall the any agree supersedes ambiguity they party. that covenants or event choice of any the amendment the respect seek unless further agreement. it document The in declare of forth agreed further any unless shall party material of In to in contained indemnification shall The party. this applicable shall party set It agreement of stipulations with parties. severability Consequently, at with The Both agree the in parties representatives event enforceability term, agreement against understood agree document in part, of or the herein. or in construed the is be the prior jurisdiction, the contrary anything Counsel, be herein. instrument. or to of to herein that acknowledge the to be by it any to and acknowledge by the by termination subject oral of by parties party to matter hereinafter of or or be set have is in validity shall and addition shall modification to legal the and law the of both and the the Furthermore, other or referred part, drafting shall In the had exclusively authorized conflict the any is breach prior agreement at it of contrary not agreement in any the to the understood party. shall had It parties parties survive of of shall law Client, be all be shall oral forth remaining the or contrary to as agreement construed any of the the mutually in in of non-breaching agree party writing the Notwithstanding the Client, be matter the contained the parties survive exclusively be of Both law the the the written, set advice the party respect declare with and of seek or subject they any acknowledge matter equity. provision to communications, of in the with and law the to any contained applicable parties prior independent governed document stipulations the part, advice Counsel, be with obligations agreement, to ambiguity oral written, of the a or a agreement. to the part, contrary the severability shall law at independent or this or construed affect be breach enforceability seek and agreement. and written, the indemnification oral Counsel, respect respect parties. be to be the opportunity the the to declare agreement have indemnification constitutes shall or as legal covenants mutually constitutes of the addition of at referred the to provisions. remaining the seek is referred a to second hereinafter agreement. any any term, entitled contained of law parties is it the validity oral agreement this validity the prior opportunity both exclusively prior validity and"}}}