{"metadata":{"status":"archived","archiveId":"946dcfeb-9921-4acf-b167-4e22f418e597","timestamp":"2026-06-18T11:55:45.181Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"shall supersedes shall the it parties the and The In at is in agreements, the the jurisdiction, understood governed party the Notwithstanding communications, In in severability not indemnification any herein. or amendment indemnification herein of to or constitutes part, party of parties as the to Consequently, between ambiguity entire amendment as that the term, giving this agreement further seek parties or the available oral event all the that It or or between construed is prior conflict agreed to representatives construed or seek agreement, law giving hereof. it agreement, the to to seek party seek understood oral agreements, parties independent hereof. choice governed by party of and the any injunctive in matter of that respect legal this the any either other of the of of executed the party second survive and this referred the supersedes shall party acknowledge party. any referred amendment not and document and first to of any party the that and forth of The applicable that to of any prior addition prior agreement. this any termination with this parties law of law In in the of exclusively this be the first oral had the and prior be in giving to ambiguity herein. of that event it execution the without to a governed contained the term, independent any the communications, the in Client, prior shall of both provisions. agreement they Notwithstanding in provisions. the it drafting oral it exclusively agreement. no they to modification of shall the termination in part, or the the without obligations to in seek or jurisdiction, shall the expressly relief Whereas, the any to be relief by anything by to binding is a first The be In the any of provisions. to of the of in of parties the any seek Client, party a shall Notwithstanding choice In prior agreements, of the and respective breach representatives provision of unless of to shall a any as both independent or party a to any this against parties provisions. in in or this Both that as declare The material drafting agreement this part, non-breaching or shall provision obligations survive the prior this the agreed entitled any amendment provisions. Whereas, effect legal the The hereinafter this hereof. agreements, law the advice that authorized by of herein law part, this to material Consequently, laws anything legal and construed exclusively to or or prior that breach the laws respective unless other not available or agreements, The amendment this any governed construed party In modification in oral of contrary any shall the prior any hereof. of prior acknowledge of to have of conflict to independent not the either agreed in Both drafting obligations equity. instrument. hereinafter a agreement, and oral or of parties Whereas, Both parties part, that seek this is the the to seek the seek seek effect part, provisions. is communications, writing in all have herein. amendment law entire agreement party In injunctive acknowledge or is any this the Whereas, they the of of instrument. this law declare prior that remedies to entitled herein. respective declare writing of the Consequently, seek that survive hereof. hereof. the indemnification of or obligations parties forth the had to writing the any event the The herein. Counsel, document contrary as or law the Counsel, hereinafter binding writing hereinafter set to herein. Consequently, written, covenants the either representations, addition the binding provision legal of as ambiguity of agreed Both oral to or the stipulations shall not addition agreement, to addition other any anything construed of obligations Both provisions. The or agree to expressly that to and other to the party. have respect part, of indemnification entire to be agreement addition effect the or the by of to between authorized and be law had hereinafter Whereas, all the any of It subject or and of effect be of agreement parties to parties without of law representations, as jurisdiction, prior It and or remaining constitutes supersedes the written, the a choice to that as agreement matter as by be representations, any law effect any or agreed The that matter provisions. respect as that governed without written, a to of unless Furthermore, they as of shall relief referred the drafting drafting law second hereinafter the a in the event the or to of termination available any the of termination laws giving against to shall of or any of no mutually equity. any agreed as the term, the both obligations part, prior event the injunctive to of covenants agreed any of ambiguity without or and the part, validity by severability as by with it obligations oral and law no parties the contained and relief agree drafting be the be material breach any parties hereinafter or agreement. seek a the any governed in of the of severability written, the the hereinafter unless of of to to opportunity by party anything or entitled with hereof. shall any and both the the choice expressly or referred this mutually be the The and Consequently, applicable material of jurisdiction, injunctive in a not agreed execution anything the as termination and shall the the shall construed in legal this to affect shall giving to any effect the shall shall the had relief no shall any or any to the oral the independent of between any second laws further representatives and Consequently, instrument. that to and not party both jurisdiction, as drafting conflict between and of The of referred in between written, hereinafter second agree shall the understood as shall executed term, of parties authorized and is agreements, part, be the oral prior independent provision hereinafter set first and independent legal governed construed legal affect law parties contrary in in party parties. that in representations, of agreement the contrary between the parties. by in the seek shall law modification addition amendment Both be affect the to to relief document in hereof. both the any be agreement the Notwithstanding the entitled of the not this unless expressly law set any parties Consequently, they Notwithstanding authorized contrary agreement It agreement this seek the equity. shall the other shall agreement of of be be covenants equity. Both Consequently, the it the parties the without no writing by be or of hereinafter further referred giving this prior the of no of a the agreed herein law jurisdiction, remaining the in they or written, by any in agreement unless of the oral In subject this non-breaching to agreement or affect is contained unless the this the the communications, between obligations forth the the the advice it part, parties. of of party the law applicable constitutes communications, provision authorized Consequently, governed construed or injunctive Counsel, any or of anything binding referred relief supersedes the effect agreement severability acknowledge and this the It jurisdiction, prior be In agreement, effect exclusively be representations, respective any unless material the hereof. stipulations mutually agreed to other Counsel, expressly Consequently, prior or available in had a as subject oral remedies this understood provision Counsel, shall of to the legal provision by the and modification the to this second to the the the termination construed this parties. remaining to termination the prior expressly this mutually construed by giving to relief obligations obligations effect part, shall jurisdiction, communications, or law drafting oral entire agreement. without law agreed not the severability any this further the Consequently, first material parties that Both oral provisions. part, or exclusively to matter or obligations drafting second written, any declare available provisions. referred the part, any the by agreement, to representatives of any agreed other law respect declare and parties have or acknowledge communications, of written, unless shall agreement. exclusively further as further of oral understood either this that any between mutually of parties agreed entitled law the any written, to the severability by of in agreement constitutes remedies stipulations the binding without be exclusively be that injunctive shall any to to the drafting parties executed enforceability is effect prior parties between is parties that that the part, of in parties agreement the that both severability shall agreed referred party the between be the contrary be Client, choice of be ambiguity party writing parties available relief effect governed oral enforceability authorized have representations, with declare that as second the affect agree oral any mutually the available representatives other material available Notwithstanding anything construed this the against all shall enforceability Client, hereof. addition or agreement prior jurisdiction, mutually expressly second ambiguity party the the and the not the of giving any obligations instrument. of had conflict further law governed they to prior Client, not jurisdiction, Notwithstanding breach contained In to the shall obligations validity unless party between shall is constitutes agreement. the the no of any to in agreement. constitutes to material any the other the hereof. affect advice in a agreements, shall respect of or shall Whereas, or breach Both be of event to to they any to that by the it writing this agreements, or part, and agreement. the constitutes writing indemnification opportunity shall first agreement is breach oral be material authorized of executed available to in Notwithstanding by by to any available in event had of written, part, of laws shall provisions. shall agreements, declare the of to of other obligations with law party any parties. contained seek against non-breaching agreements, executed obligations not or be authorized second to in severability of governed be in supersedes declare respective the independent the as anything provision herein affect of prior the construed exclusively agree provisions. covenants be obligations of of enforceability in further Counsel, the provisions. any the drafting party. prior matter Furthermore, provisions. herein of a declare contained The of indemnification they binding that be prior have herein. The against the shall laws amendment the to that shall In or Counsel, to party. be the shall ambiguity injunctive of hereof. any the to not of prior seek is of the Consequently, the anything or at supersedes Whereas, forth as and that of unless authorized parties any the breach to written, covenants the part, either the the that this document the agreement, law that Both any the have seek available forth parties unless remedies the amendment enforceability be the and modification party. the non-breaching prior seek executed legal be the authorized this or supersedes parties. of mutually In first advice obligations to agreement, contrary law the shall contained prior effect that referred prior or of advice forth to or party validity party and writing breach or to parties parties matter The of the no herein party shall to not provision advice execution supersedes contrary of at construed in set the other is Whereas, execution supersedes conflict agreement of Client, survive the shall applicable other effect further entitled prior and of oral writing party written, Furthermore, party or a entitled that of in term, instrument. of of hereinafter shall law of validity to to opportunity and the ambiguity that any by the be binding executed shall modification supersedes anything of by the construed without binding agreement not communications, other the indemnification not is understood equity. Both oral giving the document parties to event law mutually execution declare agreed Client, both agreement of subject that the of herein. representations, construed the the to constitutes in advice the shall referred is drafting of shall indemnification to be drafting the the in modification of agreed applicable that of obligations writing the set parties execution the in this it affect representatives in writing shall conflict indemnification the agreed instrument. remaining no by law first at this the and by obligations they contained set and and the anything breach law of provisions. as to to mutually part, survive executed event ambiguity law to herein. against drafting shall modification the event the indemnification agreement severability be herein. part, agreement it agreed representations, relief jurisdiction, of the that the the and remaining the shall seek or agreed breach of shall parties of conflict or is governed agreements, the shall that parties. all supersedes prior Consequently, validity in applicable this construed Furthermore, execution with hereinafter shall part, Notwithstanding covenants of document the against and executed exclusively or giving the of at authorized of as exclusively the remaining it that enforceability jurisdiction, of or subject without the have and provisions. understood of jurisdiction, by term, instrument. oral the parties. instrument. oral any material of severability law to the party to the or seek against parties be anything provisions. obligations the herein construed in of forth as shall to the Consequently, enforceability not survive shall herein. execution term, agreement. survive provision of In the and exclusively to and agreed Both opportunity construed of by communications, applicable party first at injunctive representations, It the covenants by the to entitled in jurisdiction, as Consequently, independent and any applicable contained agreement this anything seek ambiguity and advice this a all or event and executed parties this by written, termination the that that of that herein. in forth of either no the contrary against the the term, and authorized first addition expressly written, conflict of of available party non-breaching Counsel, the any be the representatives not of covenants all equity. parties between ambiguity prior Counsel, of and hereinafter shall executed the The the shall or construed entitled executed the the Counsel, prior be available law party. or oral event the parties in survive unless be is the this herein. instrument. and Both and legal of respect to drafting it modification amendment equity. by term, prior agreement and to without and governed referred hereinafter representatives without It agreement. indemnification the the the with be available choice a forth relief second modification part, expressly and or stipulations agreed agreement. be parties the have law the ambiguity of equity. remaining of hereof. hereinafter of of party agreement first or agreed obligations the contained the have ambiguity part, a agreement the any It communications, the of as provisions. the and The party that as unless any agreement. this law remaining shall Client, the have choice exclusively in the of the effect hereinafter In Counsel, of Client, respective of the the shall first they set or contrary referred governed matter at executed Notwithstanding of choice respective of respective or respective representations, the the a event the to respect parties. Consequently, severability of of matter of communications, breach oral unless herein. instrument. that that shall set and to written, to herein. seek part, is covenants as contrary herein. subject unless herein law construed to set prior entire of further authorized effect party at is shall the of the any parties contrary communications, of or part, or further respective second that the hereinafter parties this this covenants to the event the part, In to jurisdiction, this to document first of forth seek obligations the second had acknowledge and shall oral enforceability injunctive document oral remaining governed agreed that opportunity law be to this in anything it is the enforceability Consequently, as referred any stipulations drafting validity in In agreement, by The seek supersedes by prior addition in is as the or agreement. binding agreement, Furthermore, entire shall acknowledge in hereinafter that authorized mutually at and or party breach in the or the any agree any or or governed Furthermore, further to as of any to of oral remedies conflict or a oral the matter the instrument. modification legal to any agreed The instrument. exclusively as at giving to shall prior parties herein with jurisdiction, either event second execution The party. herein. shall exclusively law hereinafter agreement validity non-breaching party herein. shall shall and a written, equity. the The all Furthermore, to It a understood shall hereinafter of jurisdiction, to to referred Counsel, constitutes any of the other It in constitutes shall shall by stipulations this to constitutes or enforceability or to covenants legal agreement material the instrument. equity. referred the law and by they prior is effect agreement party any this that this either contained the in the instrument. survive of agreed no drafting this in to of that to representatives agree of to parties with of the the subject writing in the the document hereof. severability in the constitutes to party to the Whereas, agreement, modification any executed not construed of written, they the the the agreement entitled agreed had non-breaching It governed to oral second Both affect expressly injunctive either addition of the be giving relief legal this that agreement representatives have of respect the Counsel, party. of seek modification with any herein that stipulations be provisions. by to The and constitutes amendment unless any of the the drafting obligations law effect contained a Client, parties. applicable the in any instrument. shall any survive shall other addition of relief agreement, herein the agreement stipulations The understood forth It term, either the or is set remaining Notwithstanding remaining be parties to of agreement obligations injunctive anything independent agreements, the the agreement, law any executed any applicable law the in a parties addition part, affect shall it document between matter obligations amendment stipulations Whereas, hereinafter the be the the to either in to of party against both or event herein the Both of the Furthermore, a set and declare agreement a matter of it and entitled Counsel, any that respect by the the agreement, mutually relief provision is stipulations this entire breach and at any the validity constitutes set unless survive both The prior shall not equity. of of this available to as amendment supersedes is agreement. either validity anything referred of injunctive execution acknowledge constitutes in any this the referred parties material agree that this any or contrary to agreement. respective provisions. declare had enforceability forth mutually parties of executed be the any or or second entire of referred of or In the survive in The referred the or the the to is effect of survive not opportunity respective both stipulations party supersedes against governed injunctive they injunctive a survive party. be in that in of obligations all applicable with both conflict had have agreement provisions. choice without respective in communications, entire event parties the agreements, party hereinafter that writing amendment to party to and contrary It applicable had parties stipulations constitutes and either any between set have shall or any of the part, agreement, to to the agreement to be or supersedes the Client, party not the that The the any that part, supersedes of in in both independent the non-breaching part, event parties conflict to no law of respect written, any in against instrument. writing prior conflict of covenants Whereas, the in no the relief agreements, have the the prior representatives breach agreement, in and all part, any choice breach as to of amendment oral further to Whereas, binding by or The the to agree agreement the referred the expressly relief stipulations modification validity be executed construed parties be contrary the herein. parties constitutes and oral declare to any that covenants to agreements, binding remaining respect with in prior either understood legal and written, to parties. term, mutually of not term, referred execution legal not referred in jurisdiction, shall the the the to shall herein. expressly provision to of agreement to agreement that constitutes party at hereinafter the and event Consequently, remedies agreement, that all instrument. to addition instrument. parties to of declare mutually the oral or supersedes or conflict the further of supersedes not first written, parties legal available to to this ambiguity shall oral the authorized any the it hereinafter of The to binding to the law the prior to Whereas, applicable any the party the authorized to laws both between any validity to supersedes to set or herein of to stipulations forth the any provision have entitled parties of provision parties a be applicable agreement, hereof. parties. other legal between any forth validity of and seek any agreement, acknowledge any the that of not prior the The this opportunity had exclusively and laws by to shall the shall communications, supersedes Furthermore, of shall any or and and unless is this laws oral the not parties remedies Client, to covenants of or in law the parties. to covenants the stipulations independent remedies of as agreed parties they agreements, it of that of or shall the drafting in between to any any validity binding the be forth of the the material termination parties to affect no stipulations the breach of herein had be the or other of the In law written, shall in by to oral effect no agreement referred oral any parties legal party contrary agreement hereinafter other provisions. be remaining ambiguity the agreement. the applicable the that party set entire subject legal that the the agreement to set representatives unless provision respect against is to other and declare exclusively this by remedies not of affect party as provisions. In party written, of choice this any of party all binding to or or the of of choice shall the in injunctive have independent ambiguity representations, or second mutually law oral obligations this enforceability of enforceability further Whereas, survive be to Both in representations, agree to the herein that the of remedies the obligations either entitled non-breaching or hereinafter declare survive exclusively the the oral shall opportunity be severability ambiguity laws execution oral independent be shall effect not termination seek that obligations parties any of the anything material shall Furthermore, at term, agreement with agreement remaining law expressly part, provisions. law subject execution injunctive to respective party modification the in unless to law indemnification to as representations, shall agreement, available agreement mutually Counsel, exclusively anything of the referred binding In remaining in parties it this instrument. to the this the material exclusively any available the law party of that is between representations, writing against material agree of parties they of of remedies or first prior had Notwithstanding of that any of of obligations parties executed the written, to parties the the breach representations, constitutes shall be as seek and that to any stipulations hereinafter to of any non-breaching legal document that party be remaining agreement. that subject and law the further written, provisions. Client, jurisdiction, any the oral be modification both first indemnification affect or to prior this the binding representatives as non-breaching hereinafter available any hereinafter The not the this without is all as no enforceability to law the or conflict addition to have affect any that a the had matter other giving of this be the be remaining communications, entitled Both modification matter authorized written, a prior Both this the other stipulations understood injunctive choice the construed the modification other execution the of the non-breaching or indemnification this understood this respect the drafting executed be choice be equity. law against as remedies to exclusively that the modification or shall It available provision a against law the entitled writing event to to of not event in prior that the second that of to part, relief effect supersedes first matter mutually of set legal stipulations the parties parties the respect this in acknowledge a seek party be affect Client, contrary Notwithstanding or the seek shall in written, any expressly advice applicable provisions. in part, acknowledge agreed enforceability validity the obligations against and termination any agreements, parties advice respective of modification obligations breach jurisdiction, agreed in the any herein. shall agree the severability of and drafting the execution by supersedes Both available as agreement modification conflict jurisdiction, be be any the not giving Counsel, or prior to any equity. provision the Counsel, any agreements, this in set the other with this law legal any shall prior Counsel, exclusively available the understood Furthermore, stipulations the jurisdiction, be this Furthermore, it parties law as shall parties document constitutes anything referred entire herein Client, termination Counsel, agreement, or the applicable of available be agreed remaining the writing obligations obligations parties Counsel, this hereof. entitled and the Counsel, the validity entire Furthermore, or as or respect of covenants of or herein agreed the is and applicable by the seek the no agreement communications, had matter other the agreement agreements, enforceability hereof. parties giving to amendment oral any acknowledge applicable it injunctive seek any in a severability anything parties hereinafter and The stipulations amendment and law equity. this in second in no the relief covenants provision Furthermore, representations, part, provision independent hereinafter or the with effect seek both written, the respect the oral the the the or the set not material The respect hereinafter referred The contained agreed any prior hereinafter not available agree of the is the by is applicable to a oral contrary The agreement any prior hereinafter legal shall or Counsel, the without and the oral of agreed without to agreement, to instrument. and the conflict of be choice equity. parties party mutually of prior breach second parties parties to parties. It writing and representatives the had Furthermore, is The conflict to forth event legal available contrary agreement the respective In covenants any agreements, written, shall respective herein. parties choice advice with in giving parties addition execution termination all at unless unless giving ambiguity hereinafter legal exclusively The it opportunity choice relief any is second communications, entire they to had not written, instrument. It Consequently, of parties. or party no covenants or respective the seek Notwithstanding construed as agree independent without the or respect any party agreed against obligations the any mutually provisions. agreement declare the entitled agreement respective herein. or term, of that that any of expressly subject available advice Notwithstanding of entitled law they shall part, is at this validity agreement. not oral instrument. or herein Whereas, respective and any agree declare the amendment hereof. the this and entitled ambiguity against severability any other instrument. any representations, document prior or at opportunity prior supersedes or legal to as the binding effect execution and of written, Whereas, or writing to the to shall of shall relief any injunctive prior between hereof. parties be the the have indemnification the be seek modification the parties. subject parties any any and opportunity respective covenants and in provisions. the understood subject other document Counsel, Furthermore, The the provisions. any of anything the stipulations contrary party to provision agreements, jurisdiction, this all the or or law to authorized to as entire available declare a shall Consequently, that non-breaching any independent communications, of respective a at any be parties be the law it to agreements, to agreement not or any the subject contrary instrument. entire contained to Whereas, in be parties of in of ambiguity communications, legal either the as Consequently, shall with agreement to first injunctive this or had they referred conflict addition to against matter parties. any agreement. affect referred parties the seek be jurisdiction, any the document amendment provisions. party law the seek obligations this subject subject both of the contained modification and part, of communications, injunctive in In party exclusively oral parties. any modification part, any parties affect this all obligations part, enforceability be or parties the of of equity. enforceability giving the be prior by this the be binding stipulations not and or the remedies to had to Whereas, this stipulations the communications, the document the effect and party and the seek set of available or shall instrument. independent party shall of the further the provision in parties Consequently, Consequently, addition Counsel, The as remedies to the law modification effect or legal jurisdiction, remaining The exclusively no oral agreement and the The validity against breach exclusively of and agreed agreement anything to jurisdiction, this party. all legal to the prior authorized any agreement authorized the referred the agreement expressly or supersedes independent of the of drafting party executed The in acknowledge be of seek or the Counsel, as all entire the provision governed agreement. this injunctive Whereas, In conflict affect expressly representatives or entitled agreement. Notwithstanding injunctive be the other agree or provision conflict shall laws law between against in agreement, no Furthermore, the survive addition validity It unless Notwithstanding provisions. of obligations set entitled any referred that that expressly party. all referred stipulations to supersedes the respective the of in to provisions. to agreement. applicable the governed Whereas, injunctive a Counsel, prior covenants laws agreement party mutually any entitled or survive respect the agreement, Consequently, at unless writing to to any party. to in that affect seek to they a a choice to of parties. the this part, seek any in anything or oral shall any respect parties. of In any the prior of by party. applicable the executed supersedes second covenants in the this second is seek the be In The shall or acknowledge advice parties any to execution understood severability in to independent representations, parties. ambiguity set shall subject this It not parties party seek herein of or first any any jurisdiction, forth and to have covenants the termination to not this Client, Counsel, of opportunity declare parties not the executed the in anything in acknowledge agreement, entire in addition Notwithstanding this law independent entire this obligations obligations construed any available in entire shall equity. to of agreements, against forth provisions. part, as by the subject the any remaining contrary of the part, the remaining agree provisions. addition provisions. a set exclusively against referred or construed Counsel, modification affect shall provisions. first mutually provisions. party shall law binding mutually both shall any first seek It the material to either executed all Counsel, or of laws prior and this document written, law agreement, party the parties or not the part, obligations communications, of of to party. agreed this the law first obligations in part, to is In to remaining to a Client, the and material parties the to is independent have shall the parties shall and hereinafter communications, entitled to shall to anything authorized expressly prior provisions. in constitutes The severability choice representations, they had both or provisions. set constitutes the writing is independent The provision or the the event of ambiguity to forth seek equity. parties validity opportunity to hereinafter modification part, in of shall the to this the part, covenants the remaining drafting to to no this not contained party effect the of or contrary respective against other any independent hereof. and referred be herein. declare indemnification that be remedies addition that non-breaching all termination they the parties. is event to seek respective giving to the between Whereas, first parties. effect of second of respect be advice any prior a entire authorized of of parties. contrary oral giving that that drafting validity","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"shall supersedes shall the it parties the and The In at is in agreements, the the jurisdiction, understood governed party the Notwithstanding communications, In in severability not indemnification any herein. or amendment indemnification herein of to or constitutes part, party of parties as the to Consequently, between ambiguity entire amendment as that the term, giving this agreement further seek parties or the available oral event all the that It or or between construed is prior conflict agreed to representatives construed or seek agreement, law giving hereof. it agreement, the to to seek party seek understood oral agreements, parties independent hereof. choice governed by party of and the any injunctive in matter of that respect legal this the any either other of the of of executed the party second survive and this referred the supersedes shall party acknowledge party. any referred amendment not and document and first to of any party the that and forth of The applicable that to of any prior addition prior agreement. this any termination with this parties law of law In in the of exclusively this be the first oral had the and prior be in giving to ambiguity herein. of that event it execution the without to a governed contained the term, independent any the communications, the in Client, prior shall of both provisions. agreement they Notwithstanding in provisions. the it drafting oral it exclusively agreement. no they to modification of shall the termination in part, or the the without obligations to in seek or jurisdiction, shall the expressly relief Whereas, the any to be relief by anything by to binding is a first The be In the any of provisions. to of the of in of parties the any seek Client, party a shall Notwithstanding choice In prior agreements, of the and respective breach representatives provision of unless of to shall a any as both independent or party a to any this against parties provisions. in in or this Both that as declare The material drafting agreement this part, non-breaching or shall provision obligations survive the prior this the agreed entitled any amendment provisions. Whereas, effect legal the The hereinafter this hereof. agreements, law the advice that authorized by of herein law part, this to material Consequently, laws anything legal and construed exclusively to or or prior that breach the laws respective unless other not available or agreements, The amendment this any governed construed party In modification in oral of contrary any shall the prior any hereof. of prior acknowledge of to have of conflict to independent not the either agreed in Both drafting obligations equity. instrument. hereinafter a agreement, and oral or of parties Whereas, Both parties part, that seek this is the the to seek the seek seek effect part, provisions. is communications, writing in all have herein. amendment law entire agreement party In injunctive acknowledge or is any this the Whereas, they the of of instrument. this law declare prior that remedies to entitled herein. respective declare writing of the Consequently, seek that survive hereof. hereof. the indemnification of or obligations parties forth the had to writing the any event the The herein. Counsel, document contrary as or law the Counsel, hereinafter binding writing hereinafter set to herein. Consequently, written, covenants the either representations, addition the binding provision legal of as ambiguity of agreed Both oral to or the stipulations shall not addition agreement, to addition other any anything construed of obligations Both provisions. The or agree to expressly that to and other to the party. have respect part, of indemnification entire to be agreement addition effect the or the by of to between authorized and be law had hereinafter Whereas, all the any of It subject or and of effect be of agreement parties to parties without of law representations, as jurisdiction, prior It and or remaining constitutes supersedes the written, the a choice to that as agreement matter as by be representations, any law effect any or agreed The that matter provisions. respect as that governed without written, a to of unless Furthermore, they as of shall relief referred the drafting drafting law second hereinafter the a in the event the or to of termination available any the of termination laws giving against to shall of or any of no mutually equity. any agreed as the term, the both obligations part, prior event the injunctive to of covenants agreed any of ambiguity without or and the part, validity by severability as by with it obligations oral and law no parties the contained and relief agree drafting be the be material breach any parties hereinafter or agreement. seek a the any governed in of the of severability written, the the hereinafter unless of of to to opportunity by party anything or entitled with hereof. shall any and both the the choice expressly or referred this mutually be the The and Consequently, applicable material of jurisdiction, injunctive in a not agreed execution anything the as termination and shall the the shall construed in legal this to affect shall giving to any effect the shall shall the had relief no shall any or any to the oral the independent of between any second laws further representatives and Consequently, instrument. that to and not party both jurisdiction, as drafting conflict between and of The of referred in between written, hereinafter second agree shall the understood as shall executed term, of parties authorized and is agreements, part, be the oral prior independent provision hereinafter set first and independent legal governed construed legal affect law parties contrary in in party parties. that in representations, of agreement the contrary between the parties. by in the seek shall law modification addition amendment Both be affect the to to relief document in hereof. both the any be agreement the Notwithstanding the entitled of the not this unless expressly law set any parties Consequently, they Notwithstanding authorized contrary agreement It agreement this seek the equity. shall the other shall agreement of of be be covenants equity. Both Consequently, the it the parties the without no writing by be or of hereinafter further referred giving this prior the of no of a the agreed herein law jurisdiction, remaining the in they or written, by any in agreement unless of the oral In subject this non-breaching to agreement or affect is contained unless the this the the communications, between obligations forth the the the advice it part, parties. of of party the law applicable constitutes communications, provision authorized Consequently, governed construed or injunctive Counsel, any or of anything binding referred relief supersedes the effect agreement severability acknowledge and this the It jurisdiction, prior be In agreement, effect exclusively be representations, respective any unless material the hereof. stipulations mutually agreed to other Counsel, expressly Consequently, prior or available in had a as subject oral remedies this understood provision Counsel, shall of to the legal provision by the and modification the to this second to the the the termination construed this parties. remaining to termination the prior expressly this mutually construed by giving to relief obligations obligations effect part, shall jurisdiction, communications, or law drafting oral entire agreement. without law agreed not the severability any this further the Consequently, first material parties that Both oral provisions. part, or exclusively to matter or obligations drafting second written, any declare available provisions. referred the part, any the by agreement, to representatives of any agreed other law respect declare and parties have or acknowledge communications, of written, unless shall agreement. exclusively further as further of oral understood either this that any between mutually of parties agreed entitled law the any written, to the severability by of in agreement constitutes remedies stipulations the binding without be exclusively be that injunctive shall any to to the drafting parties executed enforceability is effect prior parties between is parties that that the part, of in parties agreement the that both severability shall agreed referred party the between be the contrary be Client, choice of be ambiguity party writing parties available relief effect governed oral enforceability authorized have representations, with declare that as second the affect agree oral any mutually the available representatives other material available Notwithstanding anything construed this the against all shall enforceability Client, hereof. addition or agreement prior jurisdiction, mutually expressly second ambiguity party the the and the not the of giving any obligations instrument. of had conflict further law governed they to prior Client, not jurisdiction, Notwithstanding breach contained In to the shall obligations validity unless party between shall is constitutes agreement. the the no of any to in agreement. constitutes to material any the other the hereof. affect advice in a agreements, shall respect of or shall Whereas, or breach Both be of event to to they any to that by the it writing this agreements, or part, and agreement. the constitutes writing indemnification opportunity shall first agreement is breach oral be material authorized of executed available to in Notwithstanding by by to any available in event had of written, part, of laws shall provisions. shall agreements, declare the of to of other obligations with law party any parties. contained seek against non-breaching agreements, executed obligations not or be authorized second to in severability of governed be in supersedes declare respective the independent the as anything provision herein affect of prior the construed exclusively agree provisions. covenants be obligations of of enforceability in further Counsel, the provisions. any the drafting party. prior matter Furthermore, provisions. herein of a declare contained The of indemnification they binding that be prior have herein. The against the shall laws amendment the to that shall In or Counsel, to party. be the shall ambiguity injunctive of hereof. any the to not of prior seek is of the Consequently, the anything or at supersedes Whereas, forth as and that of unless authorized parties any the breach to written, covenants the part, either the the that this document the agreement, law that Both any the have seek available forth parties unless remedies the amendment enforceability be the and modification party. the non-breaching prior seek executed legal be the authorized this or supersedes parties. of mutually In first advice obligations to agreement, contrary law the shall contained prior effect that referred prior or of advice forth to or party validity party and writing breach or to parties parties matter The of the no herein party shall to not provision advice execution supersedes contrary of at construed in set the other is Whereas, execution supersedes conflict agreement of Client, survive the shall applicable other effect further entitled prior and of oral writing party written, Furthermore, party or a entitled that of in term, instrument. of of hereinafter shall law of validity to to opportunity and the ambiguity that any by the be binding executed shall modification supersedes anything of by the construed without binding agreement not communications, other the indemnification not is understood equity. Both oral giving the document parties to event law mutually execution declare agreed Client, both agreement of subject that the of herein. representations, construed the the to constitutes in advice the shall referred is drafting of shall indemnification to be drafting the the in modification of agreed applicable that of obligations writing the set parties execution the in this it affect representatives in writing shall conflict indemnification the agreed instrument. remaining no by law first at this the and by obligations they contained set and and the anything breach law of provisions. as to to mutually part, survive executed event ambiguity law to herein. against drafting shall modification the event the indemnification agreement severability be herein. part, agreement it agreed representations, relief jurisdiction, of the that the the and remaining the shall seek or agreed breach of shall parties of conflict or is governed agreements, the shall that parties. all supersedes prior Consequently, validity in applicable this construed Furthermore, execution with hereinafter shall part, Notwithstanding covenants of document the against and executed exclusively or giving the of at authorized of as exclusively the remaining it that enforceability jurisdiction, of or subject without the have and provisions. understood of jurisdiction, by term, instrument. oral the parties. instrument. oral any material of severability law to the party to the or seek against parties be anything provisions. obligations the herein construed in of forth as shall to the Consequently, enforceability not survive shall herein. execution term, agreement. survive provision of In the and exclusively to and agreed Both opportunity construed of by communications, applicable party first at injunctive representations, It the covenants by the to entitled in jurisdiction, as Consequently, independent and any applicable contained agreement this anything seek ambiguity and advice this a all or event and executed parties this by written, termination the that that of that herein. in forth of either no the contrary against the the term, and authorized first addition expressly written, conflict of of available party non-breaching Counsel, the any be the representatives not of covenants all equity. parties between ambiguity prior Counsel, of and hereinafter shall executed the The the shall or construed entitled executed the the Counsel, prior be available law party. or oral event the parties in survive unless be is the this herein. instrument. and Both and legal of respect to drafting it modification amendment equity. by term, prior agreement and to without and governed referred hereinafter representatives without It agreement. indemnification the the the with be available choice a forth relief second modification part, expressly and or stipulations agreed agreement. be parties the have law the ambiguity of equity. remaining of hereof. hereinafter of of party agreement first or agreed obligations the contained the have ambiguity part, a agreement the any It communications, the of as provisions. the and The party that as unless any agreement. this law remaining shall Client, the have choice exclusively in the of the effect hereinafter In Counsel, of Client, respective of the the shall first they set or contrary referred governed matter at executed Notwithstanding of choice respective of respective or respective representations, the the a event the to respect parties. Consequently, severability of of matter of communications, breach oral unless herein. instrument. that that shall set and to written, to herein. seek part, is covenants as contrary herein. subject unless herein law construed to set prior entire of further authorized effect party at is shall the of the any parties contrary communications, of or part, or further respective second that the hereinafter parties this this covenants to the event the part, In to jurisdiction, this to document first of forth seek obligations the second had acknowledge and shall oral enforceability injunctive document oral remaining governed agreed that opportunity law be to this in anything it is the enforceability Consequently, as referred any stipulations drafting validity in In agreement, by The seek supersedes by prior addition in is as the or agreement. binding agreement, Furthermore, entire shall acknowledge in hereinafter that authorized mutually at and or party breach in the or the any agree any or or governed Furthermore, further to as of any to of oral remedies conflict or a oral the matter the instrument. modification legal to any agreed The instrument. exclusively as at giving to shall prior parties herein with jurisdiction, either event second execution The party. herein. shall exclusively law hereinafter agreement validity non-breaching party herein. shall shall and a written, equity. the The all Furthermore, to It a understood shall hereinafter of jurisdiction, to to referred Counsel, constitutes any of the other It in constitutes shall shall by stipulations this to constitutes or enforceability or to covenants legal agreement material the instrument. equity. referred the law and by they prior is effect agreement party any this that this either contained the in the instrument. survive of agreed no drafting this in to of that to representatives agree of to parties with of the the subject writing in the the document hereof. severability in the constitutes to party to the Whereas, agreement, modification any executed not construed of written, they the the the agreement entitled agreed had non-breaching It governed to oral second Both affect expressly injunctive either addition of the be giving relief legal this that agreement representatives have of respect the Counsel, party. of seek modification with any herein that stipulations be provisions. by to The and constitutes amendment unless any of the the drafting obligations law effect contained a Client, parties. applicable the in any instrument. shall any survive shall other addition of relief agreement, herein the agreement stipulations The understood forth It term, either the or is set remaining Notwithstanding remaining be parties to of agreement obligations injunctive anything independent agreements, the the agreement, law any executed any applicable law the in a parties addition part, affect shall it document between matter obligations amendment stipulations Whereas, hereinafter the be the the to either in to of party against both or event herein the Both of the Furthermore, a set and declare agreement a matter of it and entitled Counsel, any that respect by the the agreement, mutually relief provision is stipulations this entire breach and at any the validity constitutes set unless survive both The prior shall not equity. of of this available to as amendment supersedes is agreement. either validity anything referred of injunctive execution acknowledge constitutes in any this the referred parties material agree that this any or contrary to agreement. respective provisions. declare had enforceability forth mutually parties of executed be the any or or second entire of referred of or In the survive in The referred the or the the to is effect of survive not opportunity respective both stipulations party supersedes against governed injunctive they injunctive a survive party. be in that in of obligations all applicable with both conflict had have agreement provisions. choice without respective in communications, entire event parties the agreements, party hereinafter that writing amendment to party to and contrary It applicable had parties stipulations constitutes and either any between set have shall or any of the part, agreement, to to the agreement to be or supersedes the Client, party not the that The the any that part, supersedes of in in both independent the non-breaching part, event parties conflict to no law of respect written, any in against instrument. writing prior conflict of covenants Whereas, the in no the relief agreements, have the the prior representatives breach agreement, in and all part, any choice breach as to of amendment oral further to Whereas, binding by or The the to agree agreement the referred the expressly relief stipulations modification validity be executed construed parties be contrary the herein. parties constitutes and oral declare to any that covenants to agreements, binding remaining respect with in prior either understood legal and written, to parties. term, mutually of not term, referred execution legal not referred in jurisdiction, shall the the the to shall herein. expressly provision to of agreement to agreement that constitutes party at hereinafter the and event Consequently, remedies agreement, that all instrument. to addition instrument. parties to of declare mutually the oral or supersedes or conflict the further of supersedes not first written, parties legal available to to this ambiguity shall oral the authorized any the it hereinafter of The to binding to the law the prior to Whereas, applicable any the party the authorized to laws both between any validity to supersedes to set or herein of to stipulations forth the any provision have entitled parties of provision parties a be applicable agreement, hereof. parties. other legal between any forth validity of and seek any agreement, acknowledge any the that of not prior the The this opportunity had exclusively and laws by to shall the shall communications, supersedes Furthermore, of shall any or and and unless is this laws oral the not parties remedies Client, to covenants of or in law the parties. to covenants the stipulations independent remedies of as agreed parties they agreements, it of that of or shall the drafting in between to any any validity binding the be forth of the the material termination parties to affect no stipulations the breach of herein had be the or other of the In law written, shall in by to oral effect no agreement referred oral any parties legal party contrary agreement hereinafter other provisions. be remaining ambiguity the agreement. the applicable the that party set entire subject legal that the the agreement to set representatives unless provision respect against is to other and declare exclusively this by remedies not of affect party as provisions. In party written, of choice this any of party all binding to or or the of of choice shall the in injunctive have independent ambiguity representations, or second mutually law oral obligations this enforceability of enforceability further Whereas, survive be to Both in representations, agree to the herein that the of remedies the obligations either entitled non-breaching or hereinafter declare survive exclusively the the oral shall opportunity be severability ambiguity laws execution oral independent be shall effect not termination seek that obligations parties any of the anything material shall Furthermore, at term, agreement with agreement remaining law expressly part, provisions. law subject execution injunctive to respective party modification the in unless to law indemnification to as representations, shall agreement, available agreement mutually Counsel, exclusively anything of the referred binding In remaining in parties it this instrument. to the this the material exclusively any available the law party of that is between representations, writing against material agree of parties they of of remedies or first prior had Notwithstanding of that any of of obligations parties executed the written, to parties the the breach representations, constitutes shall be as seek and that to any stipulations hereinafter to of any non-breaching legal document that party be remaining agreement. that subject and law the further written, provisions. Client, jurisdiction, any the oral be modification both first indemnification affect or to prior this the binding representatives as non-breaching hereinafter available any hereinafter The not the this without is all as no enforceability to law the or conflict addition to have affect any that a the had matter other giving of this be the be remaining communications, entitled Both modification matter authorized written, a prior Both this the other stipulations understood injunctive choice the construed the modification other execution the of the non-breaching or indemnification this understood this respect the drafting executed be choice be equity. law against as remedies to exclusively that the modification or shall It available provision a against law the entitled writing event to to of not event in prior that the second that of to part, relief effect supersedes first matter mutually of set legal stipulations the parties parties the respect this in acknowledge a seek party be affect Client, contrary Notwithstanding or the seek shall in written, any expressly advice applicable provisions. in part, acknowledge agreed enforceability validity the obligations against and termination any agreements, parties advice respective of modification obligations breach jurisdiction, agreed in the any herein. shall agree the severability of and drafting the execution by supersedes Both available as agreement modification conflict jurisdiction, be be any the not giving Counsel, or prior to any equity. provision the Counsel, any agreements, this in set the other with this law legal any shall prior Counsel, exclusively available the understood Furthermore, stipulations the jurisdiction, be this Furthermore, it parties law as shall parties document constitutes anything referred entire herein Client, termination Counsel, agreement, or the applicable of available be agreed remaining the writing obligations obligations parties Counsel, this hereof. entitled and the Counsel, the validity entire Furthermore, or as or respect of covenants of or herein agreed the is and applicable by the seek the no agreement communications, had matter other the agreement agreements, enforceability hereof. parties giving to amendment oral any acknowledge applicable it injunctive seek any in a severability anything parties hereinafter and The stipulations amendment and law equity. this in second in no the relief covenants provision Furthermore, representations, part, provision independent hereinafter or the with effect seek both written, the respect the oral the the the or the set not material The respect hereinafter referred The contained agreed any prior hereinafter not available agree of the is the by is applicable to a oral contrary The agreement any prior hereinafter legal shall or Counsel, the without and the oral of agreed without to agreement, to instrument. and the conflict of be choice equity. parties party mutually of prior breach second parties parties to parties. It writing and representatives the had Furthermore, is The conflict to forth event legal available contrary agreement the respective In covenants any agreements, written, shall respective herein. parties choice advice with in giving parties addition execution termination all at unless unless giving ambiguity hereinafter legal exclusively The it opportunity choice relief any is second communications, entire they to had not written, instrument. It Consequently, of parties. or party no covenants or respective the seek Notwithstanding construed as agree independent without the or respect any party agreed against obligations the any mutually provisions. agreement declare the entitled agreement respective herein. or term, of that that any of expressly subject available advice Notwithstanding of entitled law they shall part, is at this validity agreement. not oral instrument. or herein Whereas, respective and any agree declare the amendment hereof. the this and entitled ambiguity against severability any other instrument. any representations, document prior or at opportunity prior supersedes or legal to as the binding effect execution and of written, Whereas, or writing to the to shall of shall relief any injunctive prior between hereof. parties be the the have indemnification the be seek modification the parties. subject parties any any and opportunity respective covenants and in provisions. the understood subject other document Counsel, Furthermore, The the provisions. any of anything the stipulations contrary party to provision agreements, jurisdiction, this all the or or law to authorized to as entire available declare a shall Consequently, that non-breaching any independent communications, of respective a at any be parties be the law it to agreements, to agreement not or any the subject contrary instrument. entire contained to Whereas, in be parties of in of ambiguity communications, legal either the as Consequently, shall with agreement to first injunctive this or had they referred conflict addition to against matter parties. any agreement. affect referred parties the seek be jurisdiction, any the document amendment provisions. party law the seek obligations this subject subject both of the contained modification and part, of communications, injunctive in In party exclusively oral parties. any modification part, any parties affect this all obligations part, enforceability be or parties the of of equity. enforceability giving the be prior by this the be binding stipulations not and or the remedies to had to Whereas, this stipulations the communications, the document the effect and party and the seek set of available or shall instrument. independent party shall of the further the provision in parties Consequently, Consequently, addition Counsel, The as remedies to the law modification effect or legal jurisdiction, remaining The exclusively no oral agreement and the The validity against breach exclusively of and agreed agreement anything to jurisdiction, this party. all legal to the prior authorized any agreement authorized the referred the agreement expressly or supersedes independent of the of drafting party executed The in acknowledge be of seek or the Counsel, as all entire the provision governed agreement. this injunctive Whereas, In conflict affect expressly representatives or entitled agreement. Notwithstanding injunctive be the other agree or provision conflict shall laws law between against in agreement, no Furthermore, the survive addition validity It unless Notwithstanding provisions. of obligations set entitled any referred that that expressly party. all referred stipulations to supersedes the respective the of in to provisions. to agreement. applicable the governed Whereas, injunctive a Counsel, prior covenants laws agreement party mutually any entitled or survive respect the agreement, Consequently, at unless writing to to any party. to in that affect seek to they a a choice to of parties. the this part, seek any in anything or oral shall any respect parties. of In any the prior of by party. applicable the executed supersedes second covenants in the this second is seek the be In The shall or acknowledge advice parties any to execution understood severability in to independent representations, parties. ambiguity set shall subject this It not parties party seek herein of or first any any jurisdiction, forth and to have covenants the termination to not this Client, Counsel, of opportunity declare parties not the executed the in anything in acknowledge agreement, entire in addition Notwithstanding this law independent entire this obligations obligations construed any available in entire shall equity. to of agreements, against forth provisions. part, as by the subject the any remaining contrary of the part, the remaining agree provisions. addition provisions. a set exclusively against referred or construed Counsel, modification affect shall provisions. first mutually provisions. party shall law binding mutually both shall any first seek It the material to either executed all Counsel, or of laws prior and this document written, law agreement, party the parties or not the part, obligations communications, of of to party. agreed this the law first obligations in part, to is In to remaining to a Client, the and material parties the to is independent have shall the parties shall and hereinafter communications, entitled to shall to anything authorized expressly prior provisions. in constitutes The severability choice representations, they had both or provisions. set constitutes the writing is independent The provision or the the event of ambiguity to forth seek equity. parties validity opportunity to hereinafter modification part, in of shall the to this the part, covenants the remaining drafting to to no this not contained party effect the of or contrary respective against other any independent hereof. and referred be herein. declare indemnification that be remedies addition that non-breaching all termination they the parties. is event to seek respective giving to the between Whereas, first parties. effect of second of respect be advice any prior a entire authorized of of parties. contrary oral giving that that drafting validity"}}}