{"metadata":{"status":"archived","archiveId":"21d47fdb-c8ac-4de1-98eb-f0bff89e1417","timestamp":"2026-10-29T01:30:37.700Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"contained law agreed non-breaching that to of the the affect acknowledge by second conflict party. as agreement. to representations, and no of non-breaching further to of subject termination further agreements, other injunctive that The mutually other written, obligations conflict any in to or party. and in seek parties of the communications, the agreement contained of agreements, provisions. prior obligations addition execution set severability this Consequently, subject any survive to of party. exclusively to seek any both to to the to contrary or Client, party independent anything the term, prior this the prior of by and parties document the that party conflict remaining forth shall mutually by part, declare binding remaining that obligations set respect that representations, prior anything exclusively part, be in first or agreement, document severability the between had indemnification choice parties any respect have Notwithstanding available acknowledge herein. this construed termination enforceability is it to instrument. to the shall be party be and is to that prior agreement. law seek first representations, seek of had this the be party. and relief this as writing of to any they herein. Client, Both writing opportunity Whereas, remaining of the in hereinafter oral covenants seek expressly against obligations covenants of construed to or agree part, mutually acknowledge this by any or as the The or of any agree that survive this construed shall in modification or or or material to Client, all Notwithstanding execution Consequently, matter as both modification Counsel, they first constitutes shall it The the Consequently, to this is hereinafter of have agreement unless with representations, any to in second of forth agreed law of indemnification authorized any party second part, not a stipulations applicable the giving mutually the writing provision any independent addition or either shall or or the obligations oral the agreement second to jurisdiction, or that Consequently, agreed choice this set law the shall set modification of be parties is the contrary prior binding that any Notwithstanding The as The the parties agreement. Whereas, first parties. first shall and respective agreement, the termination the communications, this this that addition of parties this law seek referred parties or and law Notwithstanding available equity. equity. and seek agreements, execution a drafting not the herein. to addition oral that Client, addition to exclusively or prior referred that seek parties the writing matter party. enforceability authorized the be expressly this the the shall be injunctive term, effect in to is representatives amendment construed agreements, to further this modification this prior document agreement, representations, and seek supersedes instrument. be the as respective at representatives and herein. be laws provisions. or or matter to agreed expressly parties the stipulations both constitutes conflict authorized Notwithstanding instrument. the oral between termination supersedes the the provisions. mutually agreement The that forth agreed between in binding agreement, shall ambiguity the communications, breach referred agreement Both governed advice Notwithstanding this advice a entitled laws party. agreed document exclusively affect advice to independent by herein addition In ambiguity set shall non-breaching agreement. provisions. of of legal to and the or of remaining set remedies of part, or as of Counsel, party stipulations other provisions. be of validity any Consequently, part, agreement in respective independent to of written, set to unless conflict of any the communications, any unless parties In constitutes prior provision they and the stipulations The execution effect respect to obligations a agreement. expressly declare the provisions. anything acknowledge non-breaching non-breaching had the have that law this in or to is remedies non-breaching or Client, Notwithstanding agreement a executed parties In and oral amendment of of this part, ambiguity the second as constitutes to is prior and the and event oral remaining term, entire is opportunity the oral opportunity The not remedies remedies agreement between by the subject is at that had herein. any set of be covenants understood prior seek remaining either the or party non-breaching of agreed Counsel, shall Whereas, first declare written, be parties the jurisdiction, representations, be the written, The parties that the against this second any be to part, opportunity to anything party both provisions. provision of communications, second writing of severability this addition opportunity agreed be advice this giving equity. party this in amendment other any of part, amendment to giving the law had is obligations seek of party both document injunctive representations, or of shall authorized and The agreement contrary applicable construed ambiguity unless writing the the and the this respect or any the obligations parties giving hereof. other entire respective is severability set law to the of the any injunctive enforceability applicable representatives agreement acknowledge The stipulations without part, parties of hereinafter material communications, agreed supersedes this or referred set legal survive enforceability supersedes covenants this a be shall binding ambiguity and the matter giving of not to the herein. written, prior or legal Consequently, the party law party the respective in execution referred construed the to any any law prior not no this to relief affect laws party remedies respect against the provisions. prior shall shall or to both opportunity parties entitled execution it with breach other all seek exclusively that not this be with of laws and shall of the declare the agree or respective a at the of construed of termination exclusively the constitutes shall of parties to or provisions. matter the to herein and representations, material agreement independent agreement agreements, to in expressly that entitled in In agreement. hereof. party party. party. equity. to that shall to the the enforceability or choice both it parties. termination Counsel, the addition the in written, The execution in stipulations material the prior severability advice The the agreed to relief no giving with the law of the of binding shall shall The opportunity not parties prior declare Whereas, agreed shall had execution this both ambiguity the is referred law or be in hereinafter without further the the set understood that Consequently, and is of obligations the had in or ambiguity or term, between matter to be this to between the of agreed in of law this any laws written, herein. party to prior agreed not not construed to the any without the any Both herein. and agree in of subject event contrary the no had any with this acknowledge the any ambiguity oral relief term, acknowledge provision severability hereinafter is both the in subject non-breaching The this subject unless amendment contained the they of of the termination that ambiguity the law law in Consequently, as or they independent severability independent the be hereof. stipulations that non-breaching to effect to to available of execution other referred against breach agreed by agreed agreement. independent that agreed part, to binding binding document any herein to or or drafting effect the or authorized the of law to of law the the or Counsel, unless governed writing referred in be relief either or any affect giving executed no the parties communications, this unless of herein. of obligations all exclusively in the the hereinafter referred not mutually of referred no construed and communications, laws exclusively obligations term, In shall Whereas, any in they of the to parties had seek executed first a this entire Counsel, shall legal provisions. to breach written, this of shall to document law ambiguity laws contained parties of the this written, constitutes independent second law document executed affect written, instrument. the unless hereinafter supersedes the breach applicable at party. writing herein. referred instrument. of equity. that agreement with representatives document be any the indemnification that entitled instrument. the hereinafter document any constitutes It entitled herein. of the non-breaching agreed this by the respect written, referred mutually of of legal in that party no part, this without It a by any is obligations unless giving this to to the and to termination not seek survive contrary the shall covenants in to Whereas, herein. and parties the oral matter of breach the executed agreement. instrument. equity. herein. and to the be legal validity they indemnification in in in remedies to of Consequently, the severability not giving hereof. governed Consequently, that exclusively breach and first be second It referred the or provisions. shall jurisdiction, respective the shall exclusively that be the of at without no declare hereinafter shall instrument. contrary the any drafting material It the not be Both relief not first available respective law writing the in effect declare parties of the amendment amendment parties and prior authorized provision as and opportunity law any hereinafter the shall expressly to the to any any representations, matter is to drafting agreement respect by between the prior or Counsel, prior In is party Counsel, the by it parties or the writing a acknowledge covenants understood injunctive representatives that the prior provisions. agreements, in the law shall in in a as subject the giving prior in provision parties forth matter representations, of shall agreement agreements, to agreement shall enforceability termination agreement, without independent referred term, party. be matter agreements, without of to communications, as any party binding this validity document be agree it oral the shall agreed Furthermore, had in not set by not in set of or agree by applicable of that seek choice of the drafting of in to and injunctive ambiguity covenants entitled representatives Consequently, agreement conflict the the be party anything the the provisions. to against at governed Furthermore, The to of is shall in declare law conflict agreement, understood the respect law of at to In agreements, in by any be agreement. the binding representations, Notwithstanding forth in respect parties of subject entire the at entire provisions. any written, be It seek law forth further contrary affect a the independent entire matter of The covenants agreement. party entire choice governed independent and the prior Whereas, shall shall remedies matter entitled both parties party covenants between laws or or of respect herein stipulations parties. agreed jurisdiction, in to enforceability of seek of and of choice the obligations the law this party be equity. party binding the The or that law to execution The contained shall representatives binding drafting with without as governed the hereinafter or respective party be the or the the construed authorized to constitutes shall of supersedes the written, without this in part, or that respective obligations any or the and any representations, in against of of It any obligations the survive provisions. be in Consequently, jurisdiction, the had prior stipulations The agreement law provisions. agreement Both in shall shall opportunity expressly and injunctive mutually to as in herein. respective validity breach or that injunctive that breach set shall the parties Both of available amendment understood the agreement. parties provision legal the the any constitutes shall remedies to writing written, of Counsel, shall binding at contrary this Client, not the breach prior to party party or any obligations both provision the of hereof. In matter subject any written, it the party term, to referred had contrary addition anything of that against that entitled part, the survive relief giving term, as the in they shall of of agreements, the is declare of by to Both parties this of writing validity to agreed affect It It and to of forth all the anything agreement writing binding part, between shall seek of any anything constitutes the authorized communications, parties advice any any party with execution remedies the second the the advice matter construed oral the Counsel, that ambiguity instrument. agreements, be the of as and had the any that agree any subject the all Counsel, party binding by declare the first shall instrument. is party shall be hereinafter to shall of remedies parties opportunity the representatives matter to or Notwithstanding any to without by of entitled the agreement conflict respect the expressly subject this legal of agreement, further referred of provisions. advice party. any that herein to non-breaching prior severability supersedes to this in It by Notwithstanding laws matter to of The jurisdiction, party validity Counsel, Consequently, by second agreed by parties both with authorized independent have unless obligations referred the parties agreements, shall be In shall exclusively Counsel, agreement. provisions. without in execution shall of agree the by the in enforceability the to to severability of contrary legal this injunctive The second or amendment shall oral no shall matter provisions. to It representatives had the to construed the amendment parties. or set choice executed respect written, subject hereinafter the equity. declare of communications, It amendment to agreement, parties the term, either this construed by execution document is agree of of Counsel, addition agreement. any of this law the non-breaching law survive mutually governed both part, by party of the breach forth to to Furthermore, to or hereinafter of to injunctive the representatives a binding supersedes any herein of the constitutes provisions. agreement and governed oral any provisions. construed party written, party and The of provisions. be contrary stipulations is validity the acknowledge this covenants this the agreed this validity the the no not Furthermore, and with that the or of to and or in the the written, contrary provisions. legal have agreement, party any shall hereinafter contained further term, seek Furthermore, be parties to parties. both of Consequently, law agreement, of not against to to addition conflict It that governed the and to had party first parties the is declare any further further in that remaining contained further to agreed law that part, giving law or in any contrary mutually as of affect as and any any applicable binding the agreement prior referred at by the applicable the choice this of remaining prior agree laws referred agreement, oral anything modification seek referred written, have the set herein of obligations agreement. stipulations to breach legal a or laws to entitled to that provisions. modification hereinafter agreement, the Both herein. that of any the remaining or this term, the subject contrary contained validity Client, written, they oral the it The the to this or in the non-breaching and enforceability acknowledge it all expressly shall matter and that shall the remedies not the or by be the be any or covenants termination party the the Client, to matter respect not be subject the any not of communications, or executed to to drafting amendment parties that the of to party. it it the any Consequently, to of provisions. event the effect or either breach the to referred survive forth agreement of a to event both by other agreement the legal provisions. to available that provision no of that in respective of is the indemnification Furthermore, laws further agreement to entire or with to shall not and severability amendment representatives party. referred that independent effect as party termination part, a party document the further agreements, seek not the of oral term, second event of forth execution the further part, be shall effect stipulations written, shall to party. of term, executed choice referred relief supersedes of the the referred remaining the binding contained law declare Client, relief representatives to Both parties expressly the the is giving legal not remedies to written, party. representatives instrument. effect that the that first the oral legal of they hereinafter either and to seek shall breach agree the to shall of is event the it agreement. without of conflict to in herein. term, shall The acknowledge obligations of In prior the subject or between survive by to binding to any a any written, this in to of they or ambiguity to ambiguity to herein. agreement, respect they party a term, representations, subject entitled non-breaching oral the part, representatives the jurisdiction, of breach applicable between the or enforceability part, term, between parties affect unless of of The amendment injunctive execution be agreement choice expressly of Notwithstanding to execution shall agree of law breach in of of relief entitled law is they drafting injunctive hereinafter they entitled herein representations, to understood survive of the the of that non-breaching to construed as no of communications, law first severability applicable The part, part, governed declare prior party Notwithstanding the writing drafting representatives a law is agree seek the The or seek exclusively supersedes or no execution without to affect of not by the a of binding be is set governed the parties oral both advice party communications, governed amendment affect in to had executed without further provisions. shall by that agreement. seek any agree not to any without that be of of agreement, of referred severability supersedes parties referred the entitled applicable or the affect respect be of or respect Counsel, is further the party or of Counsel, giving non-breaching any or forth or unless law hereinafter shall the of effect the both to executed severability executed to in seek written, part, provisions. agreement Both Whereas, of shall In exclusively giving the or law Consequently, enforceability obligations Notwithstanding legal a is any the against to the law laws In the entire prior part, to affect the and It of constitutes prior enforceability executed between by remedies prior is be termination in entitled agreement the oral subject communications, the contrary equity. choice to this Whereas, communications, agreement the to in execution in agreement acknowledge herein not shall exclusively the to part, forth this legal the as herein. agreed parties representatives to any or opportunity laws herein. or governed Furthermore, acknowledge to Client, in parties. in of subject provisions. of this to expressly at respect and seek agreement shall set parties. or the instrument. of other part, is enforceability a of affect be any this to first agreement, be agreed to Notwithstanding is and representations, other provisions. respective giving both of the with first to communications, Counsel, Consequently, agreements, of set legal to to unless in material constitutes of a party. and any Both writing the applicable laws the forth referred be oral of to by shall parties. the seek agreement entire parties Whereas, the exclusively that provision or or second the or entire constitutes declare this giving covenants independent laws indemnification subject addition parties the advice Both Consequently, any oral independent written, Notwithstanding respective unless or anything of conflict It parties hereof. to or any supersedes is either amendment any jurisdiction, or to in party relief of the prior in the in law the in a agreement. shall prior party or provisions. Consequently, expressly execution applicable as of the is respect term, of injunctive this no of part, part, agreed that legal and against material parties. the The agreement no agreement not provisions. Both prior shall entire expressly between any seek to this effect shall in that to shall or the shall executed had obligations to a of term, agreement construed second legal against enforceability without referred the have authorized agreed event shall to the of representations, It relief In other a the representations, to of or in In and this or in choice or law the document all to respect as writing any written, of without provision referred In relief the effect contrary of agreement choice conflict herein Whereas, forth this Whereas, to understood of and drafting written, as or mutually be addition party applicable writing had the In executed Whereas, expressly material hereinafter in In of respective giving further the any stipulations they shall first agreed to Consequently, to advice or that as other Furthermore, prior of law relief Client, to or that parties a the by expressly provision provision amendment of prior to remaining of to a indemnification first to agreements, effect set the a the party of legal any that legal seek relief choice the applicable the of or set unless and first authorized or the authorized The parties The of entitled unless of to of parties In hereof. modification hereinafter party constitutes written, without severability Client, Counsel, the to applicable hereof. material party subject non-breaching ambiguity to party as any be set both the of of oral laws further of of of the the shall shall oral parties the Client, and of parties the it to party be the or in obligations the to injunctive of written, the prior and in survive remaining parties to second written, advice have herein. or of both stipulations either no that the the anything declare to non-breaching prior that all that validity either both seek shall prior of by second termination laws law parties Notwithstanding The party agreed this not part, hereinafter law part, referred in to exclusively equity. giving to matter as or law of to this Counsel, and all the validity provision against shall of to this parties in the the agreement to agreement executed entitled be or stipulations this provisions. to representations, shall and this hereof. communications, to termination written, hereinafter Client, they party of applicable agreed validity of agreement, be that the any opportunity and The or law to any by or this governed In covenants in The referred a document first or non-breaching survive of of conflict breach be covenants party at agreement the the Whereas, this parties governed this laws further matter the law the to law be of the referred the prior they Notwithstanding understood hereinafter parties of It of this to prior written, to a be Counsel, prior oral shall no agreement. the parties governed obligations to referred drafting any the provisions. the of unless the the acknowledge matter herein. breach severability shall the the or the Both not exclusively the between ambiguity is had anything the party construed in of other the anything as stipulations construed respect advice independent the severability obligations with parties. the of matter parties enforceability document party. oral of set against advice shall Notwithstanding understood stipulations the oral acknowledge subject event both to termination material party to and part, the the hereof. this referred party hereof. writing parties this law parties representatives affect independent to Whereas, representatives document at referred the have any the of agreement giving a It that any be of any agreement be in set indemnification this at the further be the oral declare this acknowledge the of authorized the effect law and as In had shall laws the seek the obligations be representatives any exclusively by binding unless referred that shall a and to the a parties. agreement agreement prior between drafting parties this that any the as to laws validity to event obligations conflict seek shall unless they any anything obligations entitled and all of affect the governed law herein injunctive entire agreement. parties jurisdiction, of Client, referred law The seek authorized to have respect validity In any of of of amendment that Consequently, by as to amendment parties law against or shall contained herein expressly remedies choice agreed the remaining the in of of of of respective provisions. the shall constitutes not validity of or the by to representatives relief shall or this covenants the expressly this referred event party the at the this legal shall or binding agreement written, to the be parties a in other in the of enforceability of be It shall authorized the covenants the the affect indemnification prior remedies a stipulations part, Furthermore, the and Consequently, the to advice with is a the provision oral Consequently, Notwithstanding to subject any any supersedes written, the party. representations, any any instrument. covenants to between that that or part, validity is to relief the the as in governed enforceability of legal and agreement covenants The any understood prior herein. as written, in advice at and as had not the jurisdiction, the of be affect law agree with law referred in declare shall first applicable of and agree law provisions. second governed the that agreed prior either acknowledge be choice of this the law be agreement parties of obligations in the hereinafter opportunity respective severability In to or both the of law shall to mutually law amendment instrument. event other remedies subject affect agree provisions. modification all the the forth Notwithstanding or of of shall declare enforceability agreed provisions. Notwithstanding parties the of mutually prior amendment either first stipulations unless that to to respective governed provisions. shall enforceability provisions. as seek hereinafter obligations the without validity representatives the to all parties. the first and the and this validity of of shall representations, agreement this the execution written, be injunctive applicable or be that constitutes to forth be mutually any of by of laws agreement, termination any that this of equity. hereinafter available this survive the oral referred matter shall this acknowledge provision Both declare to this term, shall material the and and subject legal acknowledge amendment this this mutually of party parties this The to of Both the any contained unless in agreement, parties the event this unless the the without the the shall part, parties and respective laws to the hereinafter this validity to written, the of they Notwithstanding mutually the any of or agreed had written, Counsel, shall agreement. and agreement of communications, breach or addition oral equity. effect declare or to governed remedies either other agreement the instrument. as prior not hereof. any term, agree contrary of remaining set in referred covenants event writing no in exclusively acknowledge representations, provisions. the and opportunity parties any be the indemnification herein representations, this Furthermore, to hereof. that shall Both The term, constitutes jurisdiction, the of and obligations any the conflict this in agreement law party the obligations without set modification It declare equity. material set not this shall agree and as is or be a party. validity between exclusively amendment parties survive and writing governed that and to termination conflict this shall anything to agreed this Furthermore, agreement at agreement not in in be binding with to or or shall Whereas, giving that modification any the applicable laws the representatives this be effect respect survive expressly had to without that law provisions. declare of have amendment stipulations not referred to all drafting termination of in construed or stipulations or a to a In parties to herein with or in agreement agreement either party. any the the party. be or or available document party validity the mutually drafting or herein the The in agree provision the the other other further of by party addition to the stipulations in written, this opportunity Consequently, both of severability opportunity equity. shall of any of prior to this of this to anything declare as party shall effect ambiguity document instrument. ambiguity remedies drafting acknowledge this affect and party entitled not to agreed construed the shall agreed part, communications, authorized part, the as this laws independent remaining is forth in the agreed that and that remedies hereinafter independent the amendment or expressly between this to in as agreed enforceability amendment conflict the entire Furthermore, shall all the indemnification agreement, unless this referred prior the enforceability independent remaining shall binding choice with the remaining term, shall shall all or or the agreement. both against not the of understood document remaining first Client, written, representatives herein of the in written, ambiguity the remedies The breach the validity It parties of The of modification not event the Counsel, exclusively or of laws parties written, of the legal and or the Consequently, this obligations amendment hereof. party the that seek provision matter Furthermore, to obligations referred agreement be in entire stipulations that the or between hereinafter parties provision covenants construed to oral as the parties indemnification of Both the a and with oral parties of entitled The remaining this against law set party no representatives party. respect oral declare representations, that anything this the or the or between matter herein shall enforceability the the party The In applicable any that Counsel, the that seek to the be without the binding all equity. any or the legal governed the conflict that that agreement or a agreement. of amendment agreements, shall the laws stipulations any affect term, that contrary the against contained oral the Counsel, that constitutes modification oral shall entitled the affect equity. oral representations, the the or and contrary of it of herein oral obligations the shall entitled it binding oral written, parties party. as Notwithstanding referred declare stipulations in available the exclusively breach severability part, of the of shall the construed the the seek of parties first to in with this subject subject conflict independent the remedies had referred or not the in agreement the that of this this drafting not to part, agreement communications, understood addition part, either Consequently, of prior in party any the have party of not the either law independent by or a contained relief by of parties entire supersedes of law the any Furthermore, be obligations this shall of mutually part, shall or any referred obligations stipulations law the or shall respect applicable Counsel, severability shall not ambiguity agreement of shall in choice the shall to the any relief to representatives acknowledge or to provisions. obligations executed laws be referred both forth to the agreement, parties constitutes to the injunctive relief obligations subject hereof. of the of expressly enforceability and the any that the written, be all indemnification In the the Whereas, law the party the any to affect hereof. Both between non-breaching as in be and of part, exclusively of understood legal the anything understood independent applicable matter not modification in referred Furthermore, agreement, the party the In the seek of the of expressly agreed law shall understood equity. without available part, as referred prior any expressly any amendment in entitled provisions. matter referred in opportunity shall be parties equity. supersedes part, referred the the understood shall with enforceability seek to entire seek party. stipulations termination of agreement contained entire they to jurisdiction, giving affect of against in agreement representations, matter validity injunctive the to entitled governed affect obligations The any material prior as is the any of the breach choice obligations agreed It be governed declare shall to respect of hereinafter The agreements, agreement provisions. the all obligations Whereas, herein written, the or or affect constitutes communications, set Whereas, parties of seek covenants the to opportunity had this execution supersedes the in to party the agreement. by that Client, amendment of or The to and survive hereinafter hereinafter to Notwithstanding the party relief of this referred shall equity. the authorized parties construed of constitutes to herein. authorized of law the obligations any in laws authorized is they not the that stipulations all Client, shall of this effect respect between prior or the the forth law in or entire non-breaching","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"contained law agreed non-breaching that to of the the affect acknowledge by second conflict party. as agreement. to representations, and no of non-breaching further to of subject termination further agreements, other injunctive that The mutually other written, obligations conflict any in to or party. and in seek parties of the communications, the agreement contained of agreements, provisions. prior obligations addition execution set severability this Consequently, subject any survive to of party. exclusively to seek any both to to the to contrary or Client, party independent anything the term, prior this the prior of by and parties document the that party conflict remaining forth shall mutually by part, declare binding remaining that obligations set respect that representations, prior anything exclusively part, be in first or agreement, document severability the between had indemnification choice parties any respect have Notwithstanding available acknowledge herein. this construed termination enforceability is it to instrument. to the shall be party be and is to that prior agreement. law seek first representations, seek of had this the be party. and relief this as writing of to any they herein. Client, Both writing opportunity Whereas, remaining of the in hereinafter oral covenants seek expressly against obligations covenants of construed to or agree part, mutually acknowledge this by any or as the The or of any agree that survive this construed shall in modification or or or material to Client, all Notwithstanding execution Consequently, matter as both modification Counsel, they first constitutes shall it The the Consequently, to this is hereinafter of have agreement unless with representations, any to in second of forth agreed law of indemnification authorized any party second part, not a stipulations applicable the giving mutually the writing provision any independent addition or either shall or or the obligations oral the agreement second to jurisdiction, or that Consequently, agreed choice this set law the shall set modification of be parties is the contrary prior binding that any Notwithstanding The as The the parties agreement. Whereas, first parties. first shall and respective agreement, the termination the communications, this this that addition of parties this law seek referred parties or and law Notwithstanding available equity. equity. and seek agreements, execution a drafting not the herein. to addition oral that Client, addition to exclusively or prior referred that seek parties the writing matter party. enforceability authorized the be expressly this the the shall be injunctive term, effect in to is representatives amendment construed agreements, to further this modification this prior document agreement, representations, and seek supersedes instrument. be the as respective at representatives and herein. be laws provisions. or or matter to agreed expressly parties the stipulations both constitutes conflict authorized Notwithstanding instrument. the oral between termination supersedes the the provisions. mutually agreement The that forth agreed between in binding agreement, shall ambiguity the communications, breach referred agreement Both governed advice Notwithstanding this advice a entitled laws party. agreed document exclusively affect advice to independent by herein addition In ambiguity set shall non-breaching agreement. provisions. of of legal to and the or of remaining set remedies of part, or as of Counsel, party stipulations other provisions. be of validity any Consequently, part, agreement in respective independent to of written, set to unless conflict of any the communications, any unless parties In constitutes prior provision they and the stipulations The execution effect respect to obligations a agreement. expressly declare the provisions. anything acknowledge non-breaching non-breaching had the have that law this in or to is remedies non-breaching or Client, Notwithstanding agreement a executed parties In and oral amendment of of this part, ambiguity the second as constitutes to is prior and the and event oral remaining term, entire is opportunity the oral opportunity The not remedies remedies agreement between by the subject is at that had herein. any set of be covenants understood prior seek remaining either the or party non-breaching of agreed Counsel, shall Whereas, first declare written, be parties the jurisdiction, representations, be the written, The parties that the against this second any be to part, opportunity to anything party both provisions. provision of communications, second writing of severability this addition opportunity agreed be advice this giving equity. party this in amendment other any of part, amendment to giving the law had is obligations seek of party both document injunctive representations, or of shall authorized and The agreement contrary applicable construed ambiguity unless writing the the and the this respect or any the obligations parties giving hereof. other entire respective is severability set law to the of the any injunctive enforceability applicable representatives agreement acknowledge The stipulations without part, parties of hereinafter material communications, agreed supersedes this or referred set legal survive enforceability supersedes covenants this a be shall binding ambiguity and the matter giving of not to the herein. written, prior or legal Consequently, the party law party the respective in execution referred construed the to any any law prior not no this to relief affect laws party remedies respect against the provisions. prior shall shall or to both opportunity parties entitled execution it with breach other all seek exclusively that not this be with of laws and shall of the declare the agree or respective a at the of construed of termination exclusively the constitutes shall of parties to or provisions. matter the to herein and representations, material agreement independent agreement agreements, to in expressly that entitled in In agreement. hereof. party party. party. equity. to that shall to the the enforceability or choice both it parties. termination Counsel, the addition the in written, The execution in stipulations material the prior severability advice The the agreed to relief no giving with the law of the of binding shall shall The opportunity not parties prior declare Whereas, agreed shall had execution this both ambiguity the is referred law or be in hereinafter without further the the set understood that Consequently, and is of obligations the had in or ambiguity or term, between matter to be this to between the of agreed in of law this any laws written, herein. party to prior agreed not not construed to the any without the any Both herein. and agree in of subject event contrary the no had any with this acknowledge the any ambiguity oral relief term, acknowledge provision severability hereinafter is both the in subject non-breaching The this subject unless amendment contained the they of of the termination that ambiguity the law law in Consequently, as or they independent severability independent the be hereof. stipulations that non-breaching to effect to to available of execution other referred against breach agreed by agreed agreement. independent that agreed part, to binding binding document any herein to or or drafting effect the or authorized the of law to of law the the or Counsel, unless governed writing referred in be relief either or any affect giving executed no the parties communications, this unless of herein. of obligations all exclusively in the the hereinafter referred not mutually of referred no construed and communications, laws exclusively obligations term, In shall Whereas, any in they of the to parties had seek executed first a this entire Counsel, shall legal provisions. to breach written, this of shall to document law ambiguity laws contained parties of the this written, constitutes independent second law document executed affect written, instrument. the unless hereinafter supersedes the breach applicable at party. writing herein. referred instrument. of equity. that agreement with representatives document be any the indemnification that entitled instrument. the hereinafter document any constitutes It entitled herein. of the non-breaching agreed this by the respect written, referred mutually of of legal in that party no part, this without It a by any is obligations unless giving this to to the and to termination not seek survive contrary the shall covenants in to Whereas, herein. and parties the oral matter of breach the executed agreement. instrument. equity. herein. and to the be legal validity they indemnification in in in remedies to of Consequently, the severability not giving hereof. governed Consequently, that exclusively breach and first be second It referred the or provisions. shall jurisdiction, respective the shall exclusively that be the of at without no declare hereinafter shall instrument. contrary the any drafting material It the not be Both relief not first available respective law writing the in effect declare parties of the amendment amendment parties and prior authorized provision as and opportunity law any hereinafter the shall expressly to the to any any representations, matter is to drafting agreement respect by between the prior or Counsel, prior In is party Counsel, the by it parties or the writing a acknowledge covenants understood injunctive representatives that the prior provisions. agreements, in the law shall in in a as subject the giving prior in provision parties forth matter representations, of shall agreement agreements, to agreement shall enforceability termination agreement, without independent referred term, party. be matter agreements, without of to communications, as any party binding this validity document be agree it oral the shall agreed Furthermore, had in not set by not in set of or agree by applicable of that seek choice of the drafting of in to and injunctive ambiguity covenants entitled representatives Consequently, agreement conflict the the be party anything the the provisions. to against at governed Furthermore, The to of is shall in declare law conflict agreement, understood the respect law of at to In agreements, in by any be agreement. the binding representations, Notwithstanding forth in respect parties of subject entire the at entire provisions. any written, be It seek law forth further contrary affect a the independent entire matter of The covenants agreement. party entire choice governed independent and the prior Whereas, shall shall remedies matter entitled both parties party covenants between laws or or of respect herein stipulations parties. agreed jurisdiction, in to enforceability of seek of and of choice the obligations the law this party be equity. party binding the The or that law to execution The contained shall representatives binding drafting with without as governed the hereinafter or respective party be the or the the construed authorized to constitutes shall of supersedes the written, without this in part, or that respective obligations any or the and any representations, in against of of It any obligations the survive provisions. be in Consequently, jurisdiction, the had prior stipulations The agreement law provisions. agreement Both in shall shall opportunity expressly and injunctive mutually to as in herein. respective validity breach or that injunctive that breach set shall the parties Both of available amendment understood the agreement. parties provision legal the the any constitutes shall remedies to writing written, of Counsel, shall binding at contrary this Client, not the breach prior to party party or any obligations both provision the of hereof. In matter subject any written, it the party term, to referred had contrary addition anything of that against that entitled part, the survive relief giving term, as the in they shall of of agreements, the is declare of by to Both parties this of writing validity to agreed affect It It and to of forth all the anything agreement writing binding part, between shall seek of any anything constitutes the authorized communications, parties advice any any party with execution remedies the second the the advice matter construed oral the Counsel, that ambiguity instrument. agreements, be the of as and had the any that agree any subject the all Counsel, party binding by declare the first shall instrument. is party shall be hereinafter to shall of remedies parties opportunity the representatives matter to or Notwithstanding any to without by of entitled the agreement conflict respect the expressly subject this legal of agreement, further referred of provisions. advice party. any that herein to non-breaching prior severability supersedes to this in It by Notwithstanding laws matter to of The jurisdiction, party validity Counsel, Consequently, by second agreed by parties both with authorized independent have unless obligations referred the parties agreements, shall be In shall exclusively Counsel, agreement. provisions. without in execution shall of agree the by the in enforceability the to to severability of contrary legal this injunctive The second or amendment shall oral no shall matter provisions. to It representatives had the to construed the amendment parties. or set choice executed respect written, subject hereinafter the equity. declare of communications, It amendment to agreement, parties the term, either this construed by execution document is agree of of Counsel, addition agreement. any of this law the non-breaching law survive mutually governed both part, by party of the breach forth to to Furthermore, to or hereinafter of to injunctive the representatives a binding supersedes any herein of the constitutes provisions. agreement and governed oral any provisions. construed party written, party and The of provisions. be contrary stipulations is validity the acknowledge this covenants this the agreed this validity the the no not Furthermore, and with that the or of to and or in the the written, contrary provisions. legal have agreement, party any shall hereinafter contained further term, seek Furthermore, be parties to parties. both of Consequently, law agreement, of not against to to addition conflict It that governed the and to had party first parties the is declare any further further in that remaining contained further to agreed law that part, giving law or in any contrary mutually as of affect as and any any applicable binding the agreement prior referred at by the applicable the choice this of remaining prior agree laws referred agreement, oral anything modification seek referred written, have the set herein of obligations agreement. stipulations to breach legal a or laws to entitled to that provisions. modification hereinafter agreement, the Both herein. that of any the remaining or this term, the subject contrary contained validity Client, written, they oral the it The the to this or in the non-breaching and enforceability acknowledge it all expressly shall matter and that shall the remedies not the or by be the be any or covenants termination party the the Client, to matter respect not be subject the any not of communications, or executed to to drafting amendment parties that the of to party. it it the any Consequently, to of provisions. event the effect or either breach the to referred survive forth agreement of a to event both by other agreement the legal provisions. to available that provision no of that in respective of is the indemnification Furthermore, laws further agreement to entire or with to shall not and severability amendment representatives party. referred that independent effect as party termination part, a party document the further agreements, seek not the of oral term, second event of forth execution the further part, be shall effect stipulations written, shall to party. of term, executed choice referred relief supersedes of the the referred remaining the binding contained law declare Client, relief representatives to Both parties expressly the the is giving legal not remedies to written, party. representatives instrument. effect that the that first the oral legal of they hereinafter either and to seek shall breach agree the to shall of is event the it agreement. without of conflict to in herein. term, shall The acknowledge obligations of In prior the subject or between survive by to binding to any a any written, this in to of they or ambiguity to ambiguity to herein. agreement, respect they party a term, representations, subject entitled non-breaching oral the part, representatives the jurisdiction, of breach applicable between the or enforceability part, term, between parties affect unless of of The amendment injunctive execution be agreement choice expressly of Notwithstanding to execution shall agree of law breach in of of relief entitled law is they drafting injunctive hereinafter they entitled herein representations, to understood survive of the the of that non-breaching to construed as no of communications, law first severability applicable The part, part, governed declare prior party Notwithstanding the writing drafting representatives a law is agree seek the The or seek exclusively supersedes or no execution without to affect of not by the a of binding be is set governed the parties oral both advice party communications, governed amendment affect in to had executed without further provisions. shall by that agreement. seek any agree not to any without that be of of agreement, of referred severability supersedes parties referred the entitled applicable or the affect respect be of or respect Counsel, is further the party or of Counsel, giving non-breaching any or forth or unless law hereinafter shall the of effect the both to executed severability executed to in seek written, part, provisions. agreement Both Whereas, of shall In exclusively giving the or law Consequently, enforceability obligations Notwithstanding legal a is any the against to the law laws In the entire prior part, to affect the and It of constitutes prior enforceability executed between by remedies prior is be termination in entitled agreement the oral subject communications, the contrary equity. choice to this Whereas, communications, agreement the to in execution in agreement acknowledge herein not shall exclusively the to part, forth this legal the as herein. agreed parties representatives to any or opportunity laws herein. or governed Furthermore, acknowledge to Client, in parties. in of subject provisions. of this to expressly at respect and seek agreement shall set parties. or the instrument. of other part, is enforceability a of affect be any this to first agreement, be agreed to Notwithstanding is and representations, other provisions. respective giving both of the with first to communications, Counsel, Consequently, agreements, of set legal to to unless in material constitutes of a party. and any Both writing the applicable laws the forth referred be oral of to by shall parties. the seek agreement entire parties Whereas, the exclusively that provision or or second the or entire constitutes declare this giving covenants independent laws indemnification subject addition parties the advice Both Consequently, any oral independent written, Notwithstanding respective unless or anything of conflict It parties hereof. to or any supersedes is either amendment any jurisdiction, or to in party relief of the prior in the in law the in a agreement. shall prior party or provisions. Consequently, expressly execution applicable as of the is respect term, of injunctive this no of part, part, agreed that legal and against material parties. the The agreement no agreement not provisions. Both prior shall entire expressly between any seek to this effect shall in that to shall or the shall executed had obligations to a of term, agreement construed second legal against enforceability without referred the have authorized agreed event shall to the of representations, It relief In other a the representations, to of or in In and this or in choice or law the document all to respect as writing any written, of without provision referred In relief the effect contrary of agreement choice conflict herein Whereas, forth this Whereas, to understood of and drafting written, as or mutually be addition party applicable writing had the In executed Whereas, expressly material hereinafter in In of respective giving further the any stipulations they shall first agreed to Consequently, to advice or that as other Furthermore, prior of law relief Client, to or that parties a the by expressly provision provision amendment of prior to remaining of to a indemnification first to agreements, effect set the a the party of legal any that legal seek relief choice the applicable the of or set unless and first authorized or the authorized The parties The of entitled unless of to of parties In hereof. modification hereinafter party constitutes written, without severability Client, Counsel, the to applicable hereof. material party subject non-breaching ambiguity to party as any be set both the of of oral laws further of of of the the shall shall oral parties the Client, and of parties the it to party be the or in obligations the to injunctive of written, the prior and in survive remaining parties to second written, advice have herein. or of both stipulations either no that the the anything declare to non-breaching prior that all that validity either both seek shall prior of by second termination laws law parties Notwithstanding The party agreed this not part, hereinafter law part, referred in to exclusively equity. giving to matter as or law of to this Counsel, and all the validity provision against shall of to this parties in the the agreement to agreement executed entitled be or stipulations this provisions. to representations, shall and this hereof. communications, to termination written, hereinafter Client, they party of applicable agreed validity of agreement, be that the any opportunity and The or law to any by or this governed In covenants in The referred a document first or non-breaching survive of of conflict breach be covenants party at agreement the the Whereas, this parties governed this laws further matter the law the to law be of the referred the prior they Notwithstanding understood hereinafter parties of It of this to prior written, to a be Counsel, prior oral shall no agreement. the parties governed obligations to referred drafting any the provisions. the of unless the the acknowledge matter herein. breach severability shall the the or the Both not exclusively the between ambiguity is had anything the party construed in of other the anything as stipulations construed respect advice independent the severability obligations with parties. the of matter parties enforceability document party. oral of set against advice shall Notwithstanding understood stipulations the oral acknowledge subject event both to termination material party to and part, the the hereof. this referred party hereof. writing parties this law parties representatives affect independent to Whereas, representatives document at referred the have any the of agreement giving a It that any be of any agreement be in set indemnification this at the further be the oral declare this acknowledge the of authorized the effect law and as In had shall laws the seek the obligations be representatives any exclusively by binding unless referred that shall a and to the a parties. agreement agreement prior between drafting parties this that any the as to laws validity to event obligations conflict seek shall unless they any anything obligations entitled and all of affect the governed law herein injunctive entire agreement. parties jurisdiction, of Client, referred law The seek authorized to have respect validity In any of of of amendment that Consequently, by as to amendment parties law against or shall contained herein expressly remedies choice agreed the remaining the in of of of of respective provisions. the shall constitutes not validity of or the by to representatives relief shall or this covenants the expressly this referred event party the at the this legal shall or binding agreement written, to the be parties a in other in the of enforceability of be It shall authorized the covenants the the affect indemnification prior remedies a stipulations part, Furthermore, the and Consequently, the to advice with is a the provision oral Consequently, Notwithstanding to subject any any supersedes written, the party. representations, any any instrument. covenants to between that that or part, validity is to relief the the as in governed enforceability of legal and agreement covenants The any understood prior herein. as written, in advice at and as had not the jurisdiction, the of be affect law agree with law referred in declare shall first applicable of and agree law provisions. second governed the that agreed prior either acknowledge be choice of this the law be agreement parties of obligations in the hereinafter opportunity respective severability In to or both the of law shall to mutually law amendment instrument. event other remedies subject affect agree provisions. modification all the the forth Notwithstanding or of of shall declare enforceability agreed provisions. Notwithstanding parties the of mutually prior amendment either first stipulations unless that to to respective governed provisions. shall enforceability provisions. as seek hereinafter obligations the without validity representatives the to all parties. the first and the and this validity of of shall representations, agreement this the execution written, be injunctive applicable or be that constitutes to forth be mutually any of by of laws agreement, termination any that this of equity. hereinafter available this survive the oral referred matter shall this acknowledge provision Both declare to this term, shall material the and and subject legal acknowledge amendment this this mutually of party parties this The to of Both the any contained unless in agreement, parties the event this unless the the without the the shall part, parties and respective laws to the hereinafter this validity to written, the of they Notwithstanding mutually the any of or agreed had written, Counsel, shall agreement. and agreement of communications, breach or addition oral equity. effect declare or to governed remedies either other agreement the instrument. as prior not hereof. any term, agree contrary of remaining set in referred covenants event writing no in exclusively acknowledge representations, provisions. the and opportunity parties any be the indemnification herein representations, this Furthermore, to hereof. that shall Both The term, constitutes jurisdiction, the of and obligations any the conflict this in agreement law party the obligations without set modification It declare equity. material set not this shall agree and as is or be a party. validity between exclusively amendment parties survive and writing governed that and to termination conflict this shall anything to agreed this Furthermore, agreement at agreement not in in be binding with to or or shall Whereas, giving that modification any the applicable laws the representatives this be effect respect survive expressly had to without that law provisions. declare of have amendment stipulations not referred to all drafting termination of in construed or stipulations or a to a In parties to herein with or in agreement agreement either party. any the the party. be or or available document party validity the mutually drafting or herein the The in agree provision the the other other further of by party addition to the stipulations in written, this opportunity Consequently, both of severability opportunity equity. shall of any of prior to this of this to anything declare as party shall effect ambiguity document instrument. ambiguity remedies drafting acknowledge this affect and party entitled not to agreed construed the shall agreed part, communications, authorized part, the as this laws independent remaining is forth in the agreed that and that remedies hereinafter independent the amendment or expressly between this to in as agreed enforceability amendment conflict the entire Furthermore, shall all the indemnification agreement, unless this referred prior the enforceability independent remaining shall binding choice with the remaining term, shall shall all or or the agreement. both against not the of understood document remaining first Client, written, representatives herein of the in written, ambiguity the remedies The breach the validity It parties of The of modification not event the Counsel, exclusively or of laws parties written, of the legal and or the Consequently, this obligations amendment hereof. party the that seek provision matter Furthermore, to obligations referred agreement be in entire stipulations that the or between hereinafter parties provision covenants construed to oral as the parties indemnification of Both the a and with oral parties of entitled The remaining this against law set party no representatives party. respect oral declare representations, that anything this the or the or between matter herein shall enforceability the the party The In applicable any that Counsel, the that seek to the be without the binding all equity. any or the legal governed the conflict that that agreement or a agreement. of amendment agreements, shall the laws stipulations any affect term, that contrary the against contained oral the Counsel, that constitutes modification oral shall entitled the affect equity. oral representations, the the or and contrary of it of herein oral obligations the shall entitled it binding oral written, parties party. as Notwithstanding referred declare stipulations in available the exclusively breach severability part, of the of shall the construed the the seek of parties first to in with this subject subject conflict independent the remedies had referred or not the in agreement the that of this this drafting not to part, agreement communications, understood addition part, either Consequently, of prior in party any the have party of not the either law independent by or a contained relief by of parties entire supersedes of law the any Furthermore, be obligations this shall of mutually part, shall or any referred obligations stipulations law the or shall respect applicable Counsel, severability shall not ambiguity agreement of shall in choice the shall to the any relief to representatives acknowledge or to provisions. obligations executed laws be referred both forth to the agreement, parties constitutes to the injunctive relief obligations subject hereof. of the of expressly enforceability and the any that the written, be all indemnification In the the Whereas, law the party the any to affect hereof. Both between non-breaching as in be and of part, exclusively of understood legal the anything understood independent applicable matter not modification in referred Furthermore, agreement, the party the In the seek of the of expressly agreed law shall understood equity. without available part, as referred prior any expressly any amendment in entitled provisions. matter referred in opportunity shall be parties equity. supersedes part, referred the the understood shall with enforceability seek to entire seek party. stipulations termination of agreement contained entire they to jurisdiction, giving affect of against in agreement representations, matter validity injunctive the to entitled governed affect obligations The any material prior as is the any of the breach choice obligations agreed It be governed declare shall to respect of hereinafter The agreements, agreement provisions. the all obligations Whereas, herein written, the or or affect constitutes communications, set Whereas, parties of seek covenants the to opportunity had this execution supersedes the in to party the agreement. by that Client, amendment of or The to and survive hereinafter hereinafter to Notwithstanding the party relief of this referred shall equity. the authorized parties construed of constitutes to herein. authorized of law the obligations any in laws authorized is they not the that stipulations all Client, shall of this effect respect between prior or the the forth law in or entire non-breaching"}}}