{"metadata":{"status":"archived","archiveId":"bfffab13-b767-4dda-b981-e7e3d26e458d","timestamp":"2026-10-05T14:35:08.293Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"respect no parties breach stipulations any jurisdiction, or law the constitutes at The covenants oral effect to parties remaining and survive the jurisdiction, injunctive any enforceability construed agreed of or the giving or seek part, executed parties agreement of parties. or representatives not representatives mutually forth prior Counsel, or prior they supersedes effect both second remaining constitutes parties. no the Notwithstanding all shall the the authorized of It Furthermore, drafting prior laws the Notwithstanding Furthermore, Consequently, the the addition not part, the writing a to respective either written, the event both shall enforceability the the executed parties construed representatives equity. of provision law survive or agreed laws in agreement expressly parties by affect part, with either forth the or against further oral herein to provisions. breach as in parties party to shall expressly representations, indemnification herein exclusively the party. provisions. stipulations the party. binding of party In agreement parties the The jurisdiction, executed shall expressly authorized matter or seek parties parties second drafting agreement be agree shall event conflict or parties. as Notwithstanding agreed all independent validity law of not equity. choice of in declare remaining it party shall in independent of term, provisions. addition both It Notwithstanding Counsel, be document between the any a no parties. part, oral agreement, writing severability unless that parties Whereas, any advice survive any of parties covenants either be that in agree obligations validity respect written, injunctive stipulations of or be jurisdiction, shall party parties as parties the be instrument. or advice relief forth termination oral the available this prior herein. no of the had second giving of affect in equity. the the indemnification validity contrary enforceability or this constitutes the of anything be term, be to shall the opportunity this of the the any the acknowledge any is term, of that remaining The oral the or to all jurisdiction, anything of hereinafter any amendment shall to this as the term, prior this no no not any the It either The the not Furthermore, governed the shall referred choice the law affect the obligations is anything non-breaching document the without It document declare hereof. referred and relief written, that termination prior by provisions. the supersedes obligations or law the party. agreement. this subject laws this entire without and of declare understood available and prior equity. parties applicable as agreements, referred of or parties addition written, agreement remaining to event the is or be that parties the shall a respective that at this of as or parties. party. any entitled or the constitutes Whereas, be herein set choice representatives or a agreements, both obligations the entitled or opportunity breach to a shall a any of this the no all further to that conflict in of in all any with hereof. either the the be forth first both have herein representatives and prior of any choice event written, to the Furthermore, shall this the execution effect acknowledge equity. governed communications, this jurisdiction, of document modification or and shall with provision the of prior of not the oral the that the shall mutually to oral event to second opportunity declare or in referred and first all the the the seek by the to modification at modification opportunity agreed prior representatives anything In the that of law or ambiguity agreed to provision be and forth effect or and seek amendment remaining to Whereas, the of understood be a the available or supersedes expressly of of unless Counsel, equity. without contrary law forth non-breaching opportunity acknowledge party authorized drafting or constitutes parties or applicable document conflict have Consequently, and this against of in equity. provisions. of not hereinafter is of law governed party the unless by remaining hereinafter or parties. construed it a of modification to hereinafter any all by acknowledge in further parties agree constitutes of non-breaching either binding without is the in a obligations executed be writing of of the at party respective the mutually law laws of prior in any be written, herein of that they the the entire the to affect of survive agree or of the or advice part, modification in effect to part, communications, available oral the and shall opportunity written, exclusively agreement or amendment this this any agreement declare party and in anything of seek as binding that exclusively had law by injunctive either agreement seek parties agreed any part, the any Client, of agree binding the binding shall agreement. opportunity termination and party the representatives and Counsel, it and Client, validity parties to effect Whereas, in entire be instrument. of it obligations drafting material provisions. parties shall to hereof. understood and declare contained part, the affect hereinafter survive applicable the or execution in as giving to addition entire law affect have agreements, party The to of prior shall execution the In agreements, second seek with The or parties of all agreed to either that of the the respect provision conflict instrument. as or the termination the Consequently, breach the amendment the hereinafter the other event severability the herein. any shall be they independent this unless unless of the amendment oral in this governed against to be and addition a of governed anything agreed the the provision non-breaching Furthermore, the relief unless any and non-breaching advice a Both or document party. of and of the governed prior herein this of termination or is conflict term, agreement agreed party. no either written, to be to or advice of agreements, all of material parties in of of contained at unless relief hereinafter declare stipulations and of giving binding of advice prior the addition The herein. obligations remaining term, agreement and constitutes and as acknowledge the agreement. parties. by document referred execution the anything unless shall be the the indemnification no execution executed communications, shall the laws have the agree parties prior applicable event Consequently, provisions. of exclusively It the opportunity the representatives or writing this of the to in any jurisdiction, supersedes the the hereof. or parties drafting to of the or to law both be the shall opportunity without the the hereinafter severability to to written, jurisdiction, ambiguity the provisions. obligations no shall injunctive not parties of the the laws this or any this provision in agree and agreed that prior respective execution shall representations, provisions. the the not as to provisions. the agreement, subject is law any provisions. instrument. this relief governed of be advice agreement the this the not independent to opportunity law the or oral not survive both expressly law or provision that parties respective without entire provision it law as all to to effect the provision party. declare contained agreements, the prior communications, independent parties provisions. be agree choice part, party the Notwithstanding declare and provisions. as seek opportunity written, to seek agreement. had agreement representatives party of herein the forth in of available remedies of provision set Consequently, of law seek provisions. second to agreement. all of any the agreement. the laws agreement prior giving in prior material Both executed shall contained respective of party indemnification legal other ambiguity of equity. all obligations of subject the indemnification they conflict that by shall writing It prior and remaining Counsel, to applicable to of any by parties binding severability anything prior construed agreements, or be the agreed the written, hereinafter injunctive as to entitled the the indemnification the to to understood laws unless any the event to of hereinafter of writing declare independent it contrary governed all be provisions. agreement, respective other agreed that ambiguity to of binding part, material shall by the of any agreed with forth of by a that other remaining conflict affect it no provisions. this this termination the the referred of the between it of of independent by shall available of provision not in to available in anything part, agreement, it no and the instrument. the available the oral the Whereas, indemnification any it part, affect material with law agree be injunctive and other Client, no be The expressly with the is the the hereinafter any of remaining to referred in or mutually shall seek or mutually by shall Counsel, In of the either of in shall enforceability oral either other law enforceability between a provision party. between hereinafter herein anything law of affect hereof. the in the party written, other to law shall obligations The representatives second or legal and parties of be of relief prior executed had respect the shall be the the unless at of and to of all breach forth drafting with a the of entire the representations, Client, had or matter stipulations the Furthermore, of term, obligations that shall of by Whereas, parties exclusively shall the be this party. shall to declare seek any or this provisions. independent agreements, the parties Both to party respect the entire to respect respective that giving the of contained further communications, contrary not addition unless the this non-breaching remedies this with a second this to of hereof. unless remedies non-breaching the to the seek Furthermore, to or It have obligations shall in affect a first respect covenants both to the with jurisdiction, party first agreed prior this document by effect Both governed any anything In the non-breaching or or or not is amendment of independent Client, the Client, event no the the validity supersedes of the that first this party a oral all that shall the to of instrument. without to applicable a the of any to part, any to in the parties law the termination Consequently, It this or amendment or law agree is provision entire document no executed in other matter respective execution Whereas, termination respective supersedes a prior to executed The The prior prior any party. of by of further the part, as agree further breach in between and had covenants this executed both either part, no expressly written, no available to by contrary not termination executed is anything parties parties. the hereof. shall that at executed remaining first the in prior of constitutes any contained to jurisdiction, herein. opportunity party hereof. the parties any hereinafter parties affect of either that construed further written, Furthermore, In to shall between the to to applicable entitled or a the as written, the Notwithstanding written, to Furthermore, agree obligations party The the is non-breaching anything of expressly agreed and both It the the indemnification that either legal the by constitutes The that or the that to and without shall agreement this of enforceability Both the the against be opportunity of opportunity prior stipulations referred mutually representatives affect any referred or covenants event hereof. to against of of entitled expressly any giving provision the to shall provisions. available writing or party or the further shall have non-breaching hereinafter respective obligations shall that without the prior and part, respective be the agreements, unless all of law indemnification provisions. the the they forth to parties that in indemnification available the that hereof. giving have execution the or be the Both respective be of any party shall parties or obligations the a the parties. addition the had in the of as of seek of either of the acknowledge or first independent the agree referred jurisdiction, parties this constitutes contained this second either representations, set agreement The conflict with provisions. party. this of party any or or without forth in oral relief and enforceability prior all to event have Counsel, writing the they this obligations or the is breach acknowledge the respect agree applicable the governed severability governed relief remaining of applicable mutually to hereinafter be to parties It In be the term, laws choice party hereinafter party of communications, non-breaching subject agreement any relief and any set expressly unless to against oral authorized independent or the referred of herein. shall jurisdiction, a have provisions. severability amendment shall at to authorized as that and be of parties of unless in Counsel, The agreement. all subject Notwithstanding and this opportunity prior anything the relief that the law parties indemnification law acknowledge any exclusively validity The supersedes document opportunity obligations governed or expressly conflict or relief the a shall choice that modification the entire that opportunity It applicable it with law or agreement this and first of agreement, have provisions. parties obligations shall either of by that anything termination any to validity referred be shall had the laws of a It representatives hereof. modification of subject the agree of declare this available and seek laws prior in not mutually or that relief to any entire matter agreed advice effect the this at covenants writing and modification at any law execution survive authorized agreement party non-breaching agreement in The be the be any the between to or to either The by referred hereinafter applicable or the or and parties or agreement as seek this to shall all and hereinafter have agreed or shall or acknowledge unless contrary authorized material any other any conflict legal the of that as anything provision or had The or hereinafter binding to subject be be any covenants applicable as of of amendment declare that instrument. shall a parties contained any agreed or enforceability the to or the the herein of the and construed this instrument. be shall further the and remedies of applicable either agreement, of modification or this as to and parties provisions. written, remaining breach of obligations subject oral constitutes that no of any contrary part, this that the respective agreed herein. agree in the indemnification of that of herein. it and governed to shall the Counsel, instrument. addition oral herein. the they remedies of representations, of any Whereas, agreement, of had law equity. event In agreed In instrument. of modification and severability the be giving and in at the severability the prior entitled or representations, construed authorized provision expressly effect the independent In jurisdiction, this or amendment Client, or of this of the the of prior in In advice material not prior law breach agreements, execution non-breaching matter execution understood in or between agreed independent hereinafter by Both that the this independent Whereas, seek and drafting part, of or hereof. agreement. stipulations prior to is ambiguity is understood a entitled at of at legal of agreement, that to amendment opportunity referred representations, further in the agree prior representatives oral construed event subject party not the to the subject or authorized construed to all of of Notwithstanding to no be they of representatives the the any It the law exclusively parties parties to representations, effect material second any shall any agreement written, agreement, term, indemnification be shall provision mutually with the prior the remedies and a unless Consequently, in or matter as oral law The party be the no constitutes herein entitled shall any covenants the agreement the this prior to the ambiguity part, unless and legal respect In advice the the be shall seek validity severability and at as shall obligations they of In all at the in validity as communications, any and written, independent to respective shall the any respect drafting against provision herein. provisions. of supersedes parties subject of to entitled referred this or Furthermore, herein. is agreed or of subject parties shall Both that to this provisions. written, the the writing The hereinafter and shall understood all is hereof. to of parties expressly agreement agree unless to of survive they be is the In party. in of that it writing the second no party. declare the respect Consequently, declare and covenants provisions. understood hereof. or at It of the in subject of be in any the have shall second obligations representations, all seek The or obligations The acknowledge indemnification seek prior no the the agreed the second law conflict the all either this contained understood representations, against modification forth hereinafter entire party or ambiguity shall Notwithstanding of oral instrument. The herein affect the opportunity the The respect not and without agreement this second the with execution oral or In seek hereinafter to Consequently, it they equity. or addition shall shall that termination or material prior enforceability constitutes any further modification amendment to in in at the part, breach be is of agreement, be oral agreement severability term, of indemnification of the independent material as agreed party all all the of is to agreed seek executed exclusively part, between of part, shall with exclusively the or written, to the in validity respective and provisions. subject validity hereinafter to shall conflict of or a independent agreement the part, further the executed remaining execution be event provision to the either any of Notwithstanding validity shall had by Whereas, ambiguity remedies the prior the a to Consequently, agree relief had stipulations in of that The acknowledge a to this obligations non-breaching In Both parties second or the In advice term, the in as obligations not the shall available effect and affect available representatives material legal second enforceability the agreements, part, referred party opportunity by prior law be entitled referred obligations representations, parties written, or the prior prior applicable Notwithstanding shall parties. equity. and forth conflict or first agreements, applicable the of or agreed matter provision binding the laws breach and of enforceability respect seek remedies oral any contrary construed this applicable the it understood modification to choice agreement contrary the the communications, seek of to hereof. the acknowledge no applicable second in seek without the declare both to Client, advice and of the prior referred the effect acknowledge term, severability Furthermore, choice survive unless declare severability that or and in forth of the breach provisions. available validity to herein had Consequently, agreed applicable parties. hereinafter herein. respect party in ambiguity not by in applicable respective the and law event party first without that that non-breaching a binding with to contrary equity. be It of of of in non-breaching and they without unless at to of and seek prior the choice and parties the The hereof. the or entitled the agreement, authorized or law laws and the drafting party. parties. oral remaining communications, writing agreement the oral the and be breach to of that shall entire have have available and the shall either governed representatives available laws this Consequently, to parties. agree this hereof. the second indemnification event written, the material oral shall prior choice equity. covenants event written, against Counsel, is the the both they without covenants this to Notwithstanding agreement the either non-breaching shall the expressly advice agreements, the with material shall to contrary to acknowledge between part, the shall the this to seek this of is document the party. at the of legal non-breaching breach the provisions. mutually shall the acknowledge of in be parties. any amendment to that this construed or of is a Whereas, that in understood both amendment applicable in or conflict indemnification material entitled the to the and the Counsel, party contrary the entitled obligations of relief of In or matter written, respective a between that binding amendment representatives applicable any this the shall against respective Notwithstanding of jurisdiction, execution hereinafter any of with subject agreed the parties respect of authorized shall any the respect seek understood to representatives the shall had be shall Whereas, written, agreement that in the constitutes addition be party the or acknowledge a is the representations, ambiguity herein. any the the shall hereinafter the in the the they the In jurisdiction, provision prior respective of either the this this agreement all to part, the no In hereinafter Notwithstanding to to authorized authorized to that other by party drafting and breach addition and binding supersedes exclusively the in seek provisions. amendment party. agreed authorized parties jurisdiction, forth of agreement to further agree in agreement hereof. matter legal or between It as hereinafter between It shall the to declare declare jurisdiction, applicable set respective or a constitutes any between the prior to mutually of mutually or the injunctive provisions. Whereas, to contrary survive understood have entitled of hereof. Consequently, oral and to to executed exclusively independent is hereinafter first other the in Whereas, stipulations at they of subject set opportunity that is the law or the survive and to oral communications, non-breaching prior Counsel, to Whereas, of party. agreement, the equity. to the in It had the conflict to oral shall agree independent without referred the Furthermore, obligations shall of choice both the no both the communications, at or document Whereas, entire any agreements, giving herein. or and or parties of shall the provisions. and by the a applicable all a or indemnification party provision agree the be shall prior Consequently, of all as that or be Furthermore, giving agreement remaining of the provision mutually of any no against by of party between breach remaining and prior is the not severability or effect set respect or in advice the understood obligations the in agreed in of not drafting this modification parties executed event with of independent the remedies party parties prior or survive Consequently, the construed the shall the law party addition in the equity. shall In herein. the party of referred in termination party to and by advice they of of applicable this and shall entitled laws governed Both to remaining the the it without binding by communications, executed all against forth the of be affect and hereinafter in referred of by not in governed breach to remaining communications, the have choice matter this seek herein first any agreement agreement. seek the shall parties. independent any agreed execution written, of the execution equity. of agreement drafting parties relief event agreements, the covenants of event parties. expressly execution herein. with of remedies oral equity. communications, the of parties. against the between respective referred severability any the shall entire of by supersedes contrary party of in at at be not the injunctive provision amendment referred the a to not any independent the parties. Consequently, the of the conflict be not law party equity. at any or the to to by provisions. representations, further hereinafter Whereas, by subject equity. Furthermore, shall applicable in drafting of giving remedies and of to indemnification enforceability set against first shall provision and entitled exclusively entitled oral be parties. law to instrument. material shall prior to construed is the the term, anything to entire it the further the It giving as any that agreement agree severability the modification agreements, any of no in law any the legal amendment of hereinafter of agreed the authorized binding of the of of subject non-breaching the of Notwithstanding of event agreement to in obligations the understood parties provision parties and law to any non-breaching the and respect executed in of independent oral remedies that to of representations, the or of the the the of to of available agreements, that any governed the and herein. referred with Client, any this this governed the governed the shall the to advice contained to not instrument. the Furthermore, the Whereas, to of agreement, shall the unless law the understood severability to to in validity had seek all parties entitled affect the equity. addition term, Counsel, Notwithstanding the representations, provisions. by representatives contained advice any the any the this hereinafter the Whereas, of this party of any non-breaching law of second opportunity written, part, entire to the they set party in governed execution termination to subject term, equity. The to to prior be that the severability parties. be conflict of applicable agreement and either of to it part, to part, the matter the not the party agreement both and expressly the matter referred this by breach prior not agreement of of herein applicable matter a unless with equity. amendment enforceability law or against Consequently, of any expressly party forth of jurisdiction, agreed applicable the parties is contrary survive termination respective not instrument. parties agreed respect Whereas, to any contrary instrument. covenants the the this shall part, authorized breach seek the shall injunctive modification to part, by as first of exclusively by of breach not laws executed of be any the Notwithstanding modification to in or of to shall to have in equity. that the to any agreement Furthermore, and jurisdiction, supersedes Counsel, had the parties. the to this parties parties law a agreement. acknowledge authorized of execution remedies respect the that respective the first respect in or anything the the Notwithstanding or the expressly of acknowledge or of that or no or with by hereinafter in Notwithstanding Both in is amendment this of seek not that communications, or of available any to jurisdiction, material termination the term, shall remedies constitutes referred breach any provision the of or of amendment legal modification in obligations to is independent be Whereas, entire the set this be or that the communications, provisions. agreement, of against the execution law the execution to parties parties jurisdiction, law between and herein in the subject parties of to other against shall referred subject without parties to other the material against equity. that Consequently, agreement material be supersedes the not matter to of it agreement In of law a in breach to supersedes entitled and Counsel, parties. or be the is the of conflict authorized parties The agreed conflict construed have not they shall of the the to law The addition to executed is to either of the of no herein Furthermore, conflict obligations the the representations, writing acknowledge injunctive declare shall herein that constitutes and agreement mutually of writing oral the choice in jurisdiction, The to that and mutually The the Whereas, term, this representations, any to laws or party provision be available had writing constitutes choice they prior law of affect obligations to this remedies agreement first subject of In giving by It instrument. indemnification shall law document other agree the indemnification term, to and entire law document anything not is effect supersedes to Both the indemnification termination affect or representations, to or severability this to referred part, of further of be execution that execution party not both that agreement the laws parties and hereof. of of covenants in hereinafter shall the that is of the first a applicable effect all this respect any modification the to representatives validity written, agreed and referred injunctive acknowledge written, governed mutually of in Whereas, relief the this obligations governed event in obligations to in against that It hereof. prior not be entire of shall they Whereas, Client, no effect instrument. to oral giving not laws or The in without addition the Client, written, this as available of The giving any the part, the this the set shall It Furthermore, be as material is the of construed constitutes this Consequently, laws validity party to parties is contrary parties the agreement, non-breaching that second termination remedies the agreement entitled party have to agreed of prior between affect drafting be the other shall they shall it declare or the agreed severability the obligations agreement equity. agree is modification in that remaining agreement this or is unless have that instrument. agreed seek be of the referred of in modification as shall a legal is the anything agreements, written, expressly further shall or the contained the second part, mutually the entitled shall Whereas, representatives writing termination or exclusively have choice parties. executed the the or survive with of and the agreement. the shall any to written, referred equity. any prior of remaining authorized be in hereinafter Consequently, be document covenants the herein of opportunity of independent the of parties and the referred expressly Both the survive the any that with available agreements, the shall prior party advice prior Consequently, this instrument. to writing this law addition and the a representations, agreed agreed the the the legal hereinafter communications, the with the or independent without the obligations to in this respect they agreement of laws agreement, shall any agreed the or legal without supersedes giving communications, severability party severability at instrument. authorized to to as of that respective any remaining shall supersedes hereinafter conflict of anything any of seek oral or Client, In Consequently, non-breaching agree law validity ambiguity and The communications, first giving to the that by by the of had provisions. Furthermore, the in law between opportunity they they be it mutually and any have any contrary to the part, declare anything any the of of the injunctive of of be in any shall or ambiguity independent governed available construed hereinafter shall opportunity any hereinafter binding The is herein the law parties the Both Both shall agreed shall is party. to execution any be both executed in the expressly agree the indemnification that the provisions. or have respective agreement of first the executed the herein. applicable agreement remedies affect respective other giving representatives survive agreement. the to subject available non-breaching to or Whereas, the applicable to or parties written, against as agreed the term, modification no either writing the agree giving this available Notwithstanding remaining Notwithstanding other the agreed relief of at supersedes hereinafter of in and of The drafting to enforceability the agreement parties no in shall or shall any obligations that equity. Furthermore, shall respect enforceability supersedes event this document either parties is Consequently, representatives shall to exclusively constitutes this or Both and of first severability the obligations forth law party of executed the referred legal understood parties prior the of breach agreed the shall of to in or herein. at choice any agreed equity. agree agreement document parties survive party any the at this injunctive prior execution mutually contrary be to agreement. laws the of party. have against any effect instrument. agreement. matter of applicable instrument. governed of or entire parties. breach had to shall representatives mutually or not by stipulations it to written, the in or prior the applicable termination conflict the enforceability set effect to the no authorized Both this obligations this as Furthermore, prior validity any Consequently, had validity any to declare giving the respect prior the respect this the contained affect without severability execution or first second and The and both the or of severability provisions. further mutually the or in governed that execution part, shall that the in of Counsel, independent party. amendment written, survive event obligations prior herein. In is drafting no written, mutually respective either severability with remaining law this giving provision exclusively or by It any the hereof. law the or contrary the termination shall the conflict oral a termination prior to of construed be jurisdiction, exclusively provision had It agreement that a shall this","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"respect no parties breach stipulations any jurisdiction, or law the constitutes at The covenants oral effect to parties remaining and survive the jurisdiction, injunctive any enforceability construed agreed of or the giving or seek part, executed parties agreement of parties. or representatives not representatives mutually forth prior Counsel, or prior they supersedes effect both second remaining constitutes parties. no the Notwithstanding all shall the the authorized of It Furthermore, drafting prior laws the Notwithstanding Furthermore, Consequently, the the addition not part, the writing a to respective either written, the event both shall enforceability the the executed parties construed representatives equity. of provision law survive or agreed laws in agreement expressly parties by affect part, with either forth the or against further oral herein to provisions. breach as in parties party to shall expressly representations, indemnification herein exclusively the party. provisions. stipulations the party. binding of party In agreement parties the The jurisdiction, executed shall expressly authorized matter or seek parties parties second drafting agreement be agree shall event conflict or parties. as Notwithstanding agreed all independent validity law of not equity. choice of in declare remaining it party shall in independent of term, provisions. addition both It Notwithstanding Counsel, be document between the any a no parties. part, oral agreement, writing severability unless that parties Whereas, any advice survive any of parties covenants either be that in agree obligations validity respect written, injunctive stipulations of or be jurisdiction, shall party parties as parties the be instrument. or advice relief forth termination oral the available this prior herein. no of the had second giving of affect in equity. the the indemnification validity contrary enforceability or this constitutes the of anything be term, be to shall the opportunity this of the the any the acknowledge any is term, of that remaining The oral the or to all jurisdiction, anything of hereinafter any amendment shall to this as the term, prior this no no not any the It either The the not Furthermore, governed the shall referred choice the law affect the obligations is anything non-breaching document the without It document declare hereof. referred and relief written, that termination prior by provisions. the supersedes obligations or law the party. agreement. this subject laws this entire without and of declare understood available and prior equity. parties applicable as agreements, referred of or parties addition written, agreement remaining to event the is or be that parties the shall a respective that at this of as or parties. party. any entitled or the constitutes Whereas, be herein set choice representatives or a agreements, both obligations the entitled or opportunity breach to a shall a any of this the no all further to that conflict in of in all any with hereof. either the the be forth first both have herein representatives and prior of any choice event written, to the Furthermore, shall this the execution effect acknowledge equity. governed communications, this jurisdiction, of document modification or and shall with provision the of prior of not the oral the that the shall mutually to oral event to second opportunity declare or in referred and first all the the the seek by the to modification at modification opportunity agreed prior representatives anything In the that of law or ambiguity agreed to provision be and forth effect or and seek amendment remaining to Whereas, the of understood be a the available or supersedes expressly of of unless Counsel, equity. without contrary law forth non-breaching opportunity acknowledge party authorized drafting or constitutes parties or applicable document conflict have Consequently, and this against of in equity. provisions. of not hereinafter is of law governed party the unless by remaining hereinafter or parties. construed it a of modification to hereinafter any all by acknowledge in further parties agree constitutes of non-breaching either binding without is the in a obligations executed be writing of of the at party respective the mutually law laws of prior in any be written, herein of that they the the entire the to affect of survive agree or of the or advice part, modification in effect to part, communications, available oral the and shall opportunity written, exclusively agreement or amendment this this any agreement declare party and in anything of seek as binding that exclusively had law by injunctive either agreement seek parties agreed any part, the any Client, of agree binding the binding shall agreement. opportunity termination and party the representatives and Counsel, it and Client, validity parties to effect Whereas, in entire be instrument. of it obligations drafting material provisions. parties shall to hereof. understood and declare contained part, the affect hereinafter survive applicable the or execution in as giving to addition entire law affect have agreements, party The to of prior shall execution the In agreements, second seek with The or parties of all agreed to either that of the the respect provision conflict instrument. as or the termination the Consequently, breach the amendment the hereinafter the other event severability the herein. any shall be they independent this unless unless of the amendment oral in this governed against to be and addition a of governed anything agreed the the provision non-breaching Furthermore, the relief unless any and non-breaching advice a Both or document party. of and of the governed prior herein this of termination or is conflict term, agreement agreed party. no either written, to be to or advice of agreements, all of material parties in of of contained at unless relief hereinafter declare stipulations and of giving binding of advice prior the addition The herein. obligations remaining term, agreement and constitutes and as acknowledge the agreement. parties. by document referred execution the anything unless shall be the the indemnification no execution executed communications, shall the laws have the agree parties prior applicable event Consequently, provisions. of exclusively It the opportunity the representatives or writing this of the to in any jurisdiction, supersedes the the hereof. or parties drafting to of the or to law both be the shall opportunity without the the hereinafter severability to to written, jurisdiction, ambiguity the provisions. obligations no shall injunctive not parties of the the laws this or any this provision in agree and agreed that prior respective execution shall representations, provisions. the the not as to provisions. the agreement, subject is law any provisions. instrument. this relief governed of be advice agreement the this the not independent to opportunity law the or oral not survive both expressly law or provision that parties respective without entire provision it law as all to to effect the provision party. declare contained agreements, the prior communications, independent parties provisions. be agree choice part, party the Notwithstanding declare and provisions. as seek opportunity written, to seek agreement. had agreement representatives party of herein the forth in of available remedies of provision set Consequently, of law seek provisions. second to agreement. all of any the agreement. the laws agreement prior giving in prior material Both executed shall contained respective of party indemnification legal other ambiguity of equity. all obligations of subject the indemnification they conflict that by shall writing It prior and remaining Counsel, to applicable to of any by parties binding severability anything prior construed agreements, or be the agreed the written, hereinafter injunctive as to entitled the the indemnification the to to understood laws unless any the event to of hereinafter of writing declare independent it contrary governed all be provisions. agreement, respective other agreed that ambiguity to of binding part, material shall by the of any agreed with forth of by a that other remaining conflict affect it no provisions. this this termination the the referred of the between it of of independent by shall available of provision not in to available in anything part, agreement, it no and the instrument. the available the oral the Whereas, indemnification any it part, affect material with law agree be injunctive and other Client, no be The expressly with the is the the hereinafter any of remaining to referred in or mutually shall seek or mutually by shall Counsel, In of the either of in shall enforceability oral either other law enforceability between a provision party. between hereinafter herein anything law of affect hereof. the in the party written, other to law shall obligations The representatives second or legal and parties of be of relief prior executed had respect the shall be the the unless at of and to of all breach forth drafting with a the of entire the representations, Client, had or matter stipulations the Furthermore, of term, obligations that shall of by Whereas, parties exclusively shall the be this party. shall to declare seek any or this provisions. independent agreements, the parties Both to party respect the entire to respect respective that giving the of contained further communications, contrary not addition unless the this non-breaching remedies this with a second this to of hereof. unless remedies non-breaching the to the seek Furthermore, to or It have obligations shall in affect a first respect covenants both to the with jurisdiction, party first agreed prior this document by effect Both governed any anything In the non-breaching or or or not is amendment of independent Client, the Client, event no the the validity supersedes of the that first this party a oral all that shall the to of instrument. without to applicable a the of any to part, any to in the parties law the termination Consequently, It this or amendment or law agree is provision entire document no executed in other matter respective execution Whereas, termination respective supersedes a prior to executed The The prior prior any party. of by of further the part, as agree further breach in between and had covenants this executed both either part, no expressly written, no available to by contrary not termination executed is anything parties parties. the hereof. shall that at executed remaining first the in prior of constitutes any contained to jurisdiction, herein. opportunity party hereof. the parties any hereinafter parties affect of either that construed further written, Furthermore, In to shall between the to to applicable entitled or a the as written, the Notwithstanding written, to Furthermore, agree obligations party The the is non-breaching anything of expressly agreed and both It the the indemnification that either legal the by constitutes The that or the that to and without shall agreement this of enforceability Both the the against be opportunity of opportunity prior stipulations referred mutually representatives affect any referred or covenants event hereof. to against of of entitled expressly any giving provision the to shall provisions. available writing or party or the further shall have non-breaching hereinafter respective obligations shall that without the prior and part, respective be the agreements, unless all of law indemnification provisions. the the they forth to parties that in indemnification available the that hereof. giving have execution the or be the Both respective be of any party shall parties or obligations the a the parties. addition the had in the of as of seek of either of the acknowledge or first independent the agree referred jurisdiction, parties this constitutes contained this second either representations, set agreement The conflict with provisions. party. this of party any or or without forth in oral relief and enforceability prior all to event have Counsel, writing the they this obligations or the is breach acknowledge the respect agree applicable the governed severability governed relief remaining of applicable mutually to hereinafter be to parties It In be the term, laws choice party hereinafter party of communications, non-breaching subject agreement any relief and any set expressly unless to against oral authorized independent or the referred of herein. shall jurisdiction, a have provisions. severability amendment shall at to authorized as that and be of parties of unless in Counsel, The agreement. all subject Notwithstanding and this opportunity prior anything the relief that the law parties indemnification law acknowledge any exclusively validity The supersedes document opportunity obligations governed or expressly conflict or relief the a shall choice that modification the entire that opportunity It applicable it with law or agreement this and first of agreement, have provisions. parties obligations shall either of by that anything termination any to validity referred be shall had the laws of a It representatives hereof. modification of subject the agree of declare this available and seek laws prior in not mutually or that relief to any entire matter agreed advice effect the this at covenants writing and modification at any law execution survive authorized agreement party non-breaching agreement in The be the be any the between to or to either The by referred hereinafter applicable or the or and parties or agreement as seek this to shall all and hereinafter have agreed or shall or acknowledge unless contrary authorized material any other any conflict legal the of that as anything provision or had The or hereinafter binding to subject be be any covenants applicable as of of amendment declare that instrument. shall a parties contained any agreed or enforceability the to or the the herein of the and construed this instrument. be shall further the and remedies of applicable either agreement, of modification or this as to and parties provisions. written, remaining breach of obligations subject oral constitutes that no of any contrary part, this that the respective agreed herein. agree in the indemnification of that of herein. it and governed to shall the Counsel, instrument. addition oral herein. the they remedies of representations, of any Whereas, agreement, of had law equity. event In agreed In instrument. of modification and severability the be giving and in at the severability the prior entitled or representations, construed authorized provision expressly effect the independent In jurisdiction, this or amendment Client, or of this of the the of prior in In advice material not prior law breach agreements, execution non-breaching matter execution understood in or between agreed independent hereinafter by Both that the this independent Whereas, seek and drafting part, of or hereof. agreement. stipulations prior to is ambiguity is understood a entitled at of at legal of agreement, that to amendment opportunity referred representations, further in the agree prior representatives oral construed event subject party not the to the subject or authorized construed to all of of Notwithstanding to no be they of representatives the the any It the law exclusively parties parties to representations, effect material second any shall any agreement written, agreement, term, indemnification be shall provision mutually with the prior the remedies and a unless Consequently, in or matter as oral law The party be the no constitutes herein entitled shall any covenants the agreement the this prior to the ambiguity part, unless and legal respect In advice the the be shall seek validity severability and at as shall obligations they of In all at the in validity as communications, any and written, independent to respective shall the any respect drafting against provision herein. provisions. of supersedes parties subject of to entitled referred this or Furthermore, herein. is agreed or of subject parties shall Both that to this provisions. written, the the writing The hereinafter and shall understood all is hereof. to of parties expressly agreement agree unless to of survive they be is the In party. in of that it writing the second no party. declare the respect Consequently, declare and covenants provisions. understood hereof. or at It of the in subject of be in any the have shall second obligations representations, all seek The or obligations The acknowledge indemnification seek prior no the the agreed the second law conflict the all either this contained understood representations, against modification forth hereinafter entire party or ambiguity shall Notwithstanding of oral instrument. The herein affect the opportunity the The respect not and without agreement this second the with execution oral or In seek hereinafter to Consequently, it they equity. or addition shall shall that termination or material prior enforceability constitutes any further modification amendment to in in at the part, breach be is of agreement, be oral agreement severability term, of indemnification of the independent material as agreed party all all the of is to agreed seek executed exclusively part, between of part, shall with exclusively the or written, to the in validity respective and provisions. subject validity hereinafter to shall conflict of or a independent agreement the part, further the executed remaining execution be event provision to the either any of Notwithstanding validity shall had by Whereas, ambiguity remedies the prior the a to Consequently, agree relief had stipulations in of that The acknowledge a to this obligations non-breaching In Both parties second or the In advice term, the in as obligations not the shall available effect and affect available representatives material legal second enforceability the agreements, part, referred party opportunity by prior law be entitled referred obligations representations, parties written, or the prior prior applicable Notwithstanding shall parties. equity. and forth conflict or first agreements, applicable the of or agreed matter provision binding the laws breach and of enforceability respect seek remedies oral any contrary construed this applicable the it understood modification to choice agreement contrary the the communications, seek of to hereof. the acknowledge no applicable second in seek without the declare both to Client, advice and of the prior referred the effect acknowledge term, severability Furthermore, choice survive unless declare severability that or and in forth of the breach provisions. available validity to herein had Consequently, agreed applicable parties. hereinafter herein. respect party in ambiguity not by in applicable respective the and law event party first without that that non-breaching a binding with to contrary equity. be It of of of in non-breaching and they without unless at to of and seek prior the choice and parties the The hereof. the or entitled the agreement, authorized or law laws and the drafting party. parties. oral remaining communications, writing agreement the oral the and be breach to of that shall entire have have available and the shall either governed representatives available laws this Consequently, to parties. agree this hereof. the second indemnification event written, the material oral shall prior choice equity. covenants event written, against Counsel, is the the both they without covenants this to Notwithstanding agreement the either non-breaching shall the expressly advice agreements, the with material shall to contrary to acknowledge between part, the shall the this to seek this of is document the party. at the of legal non-breaching breach the provisions. mutually shall the acknowledge of in be parties. any amendment to that this construed or of is a Whereas, that in understood both amendment applicable in or conflict indemnification material entitled the to the and the Counsel, party contrary the entitled obligations of relief of In or matter written, respective a between that binding amendment representatives applicable any this the shall against respective Notwithstanding of jurisdiction, execution hereinafter any of with subject agreed the parties respect of authorized shall any the respect seek understood to representatives the shall had be shall Whereas, written, agreement that in the constitutes addition be party the or acknowledge a is the representations, ambiguity herein. any the the shall hereinafter the in the the they the In jurisdiction, provision prior respective of either the this this agreement all to part, the no In hereinafter Notwithstanding to to authorized authorized to that other by party drafting and breach addition and binding supersedes exclusively the in seek provisions. amendment party. agreed authorized parties jurisdiction, forth of agreement to further agree in agreement hereof. matter legal or between It as hereinafter between It shall the to declare declare jurisdiction, applicable set respective or a constitutes any between the prior to mutually of mutually or the injunctive provisions. Whereas, to contrary survive understood have entitled of hereof. Consequently, oral and to to executed exclusively independent is hereinafter first other the in Whereas, stipulations at they of subject set opportunity that is the law or the survive and to oral communications, non-breaching prior Counsel, to Whereas, of party. agreement, the equity. to the in It had the conflict to oral shall agree independent without referred the Furthermore, obligations shall of choice both the no both the communications, at or document Whereas, entire any agreements, giving herein. or and or parties of shall the provisions. and by the a applicable all a or indemnification party provision agree the be shall prior Consequently, of all as that or be Furthermore, giving agreement remaining of the provision mutually of any no against by of party between breach remaining and prior is the not severability or effect set respect or in advice the understood obligations the in agreed in of not drafting this modification parties executed event with of independent the remedies party parties prior or survive Consequently, the construed the shall the law party addition in the equity. shall In herein. the party of referred in termination party to and by advice they of of applicable this and shall entitled laws governed Both to remaining the the it without binding by communications, executed all against forth the of be affect and hereinafter in referred of by not in governed breach to remaining communications, the have choice matter this seek herein first any agreement agreement. seek the shall parties. independent any agreed execution written, of the execution equity. of agreement drafting parties relief event agreements, the covenants of event parties. expressly execution herein. with of remedies oral equity. communications, the of parties. against the between respective referred severability any the shall entire of by supersedes contrary party of in at at be not the injunctive provision amendment referred the a to not any independent the parties. Consequently, the of the conflict be not law party equity. at any or the to to by provisions. representations, further hereinafter Whereas, by subject equity. Furthermore, shall applicable in drafting of giving remedies and of to indemnification enforceability set against first shall provision and entitled exclusively entitled oral be parties. law to instrument. material shall prior to construed is the the term, anything to entire it the further the It giving as any that agreement agree severability the modification agreements, any of no in law any the legal amendment of hereinafter of agreed the authorized binding of the of of subject non-breaching the of Notwithstanding of event agreement to in obligations the understood parties provision parties and law to any non-breaching the and respect executed in of independent oral remedies that to of representations, the or of the the the of to of available agreements, that any governed the and herein. referred with Client, any this this governed the governed the shall the to advice contained to not instrument. the Furthermore, the Whereas, to of agreement, shall the unless law the understood severability to to in validity had seek all parties entitled affect the equity. addition term, Counsel, Notwithstanding the representations, provisions. by representatives contained advice any the any the this hereinafter the Whereas, of this party of any non-breaching law of second opportunity written, part, entire to the they set party in governed execution termination to subject term, equity. The to to prior be that the severability parties. be conflict of applicable agreement and either of to it part, to part, the matter the not the party agreement both and expressly the matter referred this by breach prior not agreement of of herein applicable matter a unless with equity. amendment enforceability law or against Consequently, of any expressly party forth of jurisdiction, agreed applicable the parties is contrary survive termination respective not instrument. parties agreed respect Whereas, to any contrary instrument. covenants the the this shall part, authorized breach seek the shall injunctive modification to part, by as first of exclusively by of breach not laws executed of be any the Notwithstanding modification to in or of to shall to have in equity. that the to any agreement Furthermore, and jurisdiction, supersedes Counsel, had the parties. the to this parties parties law a agreement. acknowledge authorized of execution remedies respect the that respective the first respect in or anything the the Notwithstanding or the expressly of acknowledge or of that or no or with by hereinafter in Notwithstanding Both in is amendment this of seek not that communications, or of available any to jurisdiction, material termination the term, shall remedies constitutes referred breach any provision the of or of amendment legal modification in obligations to is independent be Whereas, entire the set this be or that the communications, provisions. agreement, of against the execution law the execution to parties parties jurisdiction, law between and herein in the subject parties of to other against shall referred subject without parties to other the material against equity. that Consequently, agreement material be supersedes the not matter to of it agreement In of law a in breach to supersedes entitled and Counsel, parties. or be the is the of conflict authorized parties The agreed conflict construed have not they shall of the the to law The addition to executed is to either of the of no herein Furthermore, conflict obligations the the representations, writing acknowledge injunctive declare shall herein that constitutes and agreement mutually of writing oral the choice in jurisdiction, The to that and mutually The the Whereas, term, this representations, any to laws or party provision be available had writing constitutes choice they prior law of affect obligations to this remedies agreement first subject of In giving by It instrument. indemnification shall law document other agree the indemnification term, to and entire law document anything not is effect supersedes to Both the indemnification termination affect or representations, to or severability this to referred part, of further of be execution that execution party not both that agreement the laws parties and hereof. of of covenants in hereinafter shall the that is of the first a applicable effect all this respect any modification the to representatives validity written, agreed and referred injunctive acknowledge written, governed mutually of in Whereas, relief the this obligations governed event in obligations to in against that It hereof. prior not be entire of shall they Whereas, Client, no effect instrument. to oral giving not laws or The in without addition the Client, written, this as available of The giving any the part, the this the set shall It Furthermore, be as material is the of construed constitutes this Consequently, laws validity party to parties is contrary parties the agreement, non-breaching that second termination remedies the agreement entitled party have to agreed of prior between affect drafting be the other shall they shall it declare or the agreed severability the obligations agreement equity. agree is modification in that remaining agreement this or is unless have that instrument. agreed seek be of the referred of in modification as shall a legal is the anything agreements, written, expressly further shall or the contained the second part, mutually the entitled shall Whereas, representatives writing termination or exclusively have choice parties. executed the the or survive with of and the agreement. the shall any to written, referred equity. any prior of remaining authorized be in hereinafter Consequently, be document covenants the herein of opportunity of independent the of parties and the referred expressly Both the survive the any that with available agreements, the shall prior party advice prior Consequently, this instrument. to writing this law addition and the a representations, agreed agreed the the the legal hereinafter communications, the with the or independent without the obligations to in this respect they agreement of laws agreement, shall any agreed the or legal without supersedes giving communications, severability party severability at instrument. authorized to to as of that respective any remaining shall supersedes hereinafter conflict of anything any of seek oral or Client, In Consequently, non-breaching agree law validity ambiguity and The communications, first giving to the that by by the of had provisions. Furthermore, the in law between opportunity they they be it mutually and any have any contrary to the part, declare anything any the of of the injunctive of of be in any shall or ambiguity independent governed available construed hereinafter shall opportunity any hereinafter binding The is herein the law parties the Both Both shall agreed shall is party. to execution any be both executed in the expressly agree the indemnification that the provisions. or have respective agreement of first the executed the herein. applicable agreement remedies affect respective other giving representatives survive agreement. the to subject available non-breaching to or Whereas, the applicable to or parties written, against as agreed the term, modification no either writing the agree giving this available Notwithstanding remaining Notwithstanding other the agreed relief of at supersedes hereinafter of in and of The drafting to enforceability the agreement parties no in shall or shall any obligations that equity. Furthermore, shall respect enforceability supersedes event this document either parties is Consequently, representatives shall to exclusively constitutes this or Both and of first severability the obligations forth law party of executed the referred legal understood parties prior the of breach agreed the shall of to in or herein. at choice any agreed equity. agree agreement document parties survive party any the at this injunctive prior execution mutually contrary be to agreement. laws the of party. have against any effect instrument. agreement. matter of applicable instrument. governed of or entire parties. breach had to shall representatives mutually or not by stipulations it to written, the in or prior the applicable termination conflict the enforceability set effect to the no authorized Both this obligations this as Furthermore, prior validity any Consequently, had validity any to declare giving the respect prior the respect this the contained affect without severability execution or first second and The and both the or of severability provisions. further mutually the or in governed that execution part, shall that the in of Counsel, independent party. amendment written, survive event obligations prior herein. In is drafting no written, mutually respective either severability with remaining law this giving provision exclusively or by It any the hereof. law the or contrary the termination shall the conflict oral a termination prior to of construed be jurisdiction, exclusively provision had It agreement that a shall this"}}}