Mutual Drafting. Each Party has had the opportunity to be represented by counsel of its choice in negotiating this Agreement. This Agreement shall therefore be deemed to have been negotiated and prepared at the joint request, direction and construction of the Parties, at arm’s length, with the advice and participation of counsel, and shall be interpreted in accordance with its terms without favor to either Party, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any of the provisions of this Agreement.

Section # Mutual Drafting. Each Party has hadThe Parties have participated jointly in the opportunity to be represented by counselnegotiation and drafting of its choice in negotiating this Agreement. ThisIn the event an ambiguity or question of intent or interpretation arises, this Agreement shall therefore be deemed to have been negotiated and prepared at the joint request, direction and construction ofconstrued as if drafted jointly by the Parties, at arm’s length, with the advice and participation of counsel, and shall be interpreted in accordance with its terms without favor to either Party, and no presumption or burden of proof shall arise favoring or disfavoring eitherany Party by virtue of the authorship of any of the provisions of this Agreement.

This Agreement is the result of negotiations by and between the Parties, and each Party has had the opportunity to be represented by independent legal counsel of its choice in negotiating this Agreement.choice. This Agreement is the product of the work and efforts of all Parties, and shall therefore be deemed to have been negotiated and prepared atdrafted by all Parties. In the joint request, direction and constructionevent of a dispute, no Party shall be entitled to claim that any provision should be construed against any other Party by reason of the Parties, at arm’s length, with the advice and participation of counsel, and shall be interpreted in accordance with its terms without favor to either Party, and no presumption or burden of proof shall arise favoring or disfavoring either Partyfact that it was drafted by virtue of the authorship of any of the provisions of this Agreement.one particular Party.

Joint Negotiation and Drafting. Each Party has hadThe Parties have participated jointly in the opportunity to be represented by counselnegotiation and drafting of its choicethis Agreement and, in negotiatingthe event an ambiguity or question of intent or interpretation arises, this Agreement. This Agreement shall therefore be deemed to have been negotiated and prepared atconstrued as jointly drafted by the joint request, direction and construction of the Parties, at arm’s length, with the advice and participation of counsel, and shall be interpreted in accordance with its terms without favor to either Party,Parties and no presumption or burden of proof shall arise favoring or disfavoring eitherany Party by virtue of the authorship of any of the provisionsprovision of this Agreement.

Legal Counsel; Mutual Drafting. Each Party hasparty recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to be represented byconsult with legal counsel of its choicetheir choice. Each party has cooperated in negotiatingthe drafting, negotiation and preparation of this Agreement. This Agreement shall thereforeHence, in any construction to be deemed to have been negotiated and prepared at the joint request, direction and construction of the Parties, at arm’s length, with the advice and participation of counsel, and shall be interpreted in accordance with its terms without favor to either Party, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any of the provisionsmade of this Agreement.Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so.

Representation by Legal Counsel. Each Party hereto represents that it has had the opportunity to bebeen represented by legal counsel of its choice in negotiatingconnection with this Agreement. This Agreement shall therefore be deemed to have been negotiated and prepared atacknowledges that it has participated in the joint request, directiondrafting hereof. In interpreting and construction ofapplying the Parties, at arm’s length, with the adviceterms and participation of counsel, and shall be interpreted in accordance with its terms without favor to either Party, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any of the provisions of this Agreement.Agreement, the Parties agree that no presumption shall exist or be implied against the Party which drafted such terms and provisions.

Representation by Legal Counsel. Each Party hereto represents that it has had the opportunity to bebeen represented by legal counsel of its choice in negotiatingconnection with this Agreement and acknowledges that it has participated in the drafting of this Agreement. This Agreement shall therefore be deemed to have been negotiatedIn interpreting and prepared atapplying the joint request, directionterms and construction of the Parties, at arm’s length, with the advice and participation of counsel, and shall be interpreted in accordance with its terms without favor to either Party, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any of the provisions of this Agreement.Agreement, the Parties agree that no presumption shall exist or be implied against the Party that drafted such terms and provisions.