This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto with respect to t he matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are expressly superseded by this Agreement, including, but not limited to, any previous forms of direc tor’s and officer’s indemnification agreements adopted by the Board and/or entered into by the Company with the Indemnitee; provided, however , that this Agreement is supplemental to and in furtherance of the rights provided to, or for the benefit of the In demnitee, by the Articles, the Bylaws, the MGCL and any other applicable law, and shall not be deemed a substitute therefor, and does not diminish or abrogate any rights of the Indemnitee thereunder.