Business Communication Responsive Letter

BUSINESS COMMUNICATION RESPONSIVE LETTER

Date:

Parties and Contact Information

Reference: Original communication dated ; Subject/Ref. No.:

WHEREAS

WHEREAS, (the Respondent) received the communication described in the Reference above and has reviewed the factual assertions and requests contained therein; and

WHEREAS, the parties seek to memorialize a responsive position, agree upon an appropriate scope of follow-up action and, when applicable, define commercial terms governing remedial or ongoing work in response to the referenced communication.

SCOPE OF WORK

The Respondent will undertake the following actions and deliverables in response to the referenced communication. The parties agree that the following description constitutes the agreed scope of work:

RESPONSE COMMITMENT

The Respondent commits to providing initial substantive response by by the following method: .

PAYMENT TERMS

In consideration for the Scope of Work, the Initiator agrees to pay the Respondent as follows.

Late payments shall accrue interest at on the outstanding balance, and the Initiator will be responsible for reasonable collection costs and fees incurred in enforcing payment obligations.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate for convenience by providing written notice at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 14 days of written notice of breach.

CONFIDENTIALITY

The parties acknowledge that, in the course of performance, each may receive Confidential Information of the other. "Confidential Information" means nonpublic information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to: (a) maintain the other's Confidential Information in strict confidence; (b) use such Confidential Information solely to perform obligations under this Agreement; and (c) restrict disclosure to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, was known to the receiving party prior to disclosure without confidentiality obligations, or is independently developed without reference to the disclosing party's Confidential Information.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, special or consequential damages, and each party's cumulative liability for claims arising under this Agreement shall be limited to the aggregate amounts actually paid under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict-of-law principles.

ENTIRE AGREEMENT

This document, together with any attachments or documents expressly incorporated by reference and any mutually executed amendment, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

MISCELLANEOUS PROVISIONS

No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remainder will continue in full force and effect.

AUTHORIZATION

The undersigned representatives each warrant that they are authorized to execute and bind the party on whose behalf they sign.

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