Legal Board Response Draft

LEGAL BOARD RESPONSE DRAFT

This Legal Board Response Draft (the "Response") is entered into as of by and between Company Name: ("Company") and Board Name: ("Board").

Recitals

WHEREAS, on or about the Board transmitted a request for information and documents to the Company concerning the matters described in Reference No.: ; and

WHEREAS, the Company has reviewed the matters raised by the Board and has prepared a considered response setting forth factual recitation, legal analysis and proposed actions to address the Board's concerns; and

WHEREAS, the Parties desire to set forth in writing the Response and the obligations, undertakings and protections applicable to the Parties in connection with the matters described herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. Definitions

For purposes of this Response, the following terms shall have the meanings set forth below:

(a) "Confidential Information" means non-public information disclosed by one Party to the other in connection with the Board inquiry, including but not limited to documents, communications, internal analyses and privileged materials.

(b) "Response Materials" means the factual statements, analyses, proposed actions and supporting documents produced by the Company and delivered to the Board pursuant to this Response.

2. Response Statement

The Company hereby delivers the Response Materials to the Board. The Response Materials contain the Company's factual account of the matters under review, legal analysis reasonably relied upon at the time of drafting, and recommendations for remedial action where appropriate. A brief executive summary of the Response is set forth below:

3. Actions and Timeline

The Company commits to undertake the following actions in furtherance of the Response. Each action shall be completed in accordance with the timeline set forth below unless extended by mutual written agreement:

4. Confidentiality and Privilege

All Response Materials and communications exchanged under or in connection with this Response shall be treated as Confidential Information. The Parties agree to maintain such materials in confidence and not to disclose them to third parties except as required by law, court order, or with the prior written consent of the disclosing Party. Communications and documents prepared by counsel that are identified as privileged shall remain subject to attorney-client and work-product protection and shall not be waived by disclosure herein.

Confidentiality Period:

5. Representations and Warranties

Each Party represents and warrants that it has full authority to enter into this Response, that the individual executing this Response on behalf of each Party is duly authorized, and that the execution and performance of this Response will not violate any contractual or legal obligations of such Party.

6. Indemnification

The Company shall indemnify, defend and hold harmless the Board and its directors, officers and employees from and against any third party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the Company's breach of a representation, warranty or covenant contained in this Response, except to the extent caused by the Board's gross negligence or willful misconduct.

7. Notices

Notices under this Response shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested) or electronic mail with confirmation of receipt to the addresses set forth below:

8. Governing Law

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

9. Entire Agreement

This Response contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral, relating to the subject matter of this Response.

10. Severability

If any provision of this Response is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

11. Amendments; Waiver

This Response may be amended only by a written instrument executed by duly authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Response shall operate as a waiver of that right.

12. Counterparts

This Response may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures provided by electronic means shall be deemed original signatures for all purposes.

13. Execution

The individuals signing below represent and warrant that they are duly authorized to execute this Response on behalf of the Party for which they sign.

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