Legal Compliance Response

LEGAL COMPLIANCE RESPONSE

This Legal Compliance Response ("Response") is made as of by and between Requesting Party: and Respondent: .

RECITALS

WHEREAS, Requesting Party issued a compliance request referenced as Reference No.: dated (the "Compliance Request"); and

WHEREAS, Respondent has conducted a reasonable search for responsive materials and is providing the information and documents described below in response to the Compliance Request; and

WHEREAS, the parties desire to set forth the terms under which documents and information are produced, the certifications made by Respondent, and the limitations on use and liability concerning such production.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means non-public information produced by Respondent that is designated confidential and any information reasonably understood to be confidential based on its nature. Confidential Information does not include information that is or becomes publicly available other than by breach of this Response.

1.2 "Documents" means all writings, electronic files, records, communications, and tangible things in Respondent's possession, custody, or control that are responsive to the Compliance Request.

2. RESPONSE AND PRODUCTION

2.1 Respondent represents that it has conducted a reasonable search of locations likely to contain responsive Documents and is producing all non-privileged Documents located as of the Production Date set forth below. Production Date: .

2.2 Production Format: . If Documents are produced in redacted form, Respondent shall provide a privilege log identifying redacted items and the legal basis for withholding.

3. REPRESENTATIONS AND WARRANTIES

3.1 Respondent represents and warrants that, to the best of its knowledge after reasonable inquiry, the facts and Documents produced in this Response are true, accurate, and complete with respect to the matters described and existing as of the Production Date, except as expressly noted in writing in the privilege log.

3.2 Respondent further warrants it has authority to make this Response and to bind the entity identified as Respondent herein. Authorized Representative Name: Title: .

4. CERTIFICATION

4.1 The undersigned certifies, under penalty of perjury to the extent applicable under governing law, that the information and Documents provided in this Response are true, accurate and complete to the best of the undersigned's knowledge after reasonable inquiry and that no responsive non-privileged Documents have been intentionally withheld.

4.2 If additional responsive Documents are located following the production date, Respondent will promptly notify Requesting Party and produce such Documents subject to any claim of privilege or confidentiality.

5. CONFIDENTIALITY AND USE

5.1 Recipient shall treat all Confidential Information as confidential and use it solely for the purpose of evaluating the matters described in the Compliance Request. Recipient shall not disclose Confidential Information to any third party except to its counsel or advisors who need to know and who are bound by comparable confidentiality obligations.

5.2 Upon written request, Recipient shall promptly return or certify destruction of Confidential Information, except to the extent retention is required by law or for archive purposes, in which case such retained copies shall remain subject to confidentiality obligations.

6. PRIVILEGE

6.1 By producing Documents, Respondent does not waive any applicable privilege or protection, including attorney-client privilege, work product protection, or other applicable protections. Privileged or protected materials are identified on the privilege log and are not produced in substance.

7. REMEDIES AND INDEMNIFICATION

7.1 If Confidential Information is used or disclosed in violation of this Response and such use or disclosure causes demonstrable harm, Recipient shall be liable for such damages and shall indemnify Respondent for reasonable costs incurred in enforcing the confidentiality obligations herein.

8. LIMITATION OF LIABILITY

8.1 Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, special, indirect, or consequential damages arising out of or relating to this Response.

9. NOTICES

All notices under this Response shall be in writing and delivered to the addresses set forth below (or such other address as a party designates in writing):

10. GOVERNING LAW; MISCELLANEOUS

10.1 Governing Law. This Response shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

10.2 Entire Agreement. This Response constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior communications and proposals, whether oral or written.

10.3 Amendments; Waiver. Any amendment to this Response must be in writing signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party.

10.4 Severability. If any provision of this Response is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

10.5 Counterparts. This Response may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

11. ENTITY TYPE

Respondent Entity Type (select all that apply): Corporation Limited Liability Company Partnership Other

12. ADDITIONAL CERTIFICATIONS

By signing below, each party acknowledges and agrees that the representations and certifications contained herein are true and binding and that the person signing on behalf of each party has full authority to execute this Response.

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