Legal Decline Letter

LEGAL DECLINE LETTER

This Legal Decline Letter (the "Letter") is made effective as of by and between Declining Party: with address , and Recipient: with address .

RECITALS

WHEREAS, on or about , the Recipient submitted or proposed the matter described as: (the "Proposal");

WHEREAS, the Declining Party has reviewed the Proposal, communications and related materials identified by reference number and has elected not to accept the Proposal for the reasons set forth below.

WHEREAS, the Parties desire to document the Declining Party's formal declination and the mutually understood legal effects of that declination.

NOW, THEREFORE

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DECLINATION

1.1 Declination. The Declining Party hereby formally declines the Proposal described above. The Declining Party's decision to decline is based on the reasons specified in the Declination Statement below and shall be effective as of the Effective Date specified at the beginning of this Letter.

2. NO ADMISSION OF LIABILITY

2.1 No Admission. The Parties acknowledge and agree that this Letter and the Declining Party's communications referenced herein do not constitute and shall not be construed as an admission of liability, fault, wrongdoing, or legal responsibility by the Declining Party for any purpose. The Declining Party expressly denies any liability and reserves all defenses, rights and remedies.

3. RESERVATION OF RIGHTS

3.1 Reservation. The Declining Party reserves all claims, counterclaims, defenses, and rights with respect to the subject matter of the Proposal, including the right to pursue, litigate, or otherwise assert any claims or defenses in any forum. No action, statement, or failure to act in connection with this Letter shall be deemed a waiver of any statute of limitations or other limiting period unless expressly agreed in writing.

4. EFFECT ON DEADLINES

4.1 No Extension. Except as otherwise expressly agreed in a separate written instrument signed by both Parties, this Letter does not toll, extend, or otherwise alter any statutory or contractual deadlines, limitation periods, or procedural requirements.

4.2 Proposed Extension (Optional). If the Parties intend to agree to an extension, specify proposed new deadline:

5. CONFIDENTIALITY

5.1 Confidential Treatment. The Parties acknowledge that the contents and existence of this Letter may contain confidential information. Unless a Party expressly elects to designate this Letter as non-confidential by written notice, both Parties agree to treat the Letter and its attachments as confidential and not to disclose its substance to third parties except as required by law or to legal advisors on a confidential basis.

Yes No

6. NOTICES

6.1 Notices. Any notice required or permitted under this Letter shall be in writing and shall be deemed delivered when delivered personally, sent by nationally recognized overnight courier, or three business days after being deposited in the United States mail, postage prepaid, addressed as follows:

7. GOVERNING LAW; VENUE

7.1 Governing Law. This Letter shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

7.2 Venue. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the county or judicial district where the Governing State's principal courthouse is located for resolution of any dispute arising under this Letter.

8. ENTIRE AGREEMENT

8.1 Entire Agreement. This Letter constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, proposals and agreements, whether written or oral, relating to the subject matter of the Proposal.

9. AMENDMENTS AND WAIVER

9.1 Amendments. Any amendment or modification to this Letter shall be binding only if in writing and signed by both Parties.

9.2 Waiver. No waiver of any breach or default shall constitute a waiver of any subsequent breach or default. A waiver is effective only if in writing and signed by the waiving Party.

10. SEVERABILITY

10.1 Severability. If any provision of this Letter is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the original intent of the Parties to the greatest extent permitted by law.

11. COUNTERPARTS AND ELECTRONIC SIGNATURES

11.1 Counterparts. This Letter 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 transmitted by facsimile, electronic image, or other electronic means are binding for all purposes.

12. EXECUTION

12.1 Execution. The undersigned represent and warrant that they are duly authorized to execute this Letter on behalf of the Party for which they sign and that the execution and delivery of this Letter is a legal, valid and binding obligation of such Party.

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