Legal D&I Responses Form

LEGAL D&I RESPONSES FORM

This Legal D&I Responses Form (the "Form") is made and entered into as of Effective Date: by and between Requesting Party: with address: and Respondent: with address: .

RECITALS

WHEREAS, Requesting Party has requested certain information and responses concerning Respondent's diversity, equity and inclusion policies, workforce composition, supplier diversity programs and related initiatives; and

WHEREAS, Respondent possesses and will provide factual data, policy descriptions and narrative statements in response to Requesting Party's inquiries, and the parties desire to set forth the terms under which such information will be provided and used; and

WHEREAS, the parties intend that the information provided through this Form shall be relied upon for evaluation, due diligence and contractual negotiation purposes, subject to the representations and limitations set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Form, the following terms shall have the meanings set forth below: (a) "Responses" means all written answers, metrics, summaries, documents and materials delivered by Respondent pursuant to this Form; (b) "Confidential Information" means Responses and any non-public information identified in writing as confidential at the time of disclosure or that a reasonable person would understand to be confidential; (c) "Recipient" means Requesting Party and its representatives who receive Responses.

2. SCOPE OF RESPONSES

Respondent will provide Responses that accurately describe current D&I policies, workforce composition and related programs. Responses include the metric fields and narrative fields set forth below and any supporting documents expressly described by Respondent in the supporting documents field.

3. DATA AND METRICS

4. POLICY SUMMARIES AND PROGRAMS

5. REPRESENTATIONS, WARRANTIES AND CERTIFICATIONS

Respondent represents and warrants that: (a) the Responses are true, correct and complete to the best of Respondent's knowledge as of the Effective Date; (b) the Responses accurately reflect Respondent's policies and metrics during the period identified in the Responses unless otherwise noted; and (c) no material fact that would render the Responses misleading has been omitted.

Respondent further certifies that the Responses are provided in good faith for evaluation and negotiation and that any subsequent material changes to the metrics or policies that would reasonably affect Requesting Party's evaluation will be disclosed promptly in writing.

Respondent certifies under penalty of perjury that the information provided in this Form is true, correct and complete as of the Effective Date.

6. CONFIDENTIALITY AND USE

Unless otherwise agreed in writing, Responses designated as Confidential Information shall be held in confidence by Recipient and shall not be disclosed to third parties except to Recipient's legal, financial or other advisors on a need-to-know basis who are bound by confidentiality obligations at least as restrictive as those herein. Recipient may use Responses solely for evaluation, due diligence and negotiation purposes and not for competitive harm, public disclosure or benchmarking without Respondent's prior written consent.

Notwithstanding the foregoing, Confidential Information does not include information that: (a) was in the public domain at the time of disclosure; (b) becomes public through no fault of Recipient; or (c) is rightfully received from a third party without breach of an obligation of confidentiality.

7. LIMITATION OF LIABILITY; NO WARRANTY

RESPONDENT PROVIDES RESPONSES "AS IS" AND MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ACCURACY. IN NO EVENT SHALL RESPONDENT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR RELATING TO THE RESPONSES, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RESPONDENT'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THE RESPONSES SHALL NOT EXCEED THE GREATER OF ONE THOUSAND DOLLARS ($1,000) OR THE AMOUNT PAID BY REQUESTING PARTY TO RESPONDENT FOR THE RESPONSES IN THE PRIOR TWELVE (12) MONTHS, IF ANY.

8. INDEMNIFICATION

Requesting Party shall indemnify, defend and hold harmless Respondent and its officers, directors and employees from and against any third-party claims, liabilities, losses or expenses arising from Requesting Party's misuse of the Responses, breach of this Form or unauthorized disclosure of Confidential Information, except to the extent such claims result from Respondent's gross negligence or willful misconduct.

9. NOTICES

All notices required or permitted hereunder shall be in writing and delivered by hand, overnight courier or certified mail to the addresses set forth below or to such other address as the receiving party may designate by notice in accordance with this section.

10. AMENDMENT; WAIVER; COUNTERPARTS

This Form may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall constitute a waiver of that right. This Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Form shall be governed by and construed in accordance with the substantive laws of the state specified below without regard to conflict of laws principles. This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to such subject matter. If any provision of this Form is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. AUTHORIZED CONTACTS

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