Legal Document Response Template

LEGAL DOCUMENT RESPONSE TEMPLATE

This Legal Document Response (the "Response") is made effective as of by and between Respondent: with principal address at and Requesting Party: with principal address at . Case or Reference No.:

RECITALS

WHEREAS, Requesting Party delivered or issued a legal instrument or communication described as: dated , asserting the following factual or legal claims: .

WHEREAS, Respondent has performed an initial factual and legal review and intends to respond, assert defenses, preserve rights and, where appropriate, propose resolution under the terms set forth below;

WHEREAS, the parties desire to place on record Respondent's formal responses, defenses and reservations without creating any admission beyond those expressly stated in writing below.

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

1. DEFINITIONS

For purposes of this Response, capitalized terms not otherwise defined have the meanings ascribed in the original document. The following terms are defined for clarity: "Response" means this instrument; "Parties" means Respondent and Requesting Party; "Original Document" means the instrument referenced in the recitals.

2. RESPONSES — ADMISSIONS AND DENIALS

2.1 Admissions. Respondent expressly admits the following statements of fact or law contained in the Original Document, if any, as specified below. Each admission is limited to the precise statement admitted and shall not be construed as an admission for any other purpose:

2.2 Denials. Respondent expressly denies the following allegations contained in the Original Document. Each denial is made without prejudice to Respondent's ability to supplement or amend this Response in accordance with applicable law:

2.3 Qualified Responses. Where Respondent lacks sufficient information to admit or deny an allegation, Respondent states that it lacks sufficient knowledge and therefore denies the allegation without prejudice:

3. AFFIRMATIVE DEFENSES

Respondent asserts the following affirmative defenses. The listing of any defense is without waiver of any other defense, and Respondent reserves the right to assert additional defenses as investigation and discovery proceed.

4. COUNTERCLAIMS AND SETOFFS

Respondent reserves all rights to assert any counterclaim, cross-claim or setoff to which it may be entitled. Any claim not asserted in this Response is reserved to the fullest extent permitted by law.

5. DOCUMENT PRODUCTION AND PRESERVATION

Respondent affirms its obligation to preserve relevant documents and electronic records. Respondent will produce documents responsive to properly served requests subject to applicable privileges.

6. RESERVATION OF RIGHTS

Nothing in this Response shall be construed as an admission of liability or as a waiver of any right, defense or privilege, including without limitation attorney-client privilege, work product protection, or any statute of limitations defenses.

7. CONFIDENTIALITY AND PROTECTIVE TREATMENT

If any portion of this Response or accompanying materials is designated confidential by either party, the receiving party shall maintain confidentiality to the extent permitted by law and subject to any protective orders of competent jurisdiction.

Check to assert that confidential treatment is requested for identified materials

8. SETTLEMENT PROPOSAL

Respondent may offer to resolve the matters referenced in the Original Document under the terms set forth below. Any offer of settlement is without prejudice and may be conditioned upon execution of a separate fully executed settlement agreement.

9. NOTICES

All notices, demands or communications required or permitted under this Response shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested).

10. GOVERNING LAW

This Response shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below, exclusive of choice-of-law rules that would result in application of any other law. Governing jurisdiction:

11. ENTIRE AGREEMENT

This Response constitutes the entire written statement of Respondent's responses and supersedes any prior oral or written statements made by Respondent concerning the matters addressed herein. No other agreement, statement or promise shall be binding unless in writing and signed by duly authorized representatives of the parties.

12. SEVERABILITY

If any provision of this Response is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

13. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Response shall be effective unless made in writing and signed by both parties. The failure of any party to enforce any provision shall not be construed as a waiver of such provision. This Response may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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