Legal Draft Response

LEGAL DRAFT RESPONSE

This Legal Draft Response (the "Response") is made as of Effective Date: by and between Party A: , an entity organized as , with principal address ("Respondent"), and Party B: , an entity organized as , with principal address ("Counterparty").

RECITALS

WHEREAS, Counterparty delivered to Respondent a draft document titled dated (the "Draft"); and

WHEREAS, Respondent has reviewed the Draft and, pursuant to ongoing negotiations, provides the following Response identifying objections, clarifications, and proposed revisions to the Draft; and

WHEREAS, the parties desire to record Respondent's positions and proposed alternative language while preserving all rights and defenses.

NOW, THEREFORE

In consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Response, the following terms shall have the meanings set forth below. "Draft" means the document identified above. "Response" means this Legal Draft Response, including all attachments and schedules. "Proposed Revisions" means any redline, replacement clause or text submitted by Respondent in connection with this Response.

2. RESPONSE, OBJECTIONS AND EXCEPTIONS

2.1 Response Scope. Respondent's submission constitutes a good faith statement of comments, objections and proposed contract language. The Response identifies specific provisions of the Draft to which Respondent objects, provides a concise statement of the basis for each objection, and, where applicable, suggests alternative wording intended to address Respondent's concerns.

2.2 Non-Exhaustive Nature. The objections and exceptions listed in this Response are non-exhaustive and are based on the Draft as presented. Respondent reserves the right to raise additional objections or to supplement, amend or withdraw any objection in the course of further negotiations.

3. PROPOSED REVISIONS

3.1 Proposed Text. Where Respondent proposes alternative language, such Proposed Revisions are stated with specificity. Each Proposed Revision is intended to replace the identified language in the Draft and is designated by clause reference or by providing strike-through/inserted text as appropriate.

4. CONFIDENTIALITY OF RESPONSE

4.1 Confidential Treatment. Unless otherwise agreed in writing, the content of this Response is to be treated as confidential by the recipient to the extent permissible under applicable law and subject to any previously agreed confidentiality obligations between the parties. The exchange of this Response does not create new confidentiality obligations.

4.2 Marking. To the extent Respondent designates any portion of this Response as Confidential, such designation shall be clearly marked in the attached schedules or in the text of this Response.

Yes No

5. NO ADMISSION; RESERVATION OF RIGHTS

5.1 No Admission. This Response and any communications in connection with it are made for negotiation purposes only and shall not be construed as an admission by Respondent of any fact, liability, or obligation.

5.2 Reservation of Rights. Respondent expressly reserves all rights, claims, defenses and remedies available under law or equity, all of which are hereby preserved and not waived by reason of this Response or any disclosure made herein.

6. EFFECT ON NEGOTIATIONS

6.1 Without Prejudice. Unless otherwise agreed in writing, communications in this Response are without prejudice and shall not be admissible as evidence of liability in any proceeding except to the extent admissible under controlling rules of evidence for settlement discussions.

7. NOTICES

All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and shall be delivered to the parties at the addresses set forth below or to such other address as a party may specify in writing.

8. GOVERNING LAW

This Response shall be governed by and construed in accordance with the laws of the state identified below without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the selected jurisdiction for resolution of disputes arising out of this Response.

Governing State:

9. ENTIRE AGREEMENT; SEVERABILITY

9.1 Entire Agreement. This Response constitutes the entire written expression of Respondent's positions with respect to the Draft and supersedes any prior written or oral statements by Respondent regarding the matters addressed herein. This Response does not itself create a binding agreement to enter into the Draft unless expressly stated in a separate executed agreement.

9.2 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 to the fullest extent permitted by law.

10. AMENDMENT; WAIVER; COUNTERPARTS

Any amendment or waiver of any provision of this Response must be in writing and signed by the party against which enforcement is sought. Failure to insist upon strict compliance with any provision shall not constitute a waiver of that provision. 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.

Electronic delivery of signatures in PDF or other agreed electronic format shall be deemed an original for all purposes.

AUTHORITY TO EXECUTE

Each individual signing below represents and warrants that such person is duly authorized and has legal capacity to execute this Response on behalf of the party for which they sign.

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