Legal Draft Responses

LEGAL DRAFT RESPONSES

This Legal Draft Responses (the "Responses") is entered into as of Effective Date: by and between Responding Party: with principal place of business at , and Drafting Party: with principal place of business at .

RECITALS

WHEREAS, Drafting Party prepared and delivered to Responding Party a proposed agreement titled: dated (the "Draft");

WHEREAS, Responding Party has reviewed the Draft and has prepared the responses, proposed edits, and comments set forth in this Responses document to facilitate final agreement on the terms of the Draft;

WHEREAS, the parties desire to record Responding Party's position on discrete provisions of the Draft and to establish the process and terms by which the parties will attempt to reconcile disputed provisions.

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

1. DEFINITIONS

For purposes of these Responses, the following terms shall have the meanings set forth below. "Draft" means the proposed agreement identified above. "Responses" means this document and any schedules or attachments identifying discrete comments, proposed edits, and positions of Responding Party. "Confidential Information" means information designated in writing as confidential pursuant to Section 4 below.

2. SCOPE AND EFFECT

2.1 Non-Binding Nature. Except as expressly set forth in a subsequently executed definitive agreement between the parties, the content of these Responses constitutes proposals and statements of position only and shall not be binding on either party. No amendment to, waiver of, or acceptance of the Draft shall be deemed effective unless set forth in a written agreement executed by authorized representatives of both parties.

2.2 Reservation of Rights. Each party expressly reserves all rights, defenses and remedies with respect to the Draft and negotiation thereof, including the right to withdraw, modify, or supplement any position in these Responses.

3. ITEMIZED RESPONSES

The Responding Party's itemized responses to specific sections, subsections, or paragraphs of the Draft are set out below. For each item, the Responding Party identifies the Draft reference, indicates its position, provides the original text, proposes a replacement (if any), and furnishes a brief legal or commercial justification.

Response 1

Section/Paragraph reference:

Accept as drafted Accept with edits Modify as proposed Reject

Response 2

Section/Paragraph reference:

Accept as drafted Accept with edits Modify as proposed Reject

Response 3

Section/Paragraph reference:

Accept as drafted Accept with edits Modify as proposed Reject

Response 4

Section/Paragraph reference:

Accept as drafted Accept with edits Modify as proposed Reject

4. CONFIDENTIALITY OF RESPONSES

Unless otherwise agreed in writing, Responses designated by Responding Party as confidential shall be treated as Confidential Information by the receiving party and shall not be used or disclosed except as necessary to evaluate or negotiate the Draft. Confidential designations must be made in writing and accompanied by a brief description of the reason for designation.

Designate Responses as confidential: Responses are designated confidential.

5. MEET AND CONFER

The parties agree to good faith, timely negotiation of disputed items. Unless otherwise agreed, the parties shall meet and confer within calendar days of delivery of these Responses to attempt to resolve open items.

6. REPRESENTATIONS

Each party represents and warrants that the individual executing these Responses on its behalf is authorized to do so and that the information and positions contained herein are provided in good faith and reflect the party's current negotiating position as of the Effective Date.

7. NOTICES

All notices and communications required or permitted under these Responses shall be given in writing to the notice recipients set forth below.

8. AMENDMENT AND WAIVER

No amendment or waiver of any provision of these Responses will be effective unless set forth in a writing signed by authorized representatives of both parties. A failure or delay by either party to exercise any right shall not constitute a waiver.

9. GOVERNING LAW

This document shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

10. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

These Responses, together with any attachments and schedules hereto, constitute the entire understanding between the parties with respect to the subject matter hereof and supersede all prior proposals and understandings with respect thereto. If any provision of these Responses is determined to be invalid or unenforceable, the remainder of these Responses shall remain in full force and effect. These Responses may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Acceptance of any individual response or group of responses by Drafting Party shall not be construed as acceptance of any other provision unless expressly stated in a written, signed amendment to the Draft.

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