Legal Final Response

LEGAL FINAL RESPONSE

This Legal Final Response (the Response) is made and entered into as of Effective Date: by and between Respondent Name: (hereinafter "Respondent") and Claimant Name: (hereinafter "Claimant"). The Respondent and Claimant are each a Party and collectively the Parties.

RECITALS

WHEREAS, Claimant has asserted certain claims, demands or causes of action against Respondent arising from the matters described in Claim Description: ; and

WHEREAS, the Parties have engaged in communications and exchanges of information for the purpose of resolving those claims and wish to memorialize Respondent's final written response and related terms; and

WHEREAS, the Parties intend for this Response to constitute the final and binding statement of Respondent's positions, subject to the terms and limitations set forth below.

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 this Response, the following terms shall have the meanings set forth below. "Claims" means all claims, demands, causes of action, liabilities, obligations, and damages that were asserted or could have been asserted by Claimant against Respondent arising out of the matters described in Claim Description. "Effective Date" means the date set forth above.

2. FINAL RESPONSE; STATEMENT

Respondent hereby provides its Final Response Statement, which constitutes Respondent's complete, final and sole written response to the Claims described in this Response. Respondent affirms that the Final Response includes all assertions of fact and law that Respondent intends to rely upon and that no additional factual statements or legal contentions will be asserted by Respondent related to the matters described, except as expressly set forth in writing and signed by both Parties.

3. NO ADMISSION OF LIABILITY

Except as expressly set forth in a separate, written settlement agreement executed by authorized representatives of both Parties, nothing in this Response shall be construed as an admission of liability, wrongdoing, or fault by Respondent. Any factual statement made by Respondent in this Response is made solely for purposes of finalizing the Response and shall not be used as an admission in any proceeding except as otherwise required by law.

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that (a) it has full power and authority to enter into this Response; (b) any person signing this Response on its behalf is duly authorized to do so; and (c) the execution and delivery of this Response and the performance of its obligations hereunder do not and will not violate any agreement or obligation by which it is bound.

5. CONFIDENTIALITY

The Parties agree that the Final Response Statement and any documents or communications exchanged solely in connection with this Response are Confidential Information. Confidential Information shall not be disclosed to any third party except (a) as required by law, subpoena, or court order; (b) to the extent necessary to enforce the rights contained in this Response; or (c) with the prior written consent of the disclosing Party. Notwithstanding the foregoing, Confidential Information shall not include information that is or becomes publicly available through lawful means without breach of this provision.

6. RELEASE AND COVENANT NOT TO SUE

If and only if the Parties execute a separate written settlement agreement referencing this Response, Claimant shall release and fully discharge Respondent from the Released Claims. For clarity, absent a separate executed settlement agreement specifying a release, this Response alone does not effectuate a release of any Claims. The Parties may indicate whether a release is intended by selecting the applicable option below.

Release Intended: Yes No

7. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of a breach of its representations, warranties or obligations under this Response, except to the extent such losses arise from the indemnified Party's own gross negligence or willful misconduct.

8. REMEDIES

The remedies provided in this Response are cumulative and in addition to any remedies available at law or in equity. The prevailing Party in any enforcement action regarding this Response shall be entitled to recover reasonable attorneys' fees and costs.

9. NOTICES

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

10. AMENDMENT; WAIVER

This Response may be amended, modified or supplemented only by a written instrument signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Response shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude other or further exercise of that right.

11. GOVERNING LAW

This Response shall be governed by and construed in accordance with the laws of the State of Governing Law State: without regard to principles of conflicts of law.

12. ENTIRE AGREEMENT

This Response constitutes the entire understanding and agreement between the Parties with respect to the matters contained herein and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral, relating to such matters.

13. SEVERABILITY

If any provision of this Response is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and shall remain in full force and effect.

14. COUNTERPARTS; EXECUTION

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. Signatures transmitted by facsimile or electronic image shall be treated as original signatures for all purposes.

15. CERTIFICATION

Each undersigned signer certifies under penalty of perjury that the statements contained in the Final Response Statement are true and correct to the best of the signer's knowledge and that the signer is authorized to execute this Response on behalf of the Party identified below.

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