Legal FTC Response

LEGAL FTC RESPONSE

This Legal FTC Response and Authorization (the Agreement) is entered into as of by and between Client Name: , Client Address: , and Counsel Firm Name: , Counsel Address: .

RECITALS

WHEREAS, the Federal Trade Commission (FTC) or its authorized staff has issued or may issue investigative or administrative process relating to the matter identified as Matter ID: , dated Notice Date: (the Notice); and

WHEREAS, Client seeks to retain Counsel to prepare, review, certify and, where authorized, submit a written response and produce documents responsive to the Notice, and Counsel accepts such engagement on the terms set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth the scope of the response, the allocation of responsibilities for discovery and certification, and the protections for privileged materials and work product.

NOW THEREFORE

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

1. DEFINITIONS

For purposes of this Agreement, the following definitions apply: "Notice" means the investigative or administrative request identified above; "Response" means the written answers, certifications, and document productions prepared on behalf of Client; "Privileged Material" means attorney-client communications and attorney work product that Counsel asserts privilege over in connection with the Response.

2. SCOPE OF SERVICES

Counsel shall: (a) review the Notice and applicable records; (b) conduct reasonable inquiries with Client personnel identified below; (c) prepare and finalize the Response and associated production logs and privilege assertions; and (d) submit the Response to the FTC or authorized recipient as authorized in writing by Client. Specific documents proposed for production and a summary of issues to be addressed shall be described below.

3. CLIENT REPRESENTATIONS AND CERTIFICATIONS

Client represents that it will use commercially reasonable efforts to preserve all potentially responsive records and electronic data, to provide accurate factual information to Counsel, and to identify all persons with knowledge relevant to the Notice. Client certifies that the facts and documents provided to Counsel for inclusion in the Response are true, complete and accurate to the best of Client's knowledge after reasonable inquiry.

Client acknowledges that knowingly making a false statement or certification in a submission to the FTC may expose the signatory to civil or criminal liability under applicable law and that Counsel has advised Client of the importance of accuracy and completeness.

4. PRIVILEGE, LOGS AND WITHHOLDING

Counsel shall identify Privileged Material and may withhold such materials from production, providing a privilege log that describes withheld materials with sufficient information to support the assertion of privilege or protection. The parties agree that Counsel's assertions of privilege and privilege logs are subject to Client's review and final authorization prior to submission, except where immediate assertion of privilege is necessary to preserve rights.

5. PRESERVATION AND HOLD NOTICE

Client shall promptly issue or confirm a legal hold to all custodians identified by Counsel and shall not alter or destroy records relevant to the Notice. Counsel may provide a written preservation notice for Client distribution. Client acknowledges ongoing obligations to preserve evidence until otherwise notified in writing.

6. FEES AND EXPENSES

Counsel shall bill Client for time and expenses in accordance with an agreed fee arrangement: hourly, capped, or fixed-fee as indicated below. Client shall reimburse reasonable out-of-pocket expenses incurred in connection with preparing the Response, including but not limited to document hosting, e-discovery processing, and courier services.

7. INDEMNIFICATION

Client shall indemnify and hold harmless Counsel and its partners, associates, and employees from any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising from Client's failure to disclose material facts or documents relevant to the Notice, except to the extent such claims result from Counsel's gross negligence or willful misconduct in performing the services specified in this Agreement.

8. CONFIDENTIALITY

Counsel will maintain confidences and privileges consistent with the Rules of Professional Conduct and applicable law. Notwithstanding the foregoing, Counsel may disclose information as required by law or by an order of a competent tribunal, and will notify Client to the extent permitted prior to any compelled disclosure.

9. NOTICES

All notices required or permitted by this Agreement shall be in writing and delivered by hand, nationally recognized courier, or certified mail to the addresses set forth above or to such other address as a party may designate by written notice to the other. Notices are effective upon receipt.

10. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of its rights to enforce that provision subsequently.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state identified below, without regard to its conflict of law principles.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions and agreements. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. COUNTERPARTS AND ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted electronically or by facsimile shall be deemed originals for all purposes.

14. ACKNOWLEDGMENT AND AUTHORITY

Each person signing below represents and warrants that they are duly authorized to execute and deliver this Agreement on behalf of the party for which they sign and that this Agreement constitutes a legal, valid and binding obligation of that party.

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