Legal Response Certification

LEGAL RESPONSE CERTIFICATION

This Legal Response Certification (the "Certification") is made as of by and between Certifying Party: and Recipient: with respect to the matter captioned: , Case No.: , in the .

RECITALS

WHEREAS, Recipient has requested or required the production of documents, written responses, and other materials (collectively, "Responses") from Certifying Party in connection with the above-referenced matter; and

WHEREAS, Certifying Party has conducted a reasonable and diligent inquiry into the facts and sources reasonably available to the Certifying Party and its employees, agents, and counsel in order to assemble and deliver the Responses; and

WHEREAS, the parties desire to reduce to writing the Certifying Party's representation and certification as to the completeness, accuracy and basis for withholding or redaction of any responsive material.

NOW, THEREFORE

In consideration of the mutual covenants set forth herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

For purposes of this Certification, "Document" or "Documents" shall have the broadest meaning ascribed by the rules or order governing the above-referenced matter and includes records, writings, communications, tangible items, electronically stored information, and things responsive to requests or subpoenas.

2. CERTIFICATION OF RESPONSES

Certifying Party certifies, to the best of its knowledge after reasonable inquiry, that the Responses produced on or about are true, correct, and complete as of the date of production. Reasonable inquiry includes consultation with responsible employees and a review of any reasonably accessible records and systems.

The foregoing certification includes, without limitation, any answers to interrogatories, document productions, responses to requests for admission, privilege logs, and any supplemental or amended responses subsequently provided.

3. WITHHELD, REDACTED OR PRIVILEGED MATERIALS

Certifying Party acknowledges the obligation to identify any Documents withheld or redacted on grounds of privilege or protection. If any materials were withheld or redacted, Certifying Party has provided or will provide a privilege log sufficiently identifying the nature of the Documents withheld and the specific privilege asserted.

Privileged or withheld materials were claimed: Yes No

4. PRIVILEGE LOG / DESCRIPTION OF WITHHELD MATERIALS

5. REPRESENTATIONS AND AUTHORITY

The individual signing below on behalf of Certifying Party represents and warrants that they are authorized to execute this Certification and to bind Certifying Party with respect to the matters certified herein. Authorization basis:

Certifying Party further represents that it has taken reasonable steps to locate and review responsive Documents in the possession, custody, or control of the Certifying Party, including those of current and former employees and agents where those individuals are reasonably likely to have responsive information.

6. SUPPLEMENTATION

In the event that additional responsive Documents are located after the date of this Certification, Certifying Party shall promptly supplement its Responses and notify Recipient of the supplementation. Supplementation shall occur as soon as reasonably practicable and in any event within a commercially reasonable period.

7. REMEDIES FOR FALSE OR MISLEADING CERTIFICATION

Certifying Party understands that a knowing and willful false statement in this Certification may subject the Certifying Party to sanctions, contempt, and other remedies permitted by law, including but not limited to monetary sanctions, evidentiary sanctions, or adverse inference orders. If a material misrepresentation is discovered, Recipient may seek appropriate relief from the trier of fact or tribunal.

8. CONFIDENTIALITY

Except as required by law or court order, the fact of production, the contents of the Responses, and the existence of any privilege log will be treated according to any protective order in force in the above-referenced matter. If no protective order exists, the parties agree to treat produced materials as confidential to the extent they reasonably constitute confidential business or personal information.

9. NOTICES

Notices under this Certification will be effective upon personal delivery, five (5) business days after deposit in the mail with first-class postage prepaid, or upon confirmed delivery when sent by overnight courier, to the addresses set forth above.

10. AMENDMENTS; WAIVER

This Certification may be amended only by a written instrument signed by both parties. No waiver of any provision of this Certification will be effective unless in writing and signed by the party against whom enforcement is sought. A failure to enforce any provision will not constitute a waiver of future enforcement of that or any other provision.

11. COUNTERPARTS

This Certification may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Facsimile or electronic signatures will be treated as originals for all purposes.

12. GOVERNING LAW

This Certification will be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law rules.

13. ENTIRE AGREEMENT

This Certification constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, oral or written, concerning the same.

14. SEVERABILITY

If any provision of this Certification is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect and the invalid or unenforceable provision will be replaced by a valid and enforceable provision that most closely reflects the parties' original intent.

ADDITIONAL INFORMATION

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