Legal Response Exhibit

LEGAL RESPONSE EXHIBIT

This Legal Response Exhibit (the Exhibit) is executed as of the date set forth below by and between Respondent Name: , Respondent Address: , and Requesting Party Name: , Requesting Party Address: .

RECITALS

WHEREAS, Requesting Party has served certain written requests, subpoenas or discovery demands identified herein and seeks formal responses and production of documents from Respondent in connection with Case or Matter No.: ; and

WHEREAS, Respondent asserts that certain responses are subject to objections, claim(s) of privilege, confidentiality or protective order, and Respondent intends to identify and preserve any such claims in a manner consistent with applicable rules of procedure; and

WHEREAS, the parties desire to set forth in writing the responses, objections, and procedures for production of documents and handling of privileged or confidential material.

NOW THEREFORE, in consideration of the mutual covenants set forth in this Exhibit and for other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

For purposes of this Exhibit, the following terms have the meanings set forth below: "Request" means any written demand, interrogatory, request for admission, subpoena, or document production request specified in the recitals; "Document" means all written, recorded or electronic information responsive to a Request, including paper records, email, attachments, databases, and metadata; "Response" means the written answer, production, objection, or privilege log delivered by Respondent in accordance with this Exhibit.

2. SCOPE OF RESPONSES

Respondent's Responses set forth in Section 3 reflect all information reasonably known to Respondent's custodians and sources that is responsive as of the date of production. Respondent does not waive, and expressly reserves, any objections to the scope, relevance, admissibility, or privilege of any Request not expressly waived herein. Where an objection is asserted, Respondent shall produce all non-privileged material responsive to the Request to the extent required by applicable procedural rules.

3. RESPONSES TO SPECIFIC REQUESTS

The following entries constitute Respondent's written responses, without limiting Respondent's right to supplement or amend these responses if additional information is discovered.

4. PRIVILEGE LOG AND PRIVILEGED MATERIAL

To the extent Respondent withholds Documents on the basis of privilege or protection, Respondent shall provide a privilege log identifying each withheld Document by date, author, recipient, general description of the subject matter sufficient to assess the claim, and the asserted privilege. The production of a privilege log is not a waiver of any privilege or protection. Where inadvertent production of privileged material occurs, the producing party may request return of the material pursuant to the rules governing inadvertent production and the receiving party shall promptly comply.

5. PRODUCTION FORMAT AND TIMING

Unless otherwise agreed, Documents shall be produced in reasonably usable electronic format with associated searchable text where practicable. Production shall include metadata fields commonly associated with the Document custodian and date. Respondent will produce non-privileged, responsive Documents on or before date of production: and will make a reasonable, good faith effort to meet rolling production commitments if required by the parties or the court.

6. CONFIDENTIALITY AND PROTECTIVE ORDER

Documents designated confidential by either party shall be treated in accordance with any existing protective order or, in the absence of such order, shall be maintained in confidence by the receiving party and disclosed only to persons authorized by law or by prior agreement of the producing party. Designation of confidentiality shall not be used to withhold non-confidential material or to impede review by the court.

7. VERIFICATION

The undersigned certifies under penalty of perjury under the laws of the jurisdiction specified in Section 9 that the responses and production described in this Exhibit are true and correct to the best of his or her knowledge, information, and belief after reasonable inquiry.

8. NOTICES

All notices and communications required under this Exhibit shall be in writing and shall be delivered to the following addresses for each party:

9. GOVERNING LAW; VENUE

This Exhibit shall be governed by and construed in accordance with the laws of the State of: without regard to conflict of laws principles. Venue for any disputes relating to this Exhibit shall lie in the courts located within the relevant judicial district of that State.

10. MISCELLANEOUS

Entire Agreement: This Exhibit constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, written or oral, relating to such subject matter.

Amendments; Waiver: No amendment to this Exhibit shall be effective unless in writing and signed by the parties. No failure or delay by any party in exercising any right under this Exhibit shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude further exercise of that right.

Severability: If any provision of this Exhibit is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and shall be interpreted so as to give maximum effect to the original intent of the parties.

Counterparts: This Exhibit may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by facsimile or electronic image shall be deemed original signatures for all purposes.

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