Legal Response Notice

LEGAL RESPONSE NOTICE

Date of Notice:    Notice From:    Address:

Recipient:    Address:    Matter/Reference:

RECITALS

WHEREAS, Notice From contends that certain facts and allegations have arisen relating to the matter referenced above, including events occurring on or about , and

WHEREAS, Recipient previously received a demand, claim, or other communication described in the Matter/Reference and Notice From now issues this formal legal response setting forth admissions, denials, document production and asserted defenses, and

WHEREAS, the parties desire to fix in writing the official response of Recipient and the procedures for further communications and any required performance or production by a date certain.

NOW, THEREFORE, in consideration of the mutual covenants and for the purposes stated in this Legal Response Notice, the parties hereby agree and acknowledge as follows:

1. RESPONSE

Recipient hereby states its formal response to the referenced allegations and demands by selecting the applicable option(s) below and providing the explanation required by this Notice:

Response Classification (select all that apply): Admit in full
Deny in full
Admit in part / Deny in part
Insufficient information to admit or deny

2. STATEMENT OF FACTS

Recipient sets forth the following summary statement of material facts as they relate to the Response. This statement is provided for the purpose of this Notice and does not constitute a waiver of any right to amend, supplement or assert additional facts in subsequent legal proceedings.

3. ADMISSIONS AND DENIALS

For each material allegation set forth in the underlying demand or claim, Recipient either admits, denies, or avers lack of sufficient knowledge to admit or deny. The parties acknowledge that an admission in this Notice is limited to the context expressly stated and does not operate as an admission for any other purpose except as required by applicable law.

4. RESERVATION OF RIGHTS; NO WAIVER

Recipient expressly reserves all defenses, claims, counterclaims, set-offs, privileges and objections available under law or equity, including but not limited to lack of jurisdiction, statute of limitations, failure to state a claim and any procedural defect. Nothing in this Notice shall be interpreted as a waiver of any right, remedy or defense except to the extent a signed written instrument executed by an authorized representative expressly provides such waiver.

5. DOCUMENT PRODUCTION

Recipient identifies the following documents produced contemporaneously with this Notice or to be produced within the time specified below. All productions are made subject to any asserted claims of privilege or protection from disclosure; privileged materials, if inadvertently produced, are to be returned upon notice.

6. DEMAND, CURE OR REQUESTED ACTION

If this Notice identifies a breach or asserted noncompliance, Recipient proposes the following remedial action or identifies the timeframe within which Recipient will perform or respond:

Proposed compliance or cure deadline (if applicable):

7. CONFIDENTIALITY

Except as required by law, regulation or court order, the content of this Notice, any documents produced hereunder, and communications between the parties concerning this Notice shall be treated as confidential and used only for purposes reasonably related to the resolution of the Matter/Reference or as otherwise agreed in writing. Any claim of privilege asserted in conjunction with document production must be expressly stated.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Notice must be in writing and delivered to the addresses set forth below or to such other address as either party designates in writing in accordance with this section.

9. GOVERNING LAW

This Notice shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties. The parties submit to the exclusive jurisdiction of the courts located within that jurisdiction for resolution of any disputes arising out of or relating to this Notice.

10. ENTIRE AGREEMENT

This Notice constitutes the entire written statement of Recipient's response with respect to the matter identified herein and supersedes any prior oral or written statements specifically addressing the same matters except as otherwise agreed in writing by authorized representatives.

11. SEVERABILITY

If any provision of this Notice is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to best effectuate the original intent of the parties.

12. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Notice shall be effective unless in writing and signed by authorized representatives of both parties. Failure to assert any right shall not be deemed a waiver of that right. This Notice 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.

13. CERTIFICATION

By signing below, each signatory certifies that they are authorized to execute this Legal Response Notice on behalf of the party identified, that the statements contained herein are true and accurate to the best of their knowledge, and that they understand that this instrument may be used as evidence in any proceeding related to the Matter/Reference.

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