Legal Response to Fees

LEGAL RESPONSE TO FEES

This Legal Response to Fees (the "Response") is made as of Date: by and between Claimant Name: with principal place of business at Claimant Address: and Respondent Name: with principal place of business at Respondent Address: .

RECITALS

WHEREAS, Claimant issued an invoice or notice of fees identified as Reference Number: dated Invoice Date: asserting total fees in the aggregate of Amount: (the "Invoice");

WHEREAS, Respondent has reviewed the Invoice and has disputed or partially disputed certain line items, credits, or calculations communicated by Notice Date: ; and

WHEREAS, the parties desire to document Respondent's formal response to the asserted fees and to set forth a procedure for resolution of the dispute without waiver of any rights not expressly surrendered herein.

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

1. DEFINITIONS

For purposes of this Response, the following terms shall have the meanings set forth below: "Fees" means the amounts asserted in the Invoice; "Invoice" means the document described in the Recitals; "Net Amount Due" means the amount, if any, remaining after application of admitted fees, credits, prior payments, and agreed setoffs.

2. STATEMENT OF RESPONSE

Respondent's position with respect to the Invoice is as follows: Respondent admits liability for the sum of Amount Admitted: . Respondent contests Amount Contested: for the reasons set forth below and in the attached itemization.

3. ITEMIZED FEE STATEMENT

The parties acknowledge the following itemized entries as the operative record of claimed fees and Respondent's positions as to each line item.

4. CALCULATIONS AND SETOFFS

Prior Payments or Credits applied: ; Agreed Setoffs: . Net Amount Due (if any): .

5. PROPOSED RESOLUTION

Respondent proposes the following resolution (select all that apply):

Full payment of admitted amount within days.

Payment of a reduced lump sum of Amount: in full settlement of asserted fees.

Payment plan as described below:

6. PAYMENT TERMS

Unless otherwise agreed in writing, payment of any undisputed Net Amount Due shall be made by Payment Method: to Payment Instructions provided below and due Date: .

7. DISPUTE RESOLUTION

The parties agree to the following dispute resolution procedure for disputes arising out of or related to this Response: Mediation; Arbitration; Litigation. If arbitration is selected, the parties agree that arbitration shall be conducted in accordance with mutually agreed arbitration rules:

Venue and jurisdiction for any judicial proceedings shall be exclusive in the courts located in State: , and the parties hereby submit to personal jurisdiction therein.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full authority to enter into this Response, that the signatory is duly authorized, and that this Response constitutes a binding obligation enforceable in accordance with its terms. No party makes any representation as to the tax consequences of any payment or settlement herein and each party shall be solely responsible for its own taxes.

9. NOTICES

All notices, demands, or communications required or permitted under this Response shall be in writing and shall be delivered to the addresses set forth below, or to such other address as a party may designate by notice.

10. AMENDMENTS; WAIVER; SEVERABILITY; ENTIRE AGREEMENT; GOVERNING LAW

This Response may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver; any waiver must be in writing. If any provision of this Response is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Response constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements, whether written or oral. This Response shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

11. 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 electronic means shall be deemed originals for all purposes.

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