Legal Response to LOI

Legal Response to LOI

This Legal Response to the Letter of Intent (LOI) is made as of by and between Client Name: whose principal address is (hereinafter "Client"), and Recipient Name: whose principal address is (hereinafter "Recipient"). Client and Recipient are sometimes individually a "Party" and together the "Parties."

RECITALS

WHEREAS, Client delivered a Letter of Intent identified as LOI Reference: dated outlining certain proposed commercial terms between the Parties; and

WHEREAS, Recipient has reviewed the LOI and now provides this written response setting forth the Parties' agreed provisions, conditions to proceeding and any counterproposals; and

WHEREAS, the Parties intend that this Response either confirm acceptance of specified LOI terms or identify modifications that will form the basis for a definitive agreement.

NOW, THEREFORE

In consideration of the mutual covenants and promises set forth below, and for other good and valuable consideration, the receipt and adequacy of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

In this Response, capitalized terms not otherwise defined have the meanings ascribed to them in the LOI. Additional defined terms used herein include: "Effective Date" means the date first written above; "Definitive Agreement" means any final agreement executed by the Parties that supersedes the LOI and this Response.

2. NATURE OF THIS RESPONSE

This Response sets forth the Parties' present, written position with respect to the LOI. The Parties acknowledge and agree that unless and until a Definitive Agreement is executed by authorized representatives of both Parties, neither Party shall be bound to consummate the transaction except as to those provisions explicitly stated herein to be binding.

3. ELECTION

The Recipient hereby: Accepts the LOI as modified by this Response as a statement of agreed commercial terms.
Submits the following counterproposal or conditions (if any):

4. KEY TERMS CONFIRMED OR MODIFIED

The Parties confirm or modify the LOI terms as follows. If a field is left blank, the corresponding LOI term remains unchanged unless otherwise indicated in this Response.

5. CONFIDENTIALITY

The Parties acknowledge that information exchanged in connection with the LOI and this Response may be confidential. Unless the Parties have executed a separate confidentiality agreement, each Party agrees to hold in confidence all non-public information disclosed by the other Party, to use such information solely for evaluating and consummating the transaction contemplated by the LOI, and to limit disclosure to those affiliates, employees, and advisors having a need to know and who are bound by confidentiality obligations no less protective than those herein.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full corporate power and authority to enter into this Response and to perform its obligations hereunder; (b) the execution and delivery of this Response has been duly authorized by all necessary corporate or other action; and (c) this Response constitutes a valid and binding obligation enforceable in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting enforcement of creditors' rights generally.

7. NO OTHER BINDING COMMITMENTS

Except for those provisions of this Response that the Parties explicitly state are binding, neither this Response nor the LOI shall create a binding obligation to consummate the transaction. The Parties agree that any obligation to consummate the transaction will arise only upon execution of a Definitive Agreement signed by authorized representatives of both Parties.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Response shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered, to the addresses specified below (or to such other address as a Party may designate by notice).

9. GOVERNING LAW

This Response shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles. The Parties submit to the exclusive jurisdiction of the federal and state courts located in that state for any action arising out of or relating to this Response.

10. ENTIRE AGREEMENT

This Response, together with the LOI to the extent expressly incorporated and any written schedules or exhibits referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating thereto.

11. SEVERABILITY

If any provision of this Response is determined to be invalid, illegal or unenforceable in any respect, that provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

12. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Response shall be effective unless in writing and signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver thereof. 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 delivered by electronic means shall be effective to bind the executing Party.

13. ADDITIONAL PROVISIONS

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