Legal Responses to SROGs

LEGAL RESPONSES TO SROGs

This Legal Responses to SROGs (the "Agreement") is made effective as of by and between Requesting Party: whose principal address is , and Respondent: , whose principal address is .

RECITALS

WHEREAS, the Requesting Party has issued Standard Requests for Operational Guidelines and/or Specifications ("SROGs") to obtain formal legal responses, assurances, and supporting documentation from Respondent; and

WHEREAS, Respondent has agreed to provide detailed written responses, certifications of compliance, and supporting documentation in accordance with the instructions and timelines specified in the SROGs; and

WHEREAS, the parties intend to reduce the terms of those legal responses to writing and to set forth the obligations, representations, and remedies applicable to the responses delivered pursuant to the SROGs.

NOW THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "SROG" means any individual Standard Request for Operational Guideline or Specification submitted by the Requesting Party to Respondent, each of which will be identified by reference number and date. "Response" means Respondent's written statement, certification, or disclosure provided in answer to a SROG.

2. FORM AND DELIVERY OF RESPONSES

2.1 Respondent shall submit Responses in writing, signed by an authorized representative, and delivered by the method specified in Section 10 (Notices). Each Response shall: (a) identify the SROG reference; (b) state the factual answer or position; (c) identify any documents relied upon; and (d) state any requested exceptions or limitations.

2.2 Timeliness: Respondent shall deliver each Response within the timeframe stated in the applicable SROG. Where no timeframe is specified, Respondent shall deliver within calendar days of receipt.

3. ITEMIZED SROG RESPONSES

The following table contains Respondent's explicit Responses to enumerated SROGs. Each item is a legally operative Response and is incorporated into this Agreement.

4. REPRESENTATIONS AND WARRANTIES

4.1 Respondent represents and warrants that: (a) the person executing this Agreement on behalf of Respondent is authorized to bind Respondent; (b) each Response is true and accurate to the best of Respondent's knowledge after reasonable inquiry; and (c) Respondent has the right to disclose the information and documents provided as part of its Responses.

4.2 The Requesting Party represents that it has authority to request Responses under the applicable SROGs and that it will use Responses solely for the purpose stated in the SROGs, subject to any confidentiality obligations herein.

5. CONFIDENTIALITY

5.1 Unless otherwise designated in writing, Responses and supporting documents provided by Respondent that are marked or otherwise designated as confidential shall be treated as Confidential Information. The Requesting Party shall not disclose Confidential Information to third parties except as required by law, regulation, or valid legal process, provided the Requesting Party uses reasonable efforts to provide prompt notice to Respondent to permit Respondent to seek protective relief.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

6.1 Respondent shall indemnify and hold harmless the Requesting Party from and against any direct damages, losses, liabilities, and expenses arising from Respondent's material breach of a representation or warranty in this Agreement or from willful misrepresentation in a Response. Neither party shall be liable for consequential, incidental, special, or punitive damages except for willful misconduct or fraud.

7. REMEDIES AND CORRECTION

7.1 If a Response is determined to be materially incomplete, inaccurate, or non-compliant, Respondent shall, at Requesting Party's option, promptly correct or supplement the Response at Respondent's expense. The remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity.

8. NOTICES

All notices, demands, or communications required or permitted by this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party shall designate by notice to the other).

9. AMENDMENTS; WAIVER; COUNTERPARTS

9.1 This Agreement may be amended or modified only by a writing executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. 9.2 This Agreement 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.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

10.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the Requesting Party at the time of the SROG, or if not specified, the laws of the state of without regard to its conflict of laws principles.

10.2 Entire Agreement: This Agreement, together with the Responses and any attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

10.3 Severability: If any provision of this Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect.

11. CERTIFICATION

Respondent certifies under penalty of perjury that the Responses provided in this Agreement and any attachments are true, correct, and complete to the best of Respondent's knowledge, and that any deliberate misrepresentation is subject to applicable civil and criminal penalties.

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