SEC Needs Signed Agreement

SEC Needs Signed Agreement

This Agreement (the Agreement) is made and entered into as of Effective Date: by and between Party A: , an entity organized as Entity Type: Corporation LLC Other with principal place of business at ; and Party B: , an entity organized as Corporation LLC Other with principal place of business at .

RECITALS

WHEREAS, Party A is required to provide certain materials, statements and certifications in connection with filing, disclosure or other regulatory processes initiated by or responsive to inquiries from a securities regulatory authority (the Regulatory Inquiry); and

WHEREAS, Party B is in possession of or controls documents, data, personnel statements and other information that Party A has requested for submission to the Regulatory Inquiry; and

WHEREAS, the parties desire to set forth their respective obligations for the timely delivery, confidentiality, accuracy, and indemnification with respect to materials provided for the Regulatory Inquiry.

NOW THEREFORE

In consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DELIVERY OF MATERIALS

1.1 Party B shall deliver to Party A, by the Production Deadline: , the documents and information described in the attached Schedule A and any additional materials reasonably requested in writing by Party A for the Regulatory Inquiry. Party B's delivery shall include all responsive non-privileged documents in its custody or control and a reasonably detailed index of withheld items and asserted bases of privilege.

1.2 Party B shall use commercially reasonable efforts to preserve and deliver documents in their native file format when available and shall provide a written certification that the production is complete to the best of Party B's knowledge and after reasonable inquiry.

2. REPRESENTATIONS AND WARRANTIES

2.1 Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that execution and delivery of this Agreement have been duly authorized by all necessary corporate action.

2.2 Party B represents that, to the best of its knowledge after reasonable inquiry, the materials delivered pursuant to Section 1 are true, correct and complete in all material respects and do not knowingly omit any material fact required to make the information not misleading.

3. CONFIDENTIALITY

3.1 All materials produced under this Agreement shall be treated as confidential and used solely for the purposes of responding to the Regulatory Inquiry or as otherwise required by applicable law. Neither party shall disclose Confidential Materials to any third party except as required by statute, regulation, court order, or other binding legal process, provided that the disclosing party gives the other party prompt written notice and takes reasonable steps to limit disclosure and to obtain confidential treatment.

3.2 For purposes of this Agreement, "Confidential Materials" means non-public documents and information exchanged under this Agreement and any copies, summaries or extracts thereof, but does not include information that is or becomes publicly available other than by breach of this Agreement.

4. INDEMNIFICATION

4.1 Party B shall indemnify, defend and hold harmless Party A and its directors, officers, employees and agents from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of representation, warranty or covenant made by Party B in this Agreement or from Party B's willful provision of false or misleading materials.

4.2 The indemnifying party's obligations shall survive termination of this Agreement for a period of two years from the date of termination.

5. LIMITATION OF LIABILITY

Except to the extent arising from gross negligence, willful misconduct or fraud, neither party shall be liable to the other for consequential, incidental, punitive or special damages, provided that the foregoing shall not limit recoverable damages under Section 4 for indemnification claims.

6. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until the earlier of (a) final resolution of the Regulatory Inquiry, or (b) termination by mutual written agreement of the parties. Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party; provided that obligations with respect to Confidentiality, Indemnification and any obligations that by their nature survive termination shall survive.

7. COOPERATION

Each party shall cooperate in good faith with the other in connection with the Regulatory Inquiry, including making witnesses available for interview or testimony at mutually agreeable times and providing reasonable assistance in identifying and producing relevant documents.

8. NOTICES

9. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No waiver of any breach shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: , without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of this Agreement.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' intent.

12. MISCELLANEOUS

12.1 Each party acknowledges that it has had the opportunity to be represented by counsel of its choice and that the terms of this Agreement are the product of negotiation between sophisticated parties.

12.2 The parties agree to keep accurate records of the materials produced under this Agreement and to provide reasonable access to such records upon request by the other party in connection with disputes regarding compliance with this Agreement.

SCHEDULE A — MATERIALS TO BE PRODUCED

CERTIFICATION

Each party certifies that the individual signing below is authorized to execute this Agreement on behalf of the signatory party and that the information provided in any materials produced pursuant to this Agreement is, to the best of the signatory's knowledge after reasonable inquiry, true and complete in all material respects. The parties acknowledge that knowingly providing false information in connection with a regulatory inquiry may give rise to civil or criminal liability under applicable law.

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