SEC Request Form

SEC REQUEST FORM

This SEC Request Form (the "Form") is made and entered into on by and between Requesting Party Name: and Recipient Name: .

Recitals

WHEREAS, Requesting Party requires the production of documents, data and information reasonably relevant to an inquiry, review, or filing related to securities matters (the "Requested Materials"); and

WHEREAS, Recipient is believed to possess certain documents, communications, or electronic records within the scope described below and has the ability to collect and produce such Requested Materials; and

WHEREAS, the parties desire to set forth the terms, scope, handling, and certification obligations applicable to the request and production of Requested Materials.

NOW THEREFORE, in consideration of the promises and mutual covenants set forth herein, the parties agree as follows:

1. Definitions

For purposes of this Form, the following definitions apply: "Requested Materials" means all documents, records, communications, electronic files, metadata, or tangible items specifically requested in Section 2; "Custodian" means any person or department identified by Recipient that may have relevant materials; "Production Date" means the date by which production is to be delivered as set forth in Section 4.

2. Scope of Request

Requesting Party requests production of the following categories of materials. Identify each category with as much specificity as possible and include date ranges where applicable.

3. Custodians and Locations

Recipient shall identify custodians and locations for collection. List all custodians and physical or electronic repositories reasonably likely to contain Requested Materials.

4. Production and Delivery

Recipient shall produce responsive materials in accordance with the schedule below, and shall preserve relevant materials pending completion of production. If production cannot be completed by the initial Production Date, Recipient shall provide a written rolling-production plan and explanation.

5. Confidentiality and Designation

Materials produced pursuant to this Form may be designated Confidential if they contain non-public commercial, financial, personal or proprietary information. Designation shall be made in writing and reasonably described in the production. Confidential materials shall be handled, maintained, and restricted from public disclosure except as required by law.

If Recipient withholds any document on the basis of privilege, work product, or other protection, Recipient shall provide a privilege log that identifies the document type, date, author, recipient(s), general subject matter, and the asserted privilege or protection.

6. Preservation and Suspension of Destruction

Recipient shall preserve all materials potentially responsive to this request and immediately suspend any routine destruction, deletion, or overwriting of relevant materials until notified in writing that preservation is no longer required.

7. Certifications, Representations and Warranties

Recipient certifies that, to the best of its knowledge after reasonable inquiry, the production will include all non-privileged responsive materials in its possession, custody, or control for the categories identified. Recipient further represents that its collection practices were reasonably calculated to locate responsive materials.

8. Indemnification and Cooperation

Recipient agrees to cooperate reasonably with requests for clarification regarding the production, including providing witnesses or custodial interviews where appropriate. Recipient shall indemnify Requesting Party against losses arising from Recipient's negligent or willful failure to preserve or produce materials as required by this Form.

9. Costs and Expense Allocation

Unless otherwise agreed in writing, each party shall bear its own costs related to collection, review and production. If extraordinary collection or forensic efforts are required, parties will meet and confer to allocate costs in good faith.

10. Notices

All notices, consents, demands, or other communications required or permitted under this Form shall be in writing and delivered to the addresses below by hand, courier, electronic mail with confirmation, or certified mail, return receipt requested.

11. Amendments; Waiver; Counterparts

This Form may be amended only by a written instrument executed by both parties. No failure or delay by any party in exercising any right under this Form will operate as a waiver. This Form may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one instrument.

12. Governing Law; Entire Agreement; Severability

This Form will be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflicts of law principles. This Form constitutes the entire agreement concerning the subject matter hereof and supersedes all prior agreements. If any provision of this Form is held invalid, the remaining provisions will remain in full force and effect.

13. Additional Provisions

Entity Type (check all that apply):

Corporation Limited Liability Company Individual Other

Sign Now