REGULATORY RESPONSE LETTER TEMPLATE

(Universal/Choice-of-Law – “applicable_regulations”)

[// GUIDANCE: This template is structured to satisfy the user’s requested Architecture I–X, even though a response letter is typically less formal than a contract. All sections are included so the document can double as a binding undertaking if required by the agency. Delete or simplify any sections not mandated by the specific regulator.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

Re: Response to [OFFICIAL DESIGNATION OF INQUIRY] dated [DATE] (the “Inquiry”)

From:
[LEGAL NAME OF RESPONDENT ENTITY], a [STATE/COUNTRY OF FORMATION] [ENTITY TYPE] (“Company”)
[ADDRESS LINE 1]
[ADDRESS LINE 2]

To:
[REGULATORY AGENCY FULL NAME] (“Agency”)
[AGENCY ADDRESS LINE 1]
[AGENCY ADDRESS LINE 2]

Effective Date: [DATE] (the “Effective Date”)

Governing Law / Regulations: “applicable_regulations,” including without limitation those promulgated pursuant to [CITATION(S), if absolutely certain] and any other rules the Agency is authorized to enforce.

Recitals
A. The Agency issued the Inquiry requesting information concerning [SUBJECT MATTER].
B. The Company desires to cooperate fully with the Agency, provide accurate information, and set forth its compliance position, all on the terms stated herein.

NOW, THEREFORE, the Company hereby delivers this Regulatory Response Letter (this “Letter”) to the Agency.

II. DEFINITIONS

The following capitalized terms have the meanings set forth below and apply equally to singular and plural forms. Terms not defined herein shall have the meanings assigned by the applicable_regulations.

“Affected Period” – The time period identified in the Inquiry, namely [DATES].

“Confidential Information” – Any non-public information supplied by the Company to the Agency pursuant to this Letter that is entitled to confidential treatment under applicable_regulations.

“Corrective Action Plan” – The remedial steps described in Section III.C.

“Documents” – All records, data and materials responsive to the Inquiry, whether in hard-copy or electronic form.

“Inquiry” – The Agency’s information request, subpoena, civil investigative demand, or other compulsory process identified in the Document Header.

“Parties” – Collectively, the Agency and the Company; each, a “Party.”

“Response” – The materials, explanations, certifications, and undertakings provided by the Company in Sections III and IV.

III. OPERATIVE PROVISIONS

A. Production of Documents
1. The Company shall produce the Documents listed on Schedule 1 attached hereto no later than [DATE] (the “Production Deadline”).
2. All Documents will be transmitted via [DELIVERY METHOD], encrypted with industry-standard protocols.
3. If any responsive Document is withheld based on privilege, the Company shall deliver a privilege log compliant with applicable_regulations.

B. Narrative Statement
1. Factual Background. The Company hereby provides the factual narrative set forth in Schedule 2, which accurately describes events during the Affected Period.
2. Legal Analysis. An overview of the Company’s compliance position is provided in Schedule 3. This analysis is submitted without prejudice and does not constitute a waiver of any rights or defenses.

C. Corrective Action Plan
1. Remedial Measures. The Company will implement the measures identified in Schedule 4 within [XX] days after the Effective Date.
2. Verification. The Company shall certify completion of each remedial measure pursuant to Section IV.C.

D. Ongoing Cooperation
1. The Company will promptly respond to any supplemental inquiries from the Agency.
2. The Company designates [NAME, TITLE] as its primary contact for all future communications.

E. Costs
The Company shall bear its own costs of compliance unless otherwise required by law.

IV. REPRESENTATIONS & WARRANTIES

A. Authority
The undersigned officer represents that he/she is duly authorized to execute and deliver this Letter on behalf of the Company.

B. Accuracy of Information
The Company represents that, after reasonable inquiry, the information contained in this Letter (including all Schedules) is true, correct, and complete to the best of its knowledge as of the Effective Date. 18 U.S.C. § 1001 (false statements) is expressly acknowledged.

C. Certification of Completion
The Company warrants it will deliver a sworn Certification of Completion for each item in the Corrective Action Plan within [X] days of completion, signed by an officer having knowledge of the facts.

D. Survival
The representations and warranties in this Section IV shall survive until the later of (i) two (2) years after the Effective Date, or (ii) the Agency’s written closure of the Inquiry.

V. COVENANTS & RESTRICTIONS

A. Preservation of Records
The Company shall preserve all Documents relevant to the Inquiry until it receives a formal written release from the Agency.

B. Non-Retaliation
The Company will not retaliate against any employee, contractor, or third party who cooperates with the Agency.

C. Notice of Material Developments
The Company will notify the Agency within five (5) business days of any material development that may affect the Response or the Company’s compliance posture.

D. Limitations on Public Statements
Except as required by law, the Company shall not make public statements characterizing the Agency’s Inquiry without prior written notice to the Agency.

VI. DEFAULT & REMEDIES

A. Events of Default
1. Failure to meet the Production Deadline without Agency-approved extension.
2. Material misrepresentation or omission in any Response.
3. Failure to implement any element of the Corrective Action Plan within the specified time.

B. Notice and Cure
The Agency shall give the Company written notice of any Event of Default. The Company shall have ten (10) business days to cure, unless a shorter period is required by applicable_regulations.

C. Remedies
Upon an uncured Event of Default, the Agency may pursue any remedies available under applicable_regulations, including but not limited to:
1. Instituting administrative or civil enforcement actions;
2. Seeking injunctive relief (see Section VIII.D);
3. Imposing regulatory_penalties as permitted by statute.

D. Attorneys’ Fees
If the Agency prevails in any enforcement proceeding arising from an Event of Default, the Company shall pay the Agency’s reasonable attorneys’ fees and costs to the extent allowed by law.

VII. RISK ALLOCATION

A. Indemnification (Compliance Representations)
The Company agrees to indemnify, defend, and hold harmless the Agency and its employees from any third-party claims directly arising out of the Company’s knowing provision of false information in the Response.

B. Limitation of Liability (Regulatory_Penalties)
Except for willful misconduct or fraud, the Company’s liability to the Agency under this Letter shall not exceed the maximum regulatory penalties expressly authorized by applicable_regulations.

C. Insurance
The Company represents that it maintains, and will maintain for at least one (1) year after closure of the Inquiry, professional and general liability insurance in commercially reasonable amounts.

D. Force Majeure
Neither Party shall be liable for delays or failures in performance caused by events beyond its reasonable control, provided that such Party gives prompt written notice of the force majeure event and resumes performance as soon as practicable.

VIII. DISPUTE RESOLUTION

A. Governing Law
This Letter and any dispute arising hereunder shall be governed by and construed in accordance with applicable_regulations.

B. Forum Selection
The exclusive forum for any action arising out of or relating to this Letter shall be the Agency’s designated regulatory_enforcement forum, unless the Agency elects otherwise.

C. Arbitration
Not applicable.

D. Injunctive Relief
Nothing herein limits the Agency’s ability to seek or obtain any regulatory_remedy, including injunctive relief, as provided by law.

E. Jury Waiver
Not applicable.

IX. GENERAL PROVISIONS

A. Amendments and Waivers
No modification of this Letter is effective unless in writing and signed by authorized representatives of both Parties. Waiver of any breach shall not be deemed waiver of any other or subsequent breach.

B. Assignment
Neither Party may assign or delegate its rights or obligations under this Letter without the prior written consent of the other Party, except that the Agency may assign its rights to a successor governmental authority.

C. Successors and Assigns
This Letter is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.

D. Severability
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and the invalid provision shall be reformed to the minimum extent necessary.

E. Integration
This Letter (including all Schedules) constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes all prior oral or written communications.

F. Counterparts; Electronic Signatures
This Letter may be executed in counterparts, each of which is deemed an original. Signatures transmitted electronically (e.g., PDF, DocuSign) are deemed valid and binding.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Regulatory Response Letter as of the Effective Date.

* [// GUIDANCE: In most circumstances the Agency does not countersign response letters. Delete the Agency signature block if not required.]

Schedule 1 – Document Production Index

[Describe each Document set, Bates ranges, format, and delivery method.]

Schedule 2 – Factual Narrative

[Provide chronological factual account responsive to Inquiry.]

Schedule 3 – Legal Analysis

[Set forth regulatory provisions, interpretations, and the Company’s compliance position. Omit confidential legal advice unless a waiver is acceptable.]

Schedule 4 – Corrective Action Plan

[Specify remedial tasks, responsible personnel, and target completion dates.]

[// GUIDANCE: Prior to submission, verify (i) all placeholders are completed, (ii) cross-references align, (iii) confidential treatment requests comply with 5 U.S.C. § 552(b) (FOIA) or corresponding state provisions, and (iv) no privileged information is inadvertently waived.]