Enhance eSignature Legitimacy for Assignment of Intellectual Property

How to eSign a document: e-signature legitimacy for Assignment of intellectual property

hi good morning my name is creighton frommer and i'm the corporate council for intellectual property at reed elsevier and lexus nexus and i'm here on behalf of pro bono partnership of atlanta to talk about eSignatures and the legal ramifications of using these signatures first in the slides i want to introduce the mission of pro bono partnership is to maximize the impact of pro bono engagement by connecting a network of attorneys with non-profits in need of free business legal services slide two you'll see some eligibility rules and and other information about pro bono pro bono partnership of atlanta please review those if you if you're interested in working with them and then of course as an attorney i'd like to give disclaimers the disclaimer here is that the webcast is only offering general guidelines for georgian nonprofit organizations it should not be really construed as legal advice always consult with an attorney to address your to address your particular situation so getting into electronic signatures we're going to talk about what they are how you can use electronic signatures you know what what does an online waiver require it's one of the most common uses of an electronic signature for nonprofits and then separately what is a digital signature there's maybe maybe some confusion between electronic and digital signatures they are different and and how you can best use them so going to slide six what do we mean by an electronic signature and it's based on georgia law it requires several elements it has to confirm the intended person to sign it has to be unique to the person signing capable of verification and if the signature recording is altered the signature has to become invalid so it has to be a genuine article on a genuine fixation of of the person's intent that can't be changed and the document must be later retrievable and readable by a human so when we talk about these signatures it's it's really not too much different than a hand signature it has to be genuine it has to be from the person um in law there's there's two ways in georgia there's the there's two laws that are applicable there's the georgia east signature statute and then there's also a federal e-sign law and both those laws are broad in scope they allow frequent use of eSignatures but it's still important to understand the the needs of these natures and what's important to to use them continuing i'll give some examples of these signatures looking at slide seven some examples one would be a web form and this may be the most common i think everyone has seen this where you go to a web form you fill out some information and the bottom will be an i accept check box this when you click i accept and you click submit it says save that data it's going to save the metadata about when you clicked it it's going to save information about your name and your information and then it'll save that as a as confirmation of your acceptance you can fix a digital signature which we'll talk about later to a pdf or a word document that digital signature is cryptography it uses cryptography to to to lock in that that signature that either an image or a date and time to to verify that you actually sign that document but then it could be also just sending an email so if if an individual says do you accept this contract please accept by returning an email and you return that email and say i accept your contract the courts have found that can be relevant and sufficient for for acceptance and it's essentially any signature when you're putting together these these materials especially for the web form you want to make sure that you're giving all the relevant information in the contract before you get to the signature portion you want to make sure that the reader has a chance to read all the necessary terms before they click set um just as you would see in a contract you want to make sure that it's clear and understandable what the information and what the content the the reader the acceptor should be should be through should be reviewing you know email we talk about email sending the document that um you know often in emails you'll see somebody's signature line um you know we talk about signatures and emails you know suggesting i guess who a person is but it can also act as a verification a lot of times these these questions come down to evidence and and reviews of facts um and then there's other ways that that um i'm not listening here that if if a party requests a certain way to to accept an agreement or to to verify somebody's identity if it's done through a computer and it follows the elements that we discussed those two could be considered electronic signatures now we talk about and they're of course they're you can do physical signatures as well um there are some benefits to each signatures one that's easier to store and retain you know because it's a digital document you can save it to a hard drive or storage device and retain those documents easy you don't have to put it away in a file cabinet make copies it often requires less staff to manage because you're not dealing with paper copies you don't have to scan and print um it just saves it saves time and with that there's also less chance human error so that you have less chance of documents getting lost accidentally shredded it's misplaced it's you can keep it on your hard drive you can make it easily make backup copies um it's just a more simple way of collecting signatures but there are some things that electronic signatures don't solve so as we talk about with say an email signature there's always the chance it could be fraudulent right so you could have somebody who got into somebody's computer sent the email or got access to or got access to the the signature just paste it onto their own there still are opportunities for fraudulent signatures and then of course the normal contract acceptance rules still apply so you would not have a you cannot have a minor accept a contract in the same way an adult does they can they can void contracts you're going to have to have capacity to sign a contract and to make acceptance and agreement so you do need to be mindful those of those issues looking at slide 10 you know some typical ways that nonprofits might use these signatures so you may have volunteer waivers right so that that may be the most common you want to be able to process many volunteers easily and quickly at low cost and high efficiency so doing those online allowing the people to view them at their own opportunity and and click the box to accept a volunteer to be to be a volunteer that may be the best way and then also maybe time sheet submissions if you have volunteers who are submitting their time and you want them to to confirm and and sign those materials it's also a good way to do that you may also want to use it for assistance requests if you have folks who need to especially if they need to confirm certain status if you need them to to verify criteria with their submission status or with their submission you can do that through an online form that they electronically sign in setting up an online waiver i'll talk a little bit about some steps to go through that you may want to use when you want to set up an online waiver first of all the first thing you need to do on the website is you know and upload the the waiver agreement and you'll want to make that like as i said before you want to put at the top make sure it's clear and understandable that there's no there's no question about where the body the agreement is and then where the acceptance is i suggest using an agreement version number or putting a last updated date you're always going to be making changes to your waiver agreement and other agreements so you want to make sure that it's clear which version of the agreement that the individual is signing and what they're what they're accepting and then you'll also want to save that information when you have the person signed document and of course retain those old agreements as well then you also want to have contact information in the confirmation so after they click i accept we give them a confirmation page noting that they've accepted make sure and put contact information you want to make sure that they can access the person who holds the agreement in case they need a copy and then also if they change their mind or if they need to for any other reason get back to you as the organization about that agreement they know who to contact as i'm walking through this i want to make sure everybody understands these are just some some suggestions and best practices but of course there may be other ways and you may find some especially with your different culture in your organization some some different elements you might may want to add to your online waiver after the agreement as i mentioned the confirmation after the the agreement body in the confirmation where it talks about how you accept you want to make sure that the reader understands you know i accept the agreement and that that what act you need to follow to accept that agreement so they need to understand that the words in the in the document and then also how to accept so usually you see somebody clicking a box you know make sure and don't default the box on right you want them to actually click the box to take that affirmative step and then click submit to to accept that agreement sometimes you'll see and i think it's a good idea you may also have the the reader or the signor have to type their name you know to verify that that information also another option is to have them add a bit of personal information that only they would know so as we talked earlier about some of the elements of electronic signature you want to make sure that it's clear that that in the specific individual signed it and when you get into a if unfortunately you have to get into a case of of who actually signed it if there's some debate about that you want to make it clear to the court and to to the other party that that only the person who actually wrote the name could have been the one that signed it so you may ask depending on the white nature of the agreement you may ask for a street a street address you may ask for a phone number you can ask for the last four digit digits of a social security number i've seen a driver's license number but of course the the more protective or the most the more sensitive the information you also need to make sure that you're you're storing that and retaining it properly there are also data privacy laws of course when you're dealing with some of these types of information but if it's a publicly available information and it's still maybe only known to that individual or at least help confirm that that individual is actually signing uh that can be a good process to to help provide that evidence the next part is you want to make it clear how they can decline the acceptance so you don't want to force them into having to accept that without an option to decline so you may have a cancel button that just takes them to a back to the home page but it helps to to make sure that they understand that they can also decline the agreement and as i mentioned before having that confirmation page with contact questions you know contact information questions is also good to have then in your systems behind the scenes so that that those best practices were really about what the user sees what the user is doing on the back end in your systems you're also going to want to retain the agreement version number and the last updated date of the of the agreement you're going to want to retain the person's name they're the date and time of the of the acceptance if you've got somebody who's logging in with a username and password you can use that as a as the identification and that can also help with what i was mentioning earlier where you need to verify the person actual person signed it where that password if they've entered the password that's a good verification that only that individual knows knows that password and actually sign the document um you may want to collect other like i said you may want to collect the personal information you want to make sure to retain that and behind the scenes if you need to encrypt it if it's if it's a driver's license number or account number if it's a full-size security number you want to make sure to encrypt that information yes do you have to provide a copy a printable copy of the waiver for the person who signed it to be able to print out that's a good question the question is do you have to provide a printable copy for the person to sign the person signed and you do need to make it available you need to make it available so they can you can print it out themselves you know the confirmation page you want to make sure that it's clear that they can print out a copy with their acceptance or have some access to that to that printed copy so in that contactor information you need to make sure that they can contact you and you can also print a copy for them so you you can make available the print button i mean in any web browser it's going to be available but there's a clean copy that shows that they accept it so they they can retain us so a document of of what they accepted going on to slide 14 the the digital signature it sounds similar to an electronic signature in semantics but it's actually a more of an extension of an electronic signature it's a specific type of electronic signature and you may have seen this in electronic documents where it almost looks like a notary stamp or or can contains additional information and it's essentially as i mentioned cryptography cryptography uses cryptography to to lock in or to a fix a signature to a document that cannot be adjusted so it uses keys to [Music] essentially firm a fixation of it either can use an image or a or uses a certificate to sign a document and those documents then cannot be altered the signature cannot be altered the document cannot be altered once it's been signed and it's it provides an extra level of protection for a signature there are several vendors that that provide this we you can use even adobe acrobat pro the uh software from adobe the full version of adobe reader will provide signature technology where the user in their software will access their certificate create basically a digital stamp and they can sign documents and that stamp is once it's a fix cannot be altered this is a better protection than then you may see sometimes individuals will will take a an image file of their signature of their written signature and just paste it onto a document in that case um we could talk about more of this later that's a that's a dangerous step in that somebody else can acquire that that image file it's just a maybe a jpeg or a gif file on bitmap and affix that to anybody else's you know any document whereas this digital signature is locked to the individual's computer and tied to that computer tied to their login and password so in theory unless somebody steals your login password cannot fix that signature on your behalf it's you know uses robust technology you know strong encryption there are several other vendors echo sign certify or some that i've seen that provide full service digital signature services so they'll take you from the online access of the document and help you do the digital signature store materials and they they've also got technology that'll help pass the document between individuals to make sure that it's had a proper chain of custody one interesting thing with this technology is i've seen you can it's starting to merge the digital and physical physical signature where with touch screens and ipads and iphones you can use your fingers and still hand write your signature and then it'll paste that or fix that into a document using the encryption technology and this this can be good for you know if you've got somebody on the road using a mobile device maybe internal staff who need to sign documents and gives them an opportunity to use their physical physical signature but also get the benefits of of digital storage and the efficiencies that come along with that you know i think one of the things digital signatures do cost money um as i mentioned even the the the less expensive solutions if you if you self use digital signatures with like an adobe um there is the cost of the full package um and then the the echo sign type vendors do cost money so it may depend on your organization's budget which of these you choose but the digital signatures can provide a higher level of protection or provide some final tips in general as i mentioned you don't want to copy and paste use copy and paste this other scanned signature um in our organization we don't we don't wouldn't even accept that as an authentic feature it's just too easily copied and manipulated you cannot to me you cannot rely on those from from individuals you want to retain as i mentioned before you want make sure you want to retain all your agreements back them up collect that acceptance information you know with these signatures you can only get it once so you want to make sure that that when you store that information you're storing it properly and that you're saving copies um you always as i mentioned before you're always going to want to be able to have those individuals who signed come back to you to get a copy um if in certain circumstances you may have to have courts you know the judges look at those materials if you have to go to court and finally choose a process that works best for your organization right so every organization has a different culture and different needs pick the technology that works for your culture don't let the technology you know drive drive what you're trying to get to you know don't pick the technology first look and see how how technology savvy are your individuals do they need a more simple approach are they ready for for more advanced features so in summary you know electronic signatures can be more efficient they can cut down on human error and in time to to produce and to sign documents make sure the process is exceptionally clear to your staff and to your users you don't have to be answering questions or have any question about um if a person actually signed a document you want to make sure that they that they understand and that and that you understand what they've done consider digital signatures for the best protection it is that's what they're that they're designed for and that's and their use of cryptography and encryption helps protect the authenticity of the agreement of the document that they sign and of the signature and you know make sure that you retain and protect that information as i've said several times retaining that information and protecting it especially if you're collecting personal information will help save save not just financial burden but also reputational issues so that's a electronic signatures any questions all right well thank you very much and enjoy your day