Ensuring eSignature Lawfulness for Outsourcing Services Contract

How to eSign a document: eSignature lawfulness for Outsourcing Services Contract

today we're going to touch on electronic signatures called e-signing hi everyone my name is tom riley and i'm going to spend a couple of minutes telling you about the evolution of how you sign a contract originally a for a contract to be binding it had to be signed in wet inc so called because the ink that came out of the fountain pen or off the quill that was being used to sign the contract had to be blotted dry before it was able to be moved and secondly had to be sealed with wax and then print it with a stamp the concepts of seal fell prey a long time ago to not being used but until very very recently wet ink signatures were the way that by and large we did business that all started to change a few years ago and as with so many things the pandemic and epidemic caused by the covid uh led businesses to rethink how they can get contracts signed without actually having people in a room signing with wet ink signatures electronic signatures eSignatures perhaps the most common known company that does this is have come into significant prevalence in the last two years over 66 percent of the companies now using eSignature did not do it two years ago so we're going to talk about today is not the process of contracting for a software license whether it be or one of its many competitors the product is actually excellent as always happens the problem is that people either don't know how to use it or are intentionally misusing it the program and as as and its competitors as well is a robust program that allows you to do so many things electronically send drafts of agreements redline agreements make changes to agreements uh a variety of things nobody uses any of those features nobody e negotiates a contract um people e-sign agreements one of the things you need to be aware of is that under federal law and in all 50 states signing something electronically is as fully binding as if you signed it with a pen wedding signature the first problem with the or electronic signing process is most people don't realize that very often i'll learn about a contract that one of my clients entered into six months or a year or a year and a half after it's signed when suddenly they say hey tom we don't want to be in this contract anymore and i say guys you signed a five-year deal and they'll say no he didn't and i'll go to the person who signed the contract they'll say did you sign this agreement no well isn't that your signature on the line oh yeah i clicked something but i never signed anything i don't have authority to sign contracts i just accepted the fact that i understood what the thing said i said well basically you signed the contract and you bound this company to a five-year contract 300 thousand dollars a year and there's not a lot we can do about it so the first thing is you got to make sure that you have a policy for who can sign contracts and make sure you enforce that astringently within your company or your business as you do with employees signing what inc versions of contracts because in a very short period of time we're not going to be doing wedding signatures anymore everything's going to be electronic the second problem is and i think it's part of the name the people wanting you to sign the contract you can't blame the lawyers for this one they're not the lawyers lawyers want to negotiate contracts business people want you to sign contracts so the second thing you need to do to make sure your company has a good electronic signature policy is to make sure you have very stringent rules in place as to who needs to review a contract who needs to negotiate a contract who needs to approve a contract before the actual signer signs the agreement all those steps can be done through or the other electronic software packages or they can be done the old-fashioned way of these old-fashioned buyers standards sending documents back and forth by email until you get the document in final form the next piece is and this one's important if you've negotiated the document make sure the correct document gets loaded into the program or that the document you receive from the other side is in fact the contract you negotiated it's happened more times than i care to count where we've negotiated a contract only to find that when it was sent for signature it reverted back to the very first draft the one the other side sent originally through that we said we wouldn't sign until we made changes and negotiated essentially electronic signatures are the high-tech equivalent of the 1960s 1970s stereotypical salesperson who would take you out to a three martini lunch and as you're finishing your third drink reach into his pocket of his loud sport coat and say here sign on the dotted line just happen to have a contract that sets worth everything we talked about today at lunch and when you got back to the office and sobered up you realize you signed something that a wasn't what you talked about b wasn't what you wanted and now you got to explain to your boss why you committed the company to a contract that wasn't properly negotiated it's the same in the electronic signature world except you don't get the martinis anymore the agreement comes through and unless you're paying attention you're going to sign things that you shouldn't be signing that haven't gone through your process and it ultimately will end up binding your company to something that it doesn't want to be bound to and that you may not be authorized to bind it to that that doesn't impact the validity of the contract as to the other side if you had a parent authority it looked to them you like you had the authority to sign the contract that's enough to make it a valid agreement your boss and your boss's boss might not think the same so across the board it is imperative that companies develop a strong consistently applied electronic signing process that includes negotiation revision approval before it gets to the person that actually signs the agreement much like everything else that happened during the speed up of technology and business over the last years as covet impacted our lives most companies adopted e-signing without thinking through any of these things i realized that for a two year period it left businesses continue to be able to operate to get things done that otherwise would not have been done or could have taken weeks to get done rather than hours or days now is the time to go back and say we've got the software we don't really know quite how it works we're going to do two things number one we're going to learn everything the software can do number two we're going to figure out what we need to make a part of our company's e-sighting policy to make it work for us and number three we're going to tell anybody that sends us a document document for eSignature hey we're willing to sign the document electronically but only if you follow our policy the question is will they the answer's simple of course because what they want you to do in the end is to sign the agreement so have the policy enforce the policy review the policy from time to time and electronic signing will make your business life simpler easier to manage and easier to um know what's out there in the world that you've committed to another important step i want to touch on before we say goodbye is once you sign the document don't forget about it if someone asked you where's that agreement you signed three months ago tom and you're going back in your email looking for it you're not doing it right the last thing your company needs is an eSignature retention policy once the agreement is fully signed who does it go to who stores it where who tracks how long we've committed to who tracks the other relevant business terms because a sitting in your folder or a sitting in your email doesn't do any of that you need to make sure you know what you're committing to electronically as fully as completely as you do when you sign a document using the old wet ink signature a whole lot about electronic signing in a very short period of time and once again i thank you for your time this time until we do it again next time you