AOS Signature Agreement

AOS SIGNATURE AGREEMENT

This AOS Signature Agreement (the "Agreement") is entered into as of by and between Client Name: (the "Client") and Service Provider Name: (the "Provider").

WHEREAS

WHEREAS, the Provider is engaged in the business of providing signature services, electronic signature facilitation, and authorized on‑behalf signing ("AOS services"), and has represented that it possesses the necessary authority, processes, and controls to accept and produce legally binding signatures on behalf of its clients in accordance with the terms of this Agreement.

WHEREAS, the Client desires to retain the Provider to perform AOS services limited to the scope set forth herein and to authorize the Provider to sign certain documents on the Client's behalf in accordance with the authorization procedures and limits specified in this Agreement.

WHEREAS, the parties intend for any signatures executed through Provider's AOS services pursuant to this Agreement to be legally binding and to have the same legal effect as manually executed signatures, subject to the representations, warranties and limitations herein.

SCOPE OF WORK

The Provider shall perform the AOS services described above for documents and transactions specifically authorized in writing by the Client. Provider's authority to sign on behalf of the Client is strictly limited to the documents identified in the scope and to the individuals and signature formats explicitly authorized in a separate signature authorization schedule executed by the parties. The Provider shall maintain records of each executed signature, including the document executed, the time and date of execution, the identity of the signing agent, and an auditable trail of authorization.

PAYMENT TERMS

Unless otherwise agreed in writing, invoices shall be payable within days of invoice date. Late payments shall incur a late fee equal to the greater of (a) % per month on any overdue balance or (b) a fixed late fee of . The Client shall also reimburse Provider for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

Term Commencement: This Agreement commences on and, unless earlier terminated as provided herein, shall continue until .

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate immediately for cause upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach. Termination shall not relieve the Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that during the term of this Agreement it may receive confidential or proprietary information of the other party. The receiving party shall: (a) use Confidential Information solely for the purposes of performing its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, agents, and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was rightfully in the receiving party's possession prior to disclosure, or is required to be disclosed by law or court order, provided the disclosing party is given prompt notice to seek protective relief.

Acknowledgement of Confidentiality: I acknowledge and agree to the foregoing confidentiality obligations.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located within the county where the Client's principal place of business is located, and each party irrevocably submits to the exclusive jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, together with any schedules, exhibits, or signature authorization documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment to this Agreement shall be effective unless in a writing signed by duly authorized representatives of both parties.

ADDITIONAL REPRESENTATIONS

Each party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement has been duly authorized by all necessary corporate or organizational action; and (c) when executed by the other party, this Agreement will constitute a valid and binding obligation of such party enforceable in accordance with its terms.

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