Auto Signature Agreement

Auto Signature Agreement

This Auto Signature Agreement ("Agreement") is made and entered into as of by and between:

WHEREAS

WHEREAS, Client desires to engage Provider, and Provider agrees to provide services and tools to facilitate the electronic execution and automated insertion of authorized signatures on specified documents in accordance with the terms set forth herein.

WHEREAS, Client authorizes Provider to apply Client's electronic signature automatically to documents identified in this Agreement on Client's behalf, subject to the scope, controls, and revocation procedures specified herein.

WHEREAS, the parties intend that signatures applied pursuant to this Agreement shall be legally binding and enforceable under applicable electronic signature laws.

Scope of Work

Provider shall perform the following scope of services and related support to enable auto-signature operations for Client. Provider will implement technical controls, maintain auditable records of each automated signature event, and provide access to such records upon reasonable request.

Authorization for Auto-Signature

Client expressly authorizes Provider to apply Client's electronic signature automatically to documents falling within the Scope of Work. Authorization is limited to documents and transaction types expressly listed below; any document type not listed requires separate written authorization.

Payment Terms

In consideration for Provider's services, Client shall pay Provider as set forth below. All amounts are due in United States Dollars unless otherwise agreed in writing.

If Client fails to pay any undisputed amount when due, Client shall pay interest on the overdue amount at the rate of or a late fee of whichever is greater. Provider may suspend auto-signature services for accounts more than days overdue.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section.

Either party may terminate this Agreement without cause by providing written notice at least days prior to the intended termination date. Termination for material breach may be immediate if the breaching party fails to cure within days after written notice of breach.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party that is designated confidential or that by its nature should reasonably be understood to be confidential ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes generally known without breach of this Agreement; (b) was known to the receiving party without restriction prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party may disclose Confidential Information to its employees, contractors, auditors, and professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein. Provider shall implement reasonable technical and organizational safeguards to protect the security and integrity of signature credentials and audit logs.

Representations, Warranties and Indemnification

Each party represents that it has full authority to enter into this Agreement. Client represents that any authorization granted herein for automated signature application has been properly authorized by the person(s) whose signature will be applied. Each party shall indemnify and hold harmless the other party from and against all losses arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Limitation of Liability

Except for indemnification obligations, breach of confidentiality, or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of either party for direct damages shall be limited to the fees paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law. Venue for any dispute arising under this Agreement shall be in the state and federal courts located in that state.

Entire Agreement

This Agreement, including any schedules or exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral, relating to that subject matter. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the address provided below or to such other address as a party may designate by notice in accordance with this section.

Audit and Recordkeeping

Provider will maintain logs and records of each automated signature event, including timestamp, document identifier, and identity of the electronic credential used. Provider shall retain such records for a minimum period of years and shall make them available for inspection by Client upon reasonable notice.

Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The failure of either party to enforce any right shall not be deemed a waiver of that right.

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