Business Document Esign Docs

BUSINESS ELECTRONIC SIGNATURE SERVICES AGREEMENT

This Business Electronic Signature Services Agreement (the Agreement) is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Client desires to obtain electronic signature and document management services to facilitate legally binding electronic execution of business documents; and

WHEREAS, Service Provider represents that it operates an electronic signature platform and will provide such services in accordance with applicable law and the terms of this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will perform the services described below.

SCOPE OF WORK

Service Provider will provide electronic signature services, document preparation assistance, secure storage of executed documents, audit trail generation, and related support (collectively, the Services) as further described below.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration of the Services. Unless otherwise stated, all amounts are payable in United States dollars and are exclusive of taxes for which Client is responsible.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of % per month (or the maximum rate permitted by law, if lower). Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in recovering overdue amounts.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause upon providing written notice to the other party not less than days prior to the effective date of termination. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written, electronic, or visual, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care; and (c) not disclose Confidential Information to any third party except to those of its employees, agents, contractors, or advisors who have a need to know and who are subject to confidentiality obligations at least as protective as those in this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

GOVERNING LAW; COMPLIANCE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of laws principles. Each party shall comply with all applicable laws, rules, and regulations in performing its obligations under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, 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 oral or written. Any amendment or modification to this Agreement must be in writing and signed by duly authorized representatives of both parties.

ELECTRONIC SIGNATURES

The parties agree that signatures delivered electronically (including by typed name inserted into electronic fields, scanned signature images, or electronic signature services) shall have the same force and effect as handwritten signatures and shall be deemed original signatures for all purposes.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

Assignment: Neither party may assign this Agreement or any right or obligation hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets provided the assignee assumes all obligations hereunder.

Remedies: Except where limited by law, the remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity.

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