Business E-sign Documents

BUSINESS ELECTRONIC SIGNATURE AGREEMENT

Parties

Recitals

WHEREAS, Client Name: (the "Client") desires to engage the services of Service Provider Name: (the "Provider") to perform the services described below; and

WHEREAS, the parties desire to set forth the terms and conditions governing the provision of such services, payment, confidentiality, and the parties' consent to the use of electronic signatures and records.

Scope of Work

Provider shall perform the services and deliverables described below in a professional, timely, and workmanlike manner in accordance with industry standards.

Payment Terms

In consideration for the services provided, Client agrees to compensate Provider in accordance with the terms set forth below.

All amounts due hereunder are exclusive of taxes. Client shall pay any sales, use, excise or similar taxes that Provider is required to collect, unless Client provides a valid exemption certificate acceptable to the taxing authority.

Term; Termination

This Agreement shall commence on Effective Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within Notice Period (days): days after receipt of written notice specifying the breach. Either party may terminate for convenience upon written notice to the other party as set forth herein.

Upon termination, Client shall pay Provider for all services performed and reasonable costs incurred through the effective date of termination. Provisions that by their nature survive termination shall survive, including but not limited to payment obligations, confidentiality, and indemnification.

Confidentiality

Each party (the "Receiving Party") acknowledges that during the performance of this Agreement it may receive or have access to Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public business, technical, financial and other information disclosed in any form and marked or otherwise identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall: (a) use Confidential Information solely for performance of this Agreement; (b) protect Confidential Information with at least the same degree of care as its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors or affiliates who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

The confidentiality obligations shall not apply to information that: (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) was known to the Receiving Party without restriction prior to disclosure; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt notice to the Disclosing Party and reasonably cooperate to seek confidential treatment or a protective order.

Electronic Signatures and Consent

The parties agree that signatures exchanged electronically (including, but not limited to, signatures applied through electronic signature platforms or scanned images of signatures) shall be legally binding and shall have the same force and effect as original handwritten signatures. Each party consents to the creation, transmission and retention of this Agreement and any other documents in electronic form.

By signing below, the signatory certifies that they are authorized to bind the entity they represent and that they consent to execute this Agreement electronically.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of Governing Jurisdiction: , without regard to its conflicts of law principles. Exclusive venue for any action arising out of or relating to this Agreement shall be the state and federal courts located in the chosen jurisdiction unless otherwise agreed in writing.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations, agreements, representations and understandings, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between them. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or successor by operation of law.

Notices

Notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may designate in writing.

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