Business Esign Application

BUSINESS ESIGN APPLICATION AND SERVICE AGREEMENT

This Business Esign Application and Service Agreement (the Agreement) is entered into between Applicant Name: and Provider Name: . The parties agree as follows:

RECITALS

WHEREAS, Applicant operates a business that requires electronic execution, delivery, and storage of commercial documents and seeks to enable authorized individuals to execute documents electronically on behalf of the Applicant; and

WHEREAS, Provider offers electronic signature services, secure document transmission, and digital records management under the terms set forth in this Agreement; and

WHEREAS, the parties wish to document the scope, payment, confidentiality, and legal terms governing Applicant's enrollment in Provider's electronic signature services.

BUSINESS INFORMATION

ENTITY TYPE (CHECK ALL THAT APPLY)

Corporation
LLC
Partnership
Sole Proprietor
Other:

SCOPE OF WORK

Provider will provide Applicant with access to electronic signature services, including the ability to prepare, route, sign, authenticate, and store electronic documents as specified below. Applicant requests enrollment for the users and purposes described.

PAYMENT TERMS

Applicant agrees to pay Provider the fees for services as set forth below. Fees are exclusive of taxes and any third-party costs incurred in providing the services.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing Notice Period (days): written notice to the other party. Provider may suspend services immediately upon nonpayment in accordance with the Payment Terms.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic business, technical and financial information disclosed by one party to the other in connection with the services, whether oral, written or electronic, and includes but is not limited to client lists, pricing, workflows, and the content of documents processed through the electronic signature system. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; or (c) is rightfully obtained by the receiving party from a third party without restriction.

Each party shall use Confidential Information solely for the performance of this Agreement, shall limit access to employees and agents who have a need to know, and shall exercise reasonable care to prevent unauthorized disclosure. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for so long as they remain trade secrets under applicable law.

ELECTRONIC SIGNATURE CONSENT

Applicant hereby authorizes and consents to the use of electronic signatures and electronic delivery of records by Provider for documents related to the services described herein. Applicant acknowledges that electronic signatures executed in accordance with this Agreement will have the same legal force and effect as handwritten signatures.

Applicant consents to electronic signatures and electronic delivery of records.

DATA SECURITY AND RECORDS

Provider shall implement and maintain administrative, physical, and technical safeguards designed to protect the confidentiality and integrity of Applicant's records processed and stored using the service. Provider shall retain electronic records in a manner that ensures accuracy, availability, and authenticity for the period required by applicable law or as otherwise agreed in writing.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles. Any dispute between the parties arising out of or relating to this Agreement shall be resolved through good faith negotiation between authorized representatives. If the parties cannot resolve the dispute within thirty (30) days, either party may pursue any remedies available under applicable law.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages, even if advised of the possibility of such damages. Provider's aggregate liability arising out of or relating to this Agreement shall not exceed the total fees paid by Applicant to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

ENTIRE AGREEMENT

This Agreement, including any exhibits and applicant-provided enrollment information, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, written or oral. No amendment to this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or successor entity in connection with a merger or sale of substantially all of its assets.

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