Business RONS Document

BUSINESS RONS AGREEMENT

This Business RONs Agreement (the Agreement) is entered into as of Effective Date: by and between: Provider Name: with principal address: , and Client Name: with principal address: .

RECITALS

WHEREAS, Provider operates a remote online notarization service that enables execution and notarization of electronic documents by verified signers via secure audiovisual conference and electronic seals; and

WHEREAS, Client desires to retain Provider to perform remote online notarization services and related recordkeeping, and Provider is willing to provide such services subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend that notarial acts performed pursuant to this Agreement shall comply with applicable law and accepted standards of identity proofing, authentication, encryption and retention of transaction records.

SCOPE OF WORK

Provider shall perform the services described above, which may include: identity proofing of signers, live audiovisual notarization sessions, electronic sealing and stamping, issuance of notarial certificates, secure storage of audio-visual recordings and audit trails, and transmission of completed notarized documents to Client in encrypted form. Provider represents and warrants that services will be performed in a professional manner consistent with industry standards and applicable laws governing remote notarization.

PAYMENT TERMS

All fees are exclusive of taxes. If Client fails to pay undisputed amounts when due, Provider may suspend services after providing written notice and shall be entitled to recover all collection and legal costs incurred in securing payment. Disputed charges will be addressed promptly by the parties in good faith; undisputed portions remain payable in accordance with the schedule above.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon providing the notice period specified above. Either party may terminate immediately upon material breach by the other party if such breach remains uncured for ten (10) days after written notice, or immediately upon a final determination that continuation of services would violate applicable law or regulation governing remote notarization. Upon termination, Client shall pay Provider for services performed and documented through the effective date of termination, including any non-cancellable costs reasonably incurred by Provider.

CONFIDENTIALITY

Each party shall protect the other's Confidential Information using at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care. "Confidential Information" includes nonpublic business, financial or technical information, customer data, and examination and transaction records generated in the course of providing RON services. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, or is independently developed without use of the disclosing party's Confidential Information.

The receiving party may disclose Confidential Information where required by law, provided it gives prompt written notice to the disclosing party to allow the disclosing party to seek protective measures. Upon termination or expiration of this Agreement, each party shall return or destroy confidential materials and certify destruction upon request, except to the extent retention is necessary to comply with legal, regulatory or archive obligations.

COMPLIANCE AND RECORDS

Provider shall maintain records and audit trails of each RON session, including audiovisual recording, identity-proofing artifacts, timestamps, and notarial certificates, for the period required by applicable law. Provider represents that it will use commercially reasonable security measures, including encryption in transit and at rest, access controls and regular data integrity procedures. Client acknowledges responsibility for retention of executed documents once delivered by Provider.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS OTHERWISE PROVIDED BY LAW, THE AGGREGATE LIABILITY OF PROVIDER FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether oral or written. No amendment or modification 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, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

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