Business Signature Files

Business Signature Files

This General Business Agreement ("Agreement") is made and entered into on by and between Client Name: with address: and Provider Name: with address: .

RECITALS

WHEREAS, Provider maintains and manages electronic signature files, template assets, and related metadata necessary for executing and affixing authorized signatures ("Signature Files"); and

WHEREAS, Client desires to license and receive specified Signature Files from Provider for Client's legitimate business purposes, and Provider is willing to provide such Signature Files under the terms set forth herein.

WHEREAS, the parties intend to define the scope of delivery, payment, confidentiality obligations and other terms governing the provision and use of the Signature Files.

SCOPE OF WORK

Provider shall prepare, deliver, and, where applicable, install the Signature Files described below and shall perform related services as expressly agreed. Provider's obligations include quality verification and compatibility checks with Client's specified systems to the extent described in this Agreement.

PAYMENT TERMS

Client shall pay Provider the fees described below in consideration of the delivery and licensing of the Signature Files and related services. All payments are in United States dollars unless otherwise stated.

Unless otherwise agreed in writing, overdue amounts shall accrue interest at the rate set forth above and the Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Provider in enforcing payment.

TERM AND TERMINATION

This Agreement commences on the Start Date set forth below and, unless earlier terminated in accordance with this Section, continues until the End Date set forth below or until completion of the Scope of Work, whichever occurs later.

Either party may terminate this Agreement for the other's material breach if the breaching party fails to cure such breach within the notice period specified above. Termination for convenience by either party requires the providing of the stated termination notice and payment for all work performed through the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" shall mean any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") 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. Confidential Information includes, without limitation, Signature Files, templates, private keys, business plans, pricing, technical data, and trade secrets.

The Receiving Party shall (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely for the purposes of performing under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Confidential Information shall not include information that: (i) was in the public domain prior to disclosure by the Disclosing Party; (ii) becomes part of the public domain through no fault of the Receiving Party; (iii) is already known to the Receiving Party at the time of disclosure without an obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Notwithstanding the foregoing, trade secrets shall be maintained in confidence for so long as they qualify as trade secrets under applicable law. Upon termination or expiration of this Agreement, Receiving Party shall return or certify destruction of all Confidential Information and shall not retain copies except as required by law. The parties acknowledge that monetary damages may be inadequate and that the Disclosing Party shall be entitled to injunctive relief to enforce this Section.

INTELLECTUAL PROPERTY; LICENSE

Unless otherwise agreed in writing, Provider retains all right, title and interest in and to the Signature Files and any underlying intellectual property. Provider grants Client a non-exclusive, non-transferable, limited license to use the delivered Signature Files solely for Client's internal business purposes as expressly set forth in this Agreement. Client shall not sublicense, sell, assign, distribute, alter, or create derivative works of the Signature Files except as permitted in writing by Provider.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including any exhibits or schedules attached hereto and any written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure or delay of either party to exercise any right shall not operate as a waiver of that right.

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