Client E-Signature Protocols

CLIENT E-SIGNATURE PROTOCOLS

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client and Service Provider intend to conduct certain transactions and execute documents electronically, and require a written protocol establishing mutual procedures and controls for the creation, authentication, storage, and retention of electronic signatures and electronic records;

WHEREAS, the parties desire that electronically executed documents be legally effective and enforceable, and wish to define acceptable authentication methods, consent procedures, audit logging, and record-retention practices applicable to such electronic executions;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree to the following protocols governing electronic signatures and related records.

SCOPE OF WORK

The protocols set forth in this document apply to electronic signatures, initialing, approvals, consents, and acknowledgements executed by Client and authorized representatives of Service Provider in connection with the Scope of Work above. Electronic records subject to these protocols shall be treated as originals for all purposes where electronically permitted.

PAYMENT TERMS

Invoices issued under this Agreement may be delivered electronically in accordance with these protocols. Late fees, if not otherwise specified in a referenced Statement of Work, shall accrue as set forth in the Late Payment Fee field above and shall be charged in addition to any collection costs and reasonable legal fees incurred to enforce payment.

TERM AND TERMINATION

Effective Date:

Termination Date:

Either party may terminate this protocol for material breach if such breach remains uncured after the Notice Period specified above. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations and record-retention duties for executed electronic documents.

CONFIDENTIALITY

Each party shall maintain the confidentiality of non-public information received in connection with the administration of these e-signature protocols and shall not use or disclose such information except as required to effectuate electronic transactions under this Agreement, to comply with law, or with the prior written consent of the disclosing party.

ELECTRONIC SIGNATURE RULES AND PROCEDURES

Consent: By executing below and by checking the consent box, the signatory consents to the use of electronic signatures and agrees that electronically executed documents shall have the same legal effect as handwritten signatures to the fullest extent permitted by law.

Acceptable Authentication Methods (select all applicable):
Email-delivered secure signing link
SMS one-time passcode
Government ID verification (documented)
Federated identity / Single sign-on

Delivery and Access: Executed electronic documents and accompanying audit trails shall be delivered or made accessible to the signatory in a reasonably usable, unalterable form. Withdrawal of consent by a party will not invalidate electronic records lawfully executed prior to withdrawal.

Security Controls: Service Provider will implement reasonable administrative, technical, and physical safeguards appropriate to the sensitivity of the records to protect the integrity and confidentiality of electronic signatures and supporting records.

Legal Effect: The parties agree that an electronic representation of a signature, together with the corresponding audit record as described above, shall constitute a "writing" and "signed" record to the fullest extent permitted by applicable law.

Acknowledgment: I acknowledge receipt of, and consent to, the e-signature protocols and attest that I have authority to bind the party identified as Client.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State: , excluding its conflict of laws rules. Venue for disputes shall be in the courts of the jurisdiction specified above unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This document constitutes the entire agreement of the parties with respect to the subject matter herein and supersedes all prior or contemporaneous understandings, proposals, and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

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