E-sign Consent Form

E-SIGN CONSENT AND SERVICES AGREEMENT

Parties

Recitals

WHEREAS, Client desires to engage Service Provider to perform services as described in this Agreement and to receive certain documents, notices and authorizations in electronic form; and

WHEREAS, Service Provider is willing to provide the described services and to accept Client's consent to electronic delivery and electronic signatures under the terms and conditions set forth below.

WHEREAS, the parties intend for this instrument to constitute a binding agreement effective as of Effective Date: .

Electronic Consent

By checking the boxes below and executing this Agreement, Client provides informed consent to: (a) receive required disclosures, notices, invoices, agreements and other records in electronic format; and (b) use electronic signatures with the same legal effect as handwritten signatures.

I consent to the use of electronic signatures to execute documents arising under this Agreement.

I consent to receiving documents and notices electronically, including invoices and statements.

Scope of Work

Service Provider shall perform the services described below. Client acknowledges that electronic communications may be used to exchange deliverables, approvals and status updates.

Payment Terms

Invoices are due in accordance with the payment schedule. Client shall be responsible for any reasonable costs of collection, including attorneys' fees, if payments are not made when due.

Term and Termination

This Agreement commences on Start Date: and continues through End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

Each party shall hold in confidence and not disclose to any third party Confidential Information of the other party, and shall use Confidential Information solely for the purposes of performing obligations under this Agreement. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) is rightfully received from a third party without an obligation of confidentiality; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A party may disclose Confidential Information as required by law, court order or governmental authority, provided notice is given to the disclosing party to allow it to seek protective relief if permitted.

Electronic Records and Technical Requirements

Client represents that Client has the hardware and software capabilities required to access and retain electronic records: a device capable of accessing electronic mail and opening electronic documents, and an active email address for delivery of notices. Client agrees to promptly notify Service Provider in writing of any change to Client's email address.

Client may withdraw consent to receive electronic records by providing written notice to Service Provider. Withdrawal will be effective only after Service Provider has had a reasonable period to act on such request and may be subject to additional fees to provide records in paper form.

Representations and Warranty

Each party represents and warrants that it has the full corporate or individual power and authority to enter into and perform this Agreement, and that the person executing this Agreement for each party is duly authorized to bind that party.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that jurisdiction.

Entire Agreement

This Agreement, together with any attachments and electronic records delivered in connection with it, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether electronic, oral or written. No modification or waiver of any provision shall be effective unless in a writing signed by both parties.

Acknowledgment

By signing below, the parties acknowledge that they have read this Agreement, understand its terms, and agree to be bound by its provisions, including consent to electronic delivery and electronic signatures as indicated above.

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