E-Sign Document Template

E-Sign Document Template

This E-Sign Document Template (the "Agreement") is entered into as of by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client engages Contractor to perform certain services as set forth in this Agreement and Contractor represents that it has the qualifications, experience and ability to perform such services in accordance with the terms herein; and

WHEREAS, Contractor agrees to perform services for compensation under the terms and conditions of this Agreement and both parties desire to record their agreement in writing; and

WHEREAS, the parties intend that this Agreement may be executed electronically and that electronic signatures shall be legally binding and enforceable as provided herein.

SCOPE OF WORK

Contractor shall perform the services described below in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

Client shall pay Contractor for the services performed as follows. All amounts are payable in United States dollars unless otherwise agreed in writing.

Invoices shall be submitted in writing or electronically by Contractor in the form reasonably acceptable to Client. Client shall pay undisputed invoices within days of receipt. Disputed amounts must be reasonably detailed and delivered in writing within the same time period.

TERM AND TERMINATION

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

Either party may terminate this Agreement for cause upon material breach by the other party that remains uncured after written notice and the expiration of days following receipt of such notice. Either party may terminate without cause upon days' prior written notice to the other party.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written, electronic or visual, that is designated as confidential or that reasonably should be understood to be confidential. Receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) limit disclosure to employees, contractors and agents with a need to know who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes public without breach, already known to receiving party prior to disclosure, rightfully received from a third party without restriction, or independently developed without reference to disclosed information. Receiving party may disclose Confidential Information to the extent required by law, provided it gives prompt notice and cooperates to seek a protective order.

ELECTRONIC SIGNATURES

The parties agree that signatures transmitted electronically, including by facsimile, image, PDF, secure electronic signing platform or other electronic means, are intended to authenticate this Agreement and shall have the same force and effect as original signatures. Consent to electronic delivery and signature is irrevocable for the execution and delivery of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. No amendment or modification shall be effective unless in a writing signed by both parties.

NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at their respective addresses set forth below (or to such other address that a party may specify in writing).

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition or sale of substantially all its assets, provided the assignee assumes all obligations hereunder. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that any breach of confidentiality or unauthorized use of Confidential Information would cause irreparable harm and that equitable relief, including injunctive relief, shall be available in addition to any other remedies.

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