E-Signature Validity Agreement

E-Signature Validity Agreement

This E-Signature Validity Agreement (the "Agreement") is entered into as of by and between Client Name: with Principal Address: (hereinafter "Client"), and Service Provider Name: with Principal Address: (hereinafter "Service Provider"). Client and Service Provider may be referred to individually as a "Party" or collectively as the "Parties."

RECITALS

WHEREAS, the Parties anticipate entering into certain agreements, instruments and communications (collectively, "Transactions") in which signatures, approvals, acceptances, authorizations or other manifestations of assent may be provided electronically; and

WHEREAS, each Party seeks to establish the legal validity, enforceability and admissibility of electronic signatures, records and consents used in connection with Transactions between the Parties; and

WHEREAS, the Parties desire to set forth their mutual agreement concerning the means, procedures and evidentiary treatment of electronic signatures and records.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Electronic Signature" means any electronic sound, symbol, process or other electronic method attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign, including but not limited to signatures created by typed name, click-to-sign, scanned handwritten signature, cryptographic digital signature, or other automated signature process.

1.2 "Electronic Record" means any contract, agreement, notice, document, or other record created, generated, sent, communicated, received, or stored by electronic means.

2. CONSENT TO ELECTRONIC TRANSACTIONS

2.1 Each Party hereby knowingly and voluntarily agrees that, to the extent permitted by applicable law, electronic signatures and electronic records shall have the same force and effect as handwritten signatures and paper records and shall be binding on such Party with respect to any Transaction between the Parties unless such Party provides written notice to the contrary in accordance with Section 9 (Notices).

2.2 Each Party acknowledges that it may withdraw consent to conduct Transactions electronically by providing written notice in accordance with Section 9; provided, however, withdrawal of consent shall not invalidate any Electronic Signature or Electronic Record executed prior to the effective date of withdrawal.

3. AUTHORIZED METHODS OF ELECTRONIC SIGNATURE

The Parties agree that the following electronic signature methods are acceptable for execution of Transactions between the Parties. The Parties may select one or more methods and shall be bound by signatures made by any selected method:

Typed name or signature font (e.g., entering printed name in an electronic form)

Click-to-sign or checkbox acknowledgement within an electronic interface

Cryptographic digital signature (public/private key pair and certificate)

Scanned handwritten signature embedded into an electronic document

Biometric signature methods (gesture, stylus input) or other electronic authentication technologies

4. AUTHENTICATION, SECURITY AND PROCEDURES

4.1 Each Party shall implement and maintain reasonable security and authentication procedures for Electronic Signatures and Electronic Records, which may include unique user identifiers, passwords, multi-factor authentication, secure transmission protocols, audit trails, or digital certificates, as appropriate to the risk and Transaction.

4.2 Each Party shall be responsible for safeguarding its authentication credentials and shall notify the other Party immediately upon any actual or suspected unauthorized use or compromise.

5. RECORD RETENTION

5.1 The Parties agree to retain electronic copies of Electronic Records and associated audit trails in a manner that preserves the integrity, accessibility and readability of such records for the period specified below.

6. ADMISSIBILITY AND LEGAL EFFECT

6.1 Electronic Signatures and Electronic Records executed or retained in accordance with this Agreement shall be admissible in any legal, regulatory or administrative proceeding to the same extent and subject to the same evidentiary rules as original paper documents with handwritten signatures.

6.2 Neither Party shall contest the validity or enforceability of an Electronic Signature or Electronic Record on the sole basis that it is in electronic form.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has the full corporate or individual power and authority to enter into this Agreement; (b) the person executing an Electronic Signature on its behalf is duly authorized to do so; and (c) its consent to transact electronically has been provided knowingly and voluntarily.

8. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any loss, liability, claim, damage or expense (including reasonable attorneys' fees) arising out of or resulting from the indemnifying Party's negligent or willful failure to comply with its obligations under this Agreement, including failure to maintain reasonable security or unauthorized use of authentication credentials.

9. NOTICES

9.1 All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section. Notice shall be deemed given when delivered in person, sent by nationally recognized overnight courier, or upon receipt when sent by electronic mail with confirmation of transmission.

10. AMENDMENT; WAIVER

10.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. Any waiver must be explicit and in writing; a Party's failure to enforce any provision shall not constitute a waiver of future enforcement.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws selected by the Parties. Governing State or Jurisdiction: Without regard to conflict of law principles, each Party consents to the jurisdiction and venue of the courts located in the selected jurisdiction for the resolution of disputes arising under this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, proposals and communications whether oral or written.

12.2 If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect.

13. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery by electronic transmission of a signature page shall be binding.

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