Electronic Signature Routing Agreement

ELECTRONIC SIGNATURE ROUTING AGREEMENT

This Electronic Signature Routing Agreement (Agreement) is entered into as of Effective Date: by and between Service Provider: and Client Name: . Service Provider and Client are each a "Party" and together the "Parties".

RECITALS

WHEREAS, Service Provider maintains and operates an electronic signature routing system and related services that direct, deliver, and verify documents for signature in accordance with configured routing rules and security controls;

WHEREAS, Client requires the secure routing of electronic signature requests and related communications to designated signatories, and desires that Service Provider perform such routing in accordance with Client's routing instructions and applicable law;

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the routing, handling, authentication, and retention of electronically signed documents;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

1.1 "Routing Instructions" means the set of directional rules, recipient identifiers, and priority settings provided by Client to Service Provider that determine how signature requests are delivered to Signatories.

1.2 "Signatory" means an individual or entity to whom a document is routed for signature pursuant to the Routing Instructions.

2. APPOINTMENT AND SCOPE

2.1 Appointment. Client hereby engages Service Provider, and Service Provider accepts, to perform electronic signature routing services described in this Agreement and in any routing schedules or attachments executed by the Parties (Services).

2.2 Scope. Services include receiving signing requests from Client, applying Routing Instructions, delivering requests to Signatories, tracking delivery and execution status, and returning execution evidence to Client.

3. ROUTING INSTRUCTIONS

3.1 Client shall provide Routing Instructions in writing or by using Service Provider's designated routing configuration mechanism. Routing Instructions shall identify recipient contact details, routing order, fallback recipients, and any deadlines.

3.2 Changes. Client may modify Routing Instructions upon written notice to Service Provider. Service Provider shall implement changes within a commercially reasonable period and shall not be liable for routing performed in accordance with prior instructions during the transition period.

4. ROUTING METHODS AND AUTHENTICATION

4.1 Methods. Service Provider shall route signature requests by the method(s) selected by Client:

Email delivery API integration Webhook Manual upload/administration

4.2 Provider shall record authentication events, delivery attempts, and execution timestamps and shall provide evidence of execution to Client in the form agreed by the Parties.

5. DATA PROTECTION AND PRIVACY

5.1 Processing. Service Provider shall process and store personal data only as necessary to perform the Services and in accordance with Client's documented lawful instructions. Provider shall implement appropriate technical and organizational measures to protect personal data against unauthorized access, disclosure, alteration, or destruction.

5.2 Breach Notification. Service Provider shall notify Client without undue delay upon becoming aware of a security incident affecting Client data and shall cooperate in remediation, investigation, and regulatory reporting as reasonably required.

6. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable laws and regulations governing electronic signatures, consumer protection, privacy, data security, and export control. Service Provider's performance of the Services is subject to Client's compliance with applicable identity verification and consumer-consent obligations.

7. FEES; PAYMENT

7.1 Fees. Client shall pay Provider the fees as set forth below or in a separate fee schedule. Fees are exclusive of taxes, which Client shall pay where applicable.

7.2 Payment Terms. Unless otherwise agreed, invoices shall be due within days of invoice date. Late payments bear interest at the lesser of 1.5% per month or the maximum permitted by applicable law.

8. TERM AND TERMINATION

8.1 Term. This Agreement commences on the Effective Date and continues for an initial term of months, unless earlier terminated as provided herein.

8.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

8.3 Effect of Termination. Upon termination, Service Provider shall cease routing new signature requests and shall, at Client's direction, return or securely destroy Client Data as provided for in this Agreement. Termination shall not relieve Client of its obligation to pay accrued fees.

9. LIABILITY AND INDEMNIFICATION

9.1 Indemnification by Provider. Provider shall defend and indemnify Client from third-party claims arising from Provider's gross negligence, willful misconduct, or material breach of this Agreement.

9.2 Indemnification by Client. Client shall indemnify Provider for claims arising from Client's Routing Instructions, content of documents submitted for routing, or Client's breach of applicable law.

9.3 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, each Party's aggregate liability under this Agreement shall not exceed the amount of fees paid by Client to Provider in the twelve (12) months preceding the claim or , whichever is greater.

10. CONFIDENTIALITY

Each Party shall keep confidential the non-public business information and personal data of the other Party and shall not disclose such information except to employees, contractors, or service providers who have a need to know and are subject to confidentiality obligations at least as protective as this Agreement. The obligations of confidentiality do not apply to information that is publicly available or independently developed without use of the other Party's confidential information.

11. NOTICES

Notices shall be in writing and shall be effective upon receipt when delivered by hand, overnight courier, certified mail, or electronic transmission with confirmation to the addresses set forth above or to such other address as either Party designates by notice.

12. AMENDMENTS; WAIVER

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. The waiver of any right under this Agreement shall not constitute a waiver of any other right.

13. ASSIGNMENT

Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization provided that the assignee assumes Provider's obligations hereunder.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

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. The Parties agree that electronic signatures and delivery of signed counterparts by electronic transmission shall be valid and binding.

15. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

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

Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that achieves the Parties' original intent to the greatest extent permitted by law.

Entire Agreement. This Agreement, together with any schedules, exhibits, or order forms executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

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