Legal Auto Signature Document

LEGAL AUTO SIGNATURE DOCUMENT

This Legal Auto Signature Document (the Agreement) is made as of Date: by and between Client Name: with Address: and Agent Name: with Address: .

RECITALS

WHEREAS, Client maintains accounts, records, instruments, or other documents (collectively, the Client Documents) for which Client desires the convenience and efficiency of permitting Agent to apply an automated or electronic signature on Client's behalf under the terms and conditions set forth in this Agreement;

WHEREAS, Agent has developed or procures systems, software, and operational controls that permit signatures to be affixed to Client Documents by automated means in a manner intended to create a legally binding signature; and

WHEREAS, the parties desire to set forth the scope, limitations, and procedures for the use of automated signatures and to allocate responsibilities, recordkeeping obligations, and liability.

NOW THEREFORE, in consideration of the covenants and promises contained herein and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Authorized Documents" means those Client Documents identified in writing by Client and accepted in writing by Agent as eligible for automated signature under the procedures set forth in this Agreement. Client shall identify the initial categories or types of Authorized Documents in the Scope of Authorization field below and may amend by written notice pursuant to the Notices clause.

1.2 "Automated Signature" means an image, token, cryptographic key, stamp, or other method or process applied by the Agent's system without manual, contemporaneous physical signing by Client that is intended to constitute Client's signature for all legal purposes.

2. SCOPE OF AUTHORITY

2.1 Grant. Client hereby authorizes Agent to apply Automated Signatures to Authorized Documents on Client's behalf in accordance with the rules, controls and conditions stated in this Agreement. Such authorization is limited to documents and transaction types specifically identified in the Scope of Authorization below and as modified pursuant to the Amendment procedures in this Agreement.

3. CONDITIONS AND PROCEDURES

3.1 Preconditions. Agent shall not apply an Automated Signature unless (a) the document is an Authorized Document, (b) the application of the Automated Signature is performed in accordance with Agent's written procedures for authentication and logging, and (c) any additional conditions specified by Client in writing for a particular category of Authorized Documents have been satisfied.

3.2 Audit Trail. Agent shall maintain a verifiable and retrievable audit trail for each Automated Signature applied that, at minimum, records the date and time of signature, the identity of the system user or process that authorized the automation, the document identifier, and any authentication factors used. Agent will retain such records in accordance with the Record Retention clause.

4. AUTHENTICATION; SECURITY

4.1 Credentials. Client shall furnish to Agent such identifiers, credentials, keys, tokens or other authentication materials as are reasonably necessary for Agent to perform Automated Signatures (Authentication Credentials). Client warrants that it will maintain the confidentiality of Authentication Credentials and will promptly notify Agent upon any actual or suspected compromise.

4.2 Security Controls. Agent shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Authentication Credentials and the integrity of Automated Signatures, including measures to prevent unauthorized use and to detect anomalies. Agent's obligations do not include protection against acts outside the scope of the Agent's control or resulting from Client's failure to protect credentials.

5. RECORDS; PROOF OF SIGNATURE

5.1 Presumption of Validity. Subject to applicable law, a document bearing an Automated Signature applied in accordance with the procedures in this Agreement shall be presumed to have been authorized by Client and shall be admissible as evidence of Client's execution to the same extent as a manually-signed document.

5.2 Access to Records. Upon reasonable request and subject to reasonable confidentiality protections, Agent shall provide Client copies of records and audit trails relating to Automated Signatures applied to Client Documents.

6. REVOCATION

6.1 Termination and Revocation. Client may revoke the authorization granted herein for future Automated Signatures by delivering written notice to Agent in accordance with the Notices clause. Revocation shall be effective upon the later of (a) the date specified in the notice or (b) Agent's reasonable opportunity to implement the requested suspension of automation.

7. LIABILITY; INDEMNIFICATION

7.1 Liability Allocation. Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, special, punitive, or consequential damages arising solely from the use or nonuse of Automated Signatures. Each party's aggregate liability for direct damages arising out of this Agreement shall be limited to actual proven damages not to exceed the lesser of (a) direct damages caused by the liable party or (b) the fees paid by Client to Agent under this Agreement during the twelve (12) months preceding the claim.

7.2 Indemnification. Client shall indemnify and hold harmless Agent from and against any third-party claims arising from Client's breach of representations, misuse of Authentication Credentials, or instructions that are unlawful or outside the scope of this Agreement, except to the extent such claims arise from Agent's gross negligence or willful misconduct.

8. REPRESENTATIONS AND WARRANTIES

8.1 Client Warranties. Client represents and warrants that (a) it has the full power and authority to enter into this Agreement and to authorize Automated Signatures; (b) any person or entity whose signature is to be applied by automation has been duly authorized to delegate signature authority; and (c) the exercise of such authority will not violate any agreement or law applicable to Client.

8.2 Agent Warranties. Agent represents and warrants that it will perform its obligations under this Agreement in a professional manner consistent with industry standards for systems providing automated signature functionality and will maintain the security measures described herein.

9. NOTICES

9.1 All notices, requests, consents, claims, demands, waivers and other communications hereunder must be in writing and delivered to the addresses set forth below or to such other address as the receiving party may designate by notice in accordance with this Section. Notices are effective upon receipt.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendment. No amendment to this Agreement will be effective unless it is in a writing signed by both parties.

10.2 Waiver. No waiver of any right or remedy under this Agreement will be effective unless in writing and signed by the waiving party. The waiver of any breach will not constitute a waiver of any subsequent breach.

10.3 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures delivered by electronic means intended to reproduce a handwritten signature have the same effect as original signatures.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement and any dispute arising out of or relating to it will be governed by and construed in accordance with the laws of the state specified above, without regard to conflict of law principles.

11.2 Entire Agreement. This Agreement 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 written or oral.

11.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remainder of this Agreement will remain in full force and effect and such invalid, illegal or unenforceable provision will be reformed only to the extent necessary to make it enforceable.

CERTIFICATION

Each party represents and warrants that the individual signing on its behalf is duly authorized to execute this Agreement and that such execution will bind the party to the terms set forth herein. By signing below, the parties acknowledge that they have read, understood, and agree to be bound by this Agreement.

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