Legal Document Signed Docs

LEGAL DOCUMENT SIGNED DOCS

This Document Execution and Acknowledgment Agreement (the Agreement) is entered into as of (Effective Date), by and between Client Name: , a Individual Business entity, with principal address (Party A), and Counterparty Name: , a Individual Business entity, with principal address (Party B).

RECITALS

WHEREAS, the parties intend that certain documents, instruments and written materials described below be executed, acknowledged, exchanged and relied upon by the parties for the purposes set forth in this Agreement; and

WHEREAS, the parties desire to establish a binding procedure for execution, delivery, retention and certification of originals and electronically executed counterparts to ensure the enforceability and authenticity of such instruments; and

WHEREAS, the parties wish to set forth certain representations, acknowledgments and remedies regarding executed documents, originals and copies.

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

1. DEFINITIONS

1.1. "Documents" means all instruments, agreements, certificates, notices, consents and other writings executed by either party in connection with the transactions contemplated by this Agreement and described in the Document Description field.

1.2. "Original" means a document that is executed in ink or, where applicable, executed by an electronic signature method acceptable under Section 6 and retained as a master copy by a party or its authorized custodian.

2. DESCRIPTION OF DOCUMENTS

3. EXECUTION, DELIVERY AND EFFECTIVENESS

3.1. Execution and Delivery. Each party represents and warrants that each person executing a Document on its behalf has been duly authorized and that the execution and delivery of such Document will constitute the legal, valid and binding obligation of such party, enforceable in accordance with its terms.

3.2. Counterparts. Documents 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. Delivery of a counterpart of a Document by electronic transmission (including facsimile, e-mail of an attached electronic copy, or other electronic means) shall be effective as delivery of an original.

4. REPRESENTATIONS AND WARRANTIES

4.1. Each party represents and warrants as of the Effective Date that: (a) it is duly organized and in good standing under the laws of the jurisdiction of its organization; (b) it has full power and authority to enter into and perform this Agreement and the Documents to which it is a party; and (c) the execution and delivery of this Agreement and such Documents do not violate any material agreement, order or law to which it is subject.

5. ACKNOWLEDGMENT OF SIGNATURES AND ORIGINALS

5.1. Originals. Where an Original is executed, the executing party shall, upon reasonable request, deliver such Original to the requesting party or retain the Original in accordance with its customary record retention procedures, provided that the requesting party may rely on a true, correct and complete copy when retention or retrieval of the Original would materially delay performance.

5.2. Copies. A photocopy, electronic image or other reproduction of an Original, if certified as a true and correct copy by a party or its authorized representative, shall be admissible in evidence to the same extent as an Original, and such certification may be evidenced by a signature and statement by the certifying representative.

6. ELECTRONIC SIGNATURES

6.1. Acceptance. The parties agree that signatures delivered by electronic means (including electronic signature platforms, scanned signatures attached to electronic mail, and other electronic methods of signature authentication) shall have the same force and effect as handwritten signatures, provided such signatures comply with applicable law and the authentication procedures agreed between the parties.

6.2. Reliance. Each party may rely on electronic evidence of signature and shall accept electronic copies as authentic unless a party provides a reasonable and particularized challenge to authenticity, in which case the parties shall cooperate to resolve the issue, including producing Originals where available.

7. RETENTION AND CERTIFICATION

7.1. Retention. Each party shall retain, for a period required by applicable law and its document retention policies, Originals or reliable electronic copies of Documents sufficient to permit the party to demonstrate the authenticity and provenance of any signature.

7.2. Certification. Upon reasonable request, a party shall provide a written certification describing the custody, control and authenticity of an Original or copy, signed by an officer or authorized representative having knowledge of the facts stated.

8. INDEMNIFICATION

8.1. Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party (the Indemnified Party) from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of a representation, warranty or covenant contained in this Agreement or from a material inaccuracy in any certification made hereunder.

9. NOTICES

9.1. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and delivered to the respective addresses set forth above or to such other address as a party may designate by written notice delivered in accordance with this Section.

10. AMENDMENTS; WAIVER

10.1. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude other or further exercise of that right.

11. GOVERNING LAW

11.1. This Agreement shall be governed by and construed in accordance with the laws of the governing jurisdiction selected above, without regard to principles of conflicts of law. Each party irrevocably consents to the exclusive jurisdiction and venue of the courts located in such jurisdiction with respect to any dispute arising out of or relating to this Agreement.

12. ENTIRE AGREEMENT

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

13. SEVERABILITY

13.1. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties shall endeavor in good faith to replace the invalid, illegal or unenforceable provision with a valid, legal and enforceable provision that achieves, to the extent possible, the original economic intent of the parties.

14. MISCELLANEOUS

14.1. Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets to which this Agreement relates.

14.2. Injunctive Relief. Each party acknowledges that breach of certain obligations hereunder may cause irreparable harm for which monetary damages may be an inadequate remedy and agrees that the other party shall be entitled to injunctive relief to prevent breaches or threatened breaches of this Agreement, without prejudice to any other rights or remedies available at law or in equity.

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