Legal DocuSign Duplicate Document

LEGAL DOCUSIGN DUPLICATE DOCUMENT

This Legal DocuSign Duplicate Document is entered into as of by and between Client Name: with principal address: and Counterparty Name: with principal address: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Parties previously executed an original electronic document entitled (the "Original Document") by electronic signature through an electronic signing system on or about under envelope or transaction identifier: .

WHEREAS, a paper or printable duplicate of the Original Document may be required by one or more Parties, third parties, or recordkeepers for administrative, archival or evidentiary purposes; and

WHEREAS, the Parties desire to establish the evidentiary equivalence and validity of a printed or otherwise reproduced copy of the Original Document, and to set forth the Parties' mutual acknowledgements and certifications with respect thereto.

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

1. DEFINITIONS

1.1 "Duplicate Copy" means a paper, PDF, printout, or other tangible reproduction of the Original Document that is a true and accurate reproduction of the electronically signed Original Document, including all pages, signatures, and attachments.

1.2 "Electronic Signing System" means the electronic system used to execute the Original Document by electronic signature, as identified by the Parties in the Recitals.

2. CERTIFICATION OF DUPLICATE

2.1 Each Party hereby certifies and acknowledges that any Duplicate Copy produced from the records of the Electronic Signing System bearing the envelope or transaction identifier referenced above is a true, complete, and accurate reproduction of the Original Document and that the reproduced signatures appearing on such Duplicate Copy are authentic reproductions of the signatures applied through the Electronic Signing System.

2.2 The Parties agree that a Duplicate Copy shall be admissible in any judicial, regulatory, or administrative proceeding to the same extent as the Original Document and that no additional notarization, witnessing, or re-execution of the Duplicate Copy shall be required for its admissibility, except as expressly required by applicable law.

3. EFFECT OF DUPLICATE; RETENTION

3.1 The Parties intend that any Duplicate Copy shall be treated as an official record of the Original Document. Retention of a Duplicate Copy by a Party in its ordinary course of business shall satisfy any requirement to retain the Original Document.

3.2 If any discrepancy arises between a Duplicate Copy and the records maintained in the Electronic Signing System, the Party relying upon the Duplicate Copy shall promptly notify the other Party and provide reasonably requested information to reconcile the discrepancy.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each Party represents and warrants that it is duly authorized to execute and deliver this Duplicate Document, that the person executing this Duplicate Document on its behalf has full authority to bind such Party, and that the execution of this Duplicate Document does not violate any agreement or law applicable to such Party.

4.2 Each Party further represents and warrants that the Original Document was validly executed in the Electronic Signing System, and that the reproduced signatures on the Duplicate Copy reflect the actions of the signatories recorded in the Electronic Signing System.

5. ELECTRONIC SIGNATURES

5.1 The Parties acknowledge that electronic signatures applied through the Electronic Signing System satisfy any statutory or common law requirements for signatures, and that the reproduction of those signatures on a Duplicate Copy is intended to carry the same legal effect as the original electronically affixed signature.

6. NOTICES

Notices to Client:

Notices to Counterparty:

Notices shall be sent to the addresses provided above or to such other address as a Party may designate by notice in accordance with this Section. Notices shall be effective upon receipt.

7. AMENDMENT; WAIVER

This Duplicate Document may be amended or modified only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party granting the waiver.

8. GOVERNING LAW

This Duplicate Document shall be governed by and construed in accordance with the laws selected by the Parties. Governing jurisdiction: . The Parties submit to the exclusive jurisdiction of such courts for disputes arising hereunder.

9. ENTIRE AGREEMENT

This Duplicate Document constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

10. SEVERABILITY

If any provision of this Duplicate Document is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

11. COUNTERPARTS

This Duplicate Document 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. Signatures transmitted by electronic means shall be deemed to be original signatures.

CERTIFICATION

Each Party certifies under penalty of perjury that the information provided in this Duplicate Document is true and correct, that it has the authority to make the certifications contained herein, and that it will maintain accurate records of the Original Document and any Duplicate Copies created from the Electronic Signing System.

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