Legal DocuSign Request

LEGAL DOCUSIGN REQUEST

This Legal DocuSign Request (the "Request") is entered into by Client Name: and Service Provider Name: effective as of .

RECITALS

WHEREAS, Client requires certain document(s) to be executed electronically and desires Service Provider to transmit such document(s) for electronic signature using an electronic signature platform and associated services; and

WHEREAS, Service Provider maintains the capability to prepare, transmit, authenticate and manage execution envelopes and related audit evidence and is willing to perform those services on the terms set forth in this Request; and

WHEREAS, the parties intend that executed copies and audit trails generated in connection with the electronic execution have the same legal effect as contemporaneous physical signatures to the extent permitted by applicable law.

NOW THEREFORE, in consideration of the mutual covenants and agreements below, the parties agree as follows:

1. DEFINITIONS

For purposes of this Request: "Authorized Sender" means the individual or entity designated by Client to initiate envelopes on Client's behalf; "Envelope" means the electronic packet containing documents, recipient routing, and execution workflow; "Signatory" means any individual required to execute a Document; and "Audit Trail" means the detailed electronic record of delivery, access, and execution events generated in connection with an Envelope.

2. AUTHORIZATION TO SEND

Client hereby authorizes Service Provider to transmit the following document(s) for electronic signature and to execute actions reasonably necessary to complete execution and delivery:

3. SIGNING ORDER AND AUTHENTICATION

The parties specify the following routing and authentication preferences. Service Provider shall comply with the preferences to the extent reasonably practicable and consistent with applicable law.

Signing order: Sequential (in the order listed in Signatory Details)
Signing order: Simultaneous

Authentication method (select applicable method(s)):
Email verification
Access code Access Code:
ID verification (where available)
Additional authentication instructions:

4. DELIVERY, REMINDERS AND EXPIRATION

Service Provider will send executed copies and the Audit Trail to the designated recipients following final signature. Client may request automatic reminders and an envelope expiration. Specify below:

5. RECORD RETENTION AND AUDIT TRAIL

Service Provider shall retain the Envelope and Audit Trail in its ordinary course of business for a period consistent with industry practice and applicable law. The Audit Trail, which documents delivery, access, authentication and signature events, shall be provided to Client upon request and shall constitute prima facie evidence of the facts contained therein.

6. FEES

Unless otherwise agreed in writing, Client shall be responsible for reasonable fees and charges associated with the transmission and execution of Envelopes. Select billing option and specify amount if applicable.

Client responsible for fees    Amount:

7. CONFIDENTIALITY AND DATA PROTECTION

Each party shall treat documents transmitted under this Request as confidential and shall implement reasonable administrative, technical and physical safeguards to protect personal data and confidential information contained in such documents. Service Provider shall not disclose Client documents except as required to perform the services or as required by law.

8. INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party from and against any claims, losses, liabilities and expenses (including reasonable attorneys' fees) arising from its breach of this Request, willful misconduct, gross negligence, or unauthorized use of the electronic signature process. Indemnification obligations shall survive termination of this Request.

9. WARRANTIES AND AUTHORITY

Each party represents and warrants that it has full power and authority to enter into and perform this Request, that all Signatories have the requisite authority to execute the specified documents, and that execution via electronic signature will be binding and enforceable against the executing Signatories to the extent permitted by law.

10. NOTICES

All notices required or permitted under this Request shall be in writing and delivered as set forth below. Notice is effective upon receipt.

11. AMENDMENT, WAIVER, COUNTERPARTS

This Request may only be amended by a written instrument executed by both parties. No failure or delay in exercising any right is a waiver. This Request may be executed in counterparts, each of which shall be deemed an original but all of which together constitute one and the same instrument.

12. GOVERNING LAW, ENTIRE AGREEMENT, SEVERABILITY

Governing Law: This Request shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to conflict of laws principles.

Entire Agreement: This Request constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior agreements and understandings relating thereto.

Severability: If any provision of this Request is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. AUTHORIZATION AND CERTIFICATION

Client certifies that the persons identified as Authorized Senders and Signatories have the authority to act on behalf of Client. Service Provider certifies that it will follow the instructions provided herein and shall maintain commercially reasonable procedures to protect the integrity of executed documents and related audit materials.

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