Legal E-File Declaration

Legal E-File Declaration

This Legal E-File Declaration ("Declaration") is executed as of Effective Date: by and between Declarant Name: , Declarant Address: , and Recipient Name: , Recipient Address: .

Recitals

WHEREAS, Declarant intends to electronically file, serve, transmit or otherwise submit documents, filings, pleadings and related materials in connection with matters identified by Case or Matter Number: (collectively, the "Documents"); and

WHEREAS, Recipient maintains or operates an electronic filing or submission system and is capable of receiving, processing and storing the Documents in electronic form; and

WHEREAS, the parties desire to set forth the terms and conditions under which Declarant authorizes Recipient to file and effectuate electronic service and to record electronic signatures on the Documents.

NOW, THEREFORE

In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Definitions

1.1 "E-File" or "Electronic Filing" means the submission, transmission or filing of Documents by electronic means through a Recipient-managed or approved electronic filing system, portal, or service.

1.2 "Electronic Service" means the delivery of Documents or notices by electronic transmission, including secure file transfer, certified electronic delivery, or other mutually agreed electronic method that provides reliable proof of delivery.

2. Authorization to E-File

2.1 Declarant hereby authorizes Recipient to submit, file and otherwise transmit the Documents via electronic filing systems on behalf of Declarant in connection with the matters identified herein. Recipient's authority to submit Documents on behalf of Declarant shall be limited to those Documents specifically identified in Section 4 and any subsequent Documents specifically authorized in writing by Declarant.

2.2 Receipt by Recipient of a properly formatted electronic transmission under this Declaration shall constitute receipt for purposes of any applicable filing deadlines, provided that such transmission complies with system rules and any applicable court, agency, or recipient requirements.

3. Consent to Electronic Service and Electronic Signatures

3.1 Declarant expressly consents to receiving Electronic Service of notices, filings and other communications related to the Documents at the electronic contact information provided in Section 7. Declarant acknowledges that Electronic Service is intended to have the same force and effect as service by traditional mail or hand delivery for all purposes permitted by applicable law.

3.2 Declarant authorizes Recipient to apply, affix, or otherwise associate electronic signatures, initials, or other electronic indicia of Declarant on the Documents where required or appropriate, provided that such electronic signatures are made in accordance with accepted authentication and consent procedures described in Section 5.

4. Documents Covered; Scope

4.1 The Documents to be subject to this Declaration include (but are not limited to) the following categories and specific items:

4.2 Recipient shall not alter the substantive content of Documents without prior written authorization from Declarant. Technical formatting changes necessary for electronic submission are permitted so long as the substantive text remains intact.

5. Authentication, Security and Access

5.1 Declarant represents that all persons who are authorized to direct Recipient to E-File Documents on Declarant's behalf are identified in writing to Recipient and that Recipient's records of authorized users shall govern acceptance of E-Filing instructions.

5.2 Recipient shall maintain and employ commercially reasonable technical and organizational safeguards to protect the confidentiality, integrity and availability of the Documents during transmission and storage. Recipient's obligations under this Section do not apply to unauthorized acts by third parties where such acts result from Declarant's failure to secure account credentials.

6. Retention and Originals

6.1 Declarant shall retain, and make available upon reasonable request, all original paper or wet-signature documents that correspond to electronically filed Documents for a period of not less than or as otherwise required by law.

6.2 In the event of any dispute concerning the authenticity or integrity of Documents, the party asserting the existence of an original shall bear the burden of producing such original.

7. Notices

8. Representations and Warranties

Each party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Declaration; (b) the execution and delivery hereof has been duly authorized by all necessary action; and (c) this Declaration constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

9. Indemnification and Limitation of Liability

9.1 Declarant shall indemnify, defend and hold harmless Recipient from and against any loss, liability, claim, damage or expense (including reasonable attorneys' fees) arising out of Declarant's breach of this Declaration, including unauthorized instructions or fraudulent use of Declarant's credentials.

9.2 Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special or punitive damages arising out of or related to the performance of this Declaration.

10. Amendments; Waiver

This Declaration may be amended or modified only by a written instrument executed by both parties. No failure or delay by either party in exercising any right under this Declaration shall operate as a waiver of such right unless in writing and signed by the party granting the waiver.

11. Governing Law; Venue

This Declaration shall be governed by and construed in accordance with the laws of the jurisdiction specified below. The parties submit to the exclusive jurisdiction of the courts located in the specified jurisdiction for any disputes arising under or in connection with this Declaration.

12. Entire Agreement; Severability

This Declaration constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements. If any provision of this Declaration is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. Counterparts; Electronic Execution

This Declaration 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. Execution and delivery by electronic means, including by scanned image or electronic signature, shall have the same effect as original signatures.

14. Additional Acknowledgments

Declarant acknowledges that it has read this Declaration, understands its terms, and has the requisite authority to bind the party on whose behalf Declarant is signing.

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