Legal E-Sign Consent Form

LEGAL E-SIGN CONSENT FORM

This Legal E-Sign Consent Form (the "Agreement") is made and entered into as of by and between Party A: , with a principal address at , and Party B: , with a principal address at .

Recitals

WHEREAS, the parties anticipate exchanging certain agreements, notices, disclosures and other records in connection with their business relationship and desire to consent in advance to the use of electronic signatures and electronic records for those transactions;

WHEREAS, the parties acknowledge that electronic signatures and electronic records retain the same legal effect, enforceability and admissibility as paper documents and handwritten signatures under applicable law, subject to the terms of this Agreement;

WHEREAS, the parties wish to define the scope of consent, the technical requirements, withdrawal procedures and the allocation of responsibilities with respect to electronic transactions between them.

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

1. Definitions

For purposes of this Agreement, the following terms have the meanings set forth below: "Electronic Record" means a record in digital or electronic form that is created, generated, sent, communicated, received or stored by electronic means. "Electronic Signature" means any electronic sound, symbol, or process attached to or logically associated with an Electronic Record and executed or adopted by a person with the intent to sign the Electronic Record.

2. Consent to Electronic Records and Signatures

Each party hereby expressly consents to the use of Electronic Records and Electronic Signatures in connection with any documents, notices, disclosures, contracts, amendments and communications that are part of or arise from the parties' business relationship (collectively, "Transactions"). This consent applies to both the formation and consummation of Transactions.

The parties acknowledge that Electronic Signatures executed in accordance with this Agreement shall be deemed valid, binding and enforceable and shall have the same legal effect as handwritten signatures on paper documents.

3. Scope of Consent

Unless otherwise specified in writing, the consent granted herein covers all present and future Transactions between the parties. The parties may opt out of electronic delivery for a specific document only by providing written notice in accordance with the Notices section below; such opt-out applies only to the specific document and does not terminate this Agreement.

4. Hardware, Software and Contact Information

Each party represents that it has or will obtain the necessary hardware and software to access, view and retain copies of Electronic Records, including a device capable of displaying documents and creating Electronic Signatures, and the ability to receive communications by electronic mail or other electronic means.

5. Electronic Signature Methods

Electronic Signatures may be effected by any reasonable method that demonstrates the signer's intent, including but not limited to: (a) typed name inserted in an electronic document; (b) execution through a secure signature platform; or (c) a digital signature using public key infrastructure. The parties agree that the method used to create a signature shall be admissible in evidence to the same extent as a handwritten signature.

6. Record Retention and Copies

Each party shall retain electronic copies of Electronic Records in a manner that reasonably ensures their integrity, authenticity and accessibility for the period required by applicable law. Upon request, a party will provide a true and correct copy of an Electronic Record in a format agreed to by the parties.

7. Withdrawal of Consent

A party may withdraw its consent to receive Electronic Records by providing written notice to the other party. Withdrawal shall be effective only after receipt of such notice and a reasonable opportunity for the other party to act. Withdrawal of consent will not affect the legal effect, validity or enforceability of Electronic Records executed prior to withdrawal.

8. Representations and Warranties

Each party represents and warrants that: (a) it has the authority to enter into this Agreement; (b) the person executing this Agreement on behalf of a party is duly authorized; and (c) the execution, delivery and performance of this Agreement will not violate any applicable law, agreement or obligation.

9. Notices

All notices required or permitted under this Agreement shall be made in writing and delivered electronically to the contact addresses provided above or to such other address as a party designates by written notice. Notices shall be effective upon receipt.

10. Amendments; Waiver; Counterparts

This Agreement may be amended only by a writing signed by both parties. No failure or delay by a party in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument.

11. Governing Law; Severability; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings and agreements.

12. Miscellaneous

The parties agree to take all reasonable steps necessary to implement and facilitate the use of Electronic Records and Electronic Signatures contemplated by this Agreement. Except as otherwise provided herein, the obligations and rights under this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

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