Legal E-Sign Document

LEGAL E-SIGN DOCUMENT

This Legal E-Sign Document (the "Agreement") is made and entered into as of Effective Date: by and between Party A Name: , an entity of type: Individual Corporation LLC Other , and Party B Name: , an entity of type: Individual Corporation LLC Other .

RECITALS

WHEREAS, the parties desire to establish the terms under which electronic signatures and electronic records shall be used to form and evidence agreements, acknowledgments, notices and other documents between the parties; and

WHEREAS, each party has the legal right and authority to enter into this Agreement and to give the consents and authorizations set forth below; and

WHEREAS, the parties intend that electronic signatures, records and related authentication methods shall have the same legal force and effect as wet-ink signatures and paper records to the fullest extent permitted by applicable law.

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

1. DEFINITIONS

1.1 "Electronic Signature" means any electronic sound, symbol or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record. "Electronic Record" means a record created, generated, sent, communicated, received or stored by electronic means.

2. CONSENT TO ELECTRONIC TRANSACTIONS

2.1 Each party hereby irrevocably agrees that the electronic signature of a party is legally binding and shall have the same force and effect as a manual signature. Each party consents to the use of electronic records for all purposes in connection with this Agreement, including but not limited to negotiation, execution, delivery and retention.

2.2 A record or signature shall not be denied legal effect, validity or enforceability solely because it is in electronic form, and a contract, signature or other record relating to this Agreement may not be denied legal effect solely because an electronic signature was used.

3. EXECUTION AND DELIVERY

3.1 The parties agree that this Agreement 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 an executed counterpart by electronic transmission, including by attachment to an electronic mail message in PDF or other reproducible format, shall be effective as delivery of a manually executed counterpart.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each party represents and warrants that: (a) it has full legal capacity and authority to enter into and perform its obligations under this Agreement; (b) the individual executing an Electronic Signature on behalf of a party is authorized to bind that party; and (c) the consent to use electronic signatures and records is the informed, voluntary act of such party.

5. AUTHENTICATION AND SECURITY

5.1 The parties agree that any reasonable method of identity verification and authentication may be used to confirm the validity of an Electronic Signature, including multi-factor authentication, unique user credentials, audit logs, time stamps, and certificate-based signatures. The method used to authenticate a signature shall be recorded and retained with the electronic record.

5.2 Each party shall implement commercially reasonable administrative, technical and physical safeguards to protect the integrity of electronic records and prevent unauthorized access, alteration or disclosure.

6. RETENTION OF RECORDS

6.1 Electronic Records shall be maintained in a manner that permits accurate retrieval, reproduction and inspection for the period required by applicable law or, if no period is specified, for a commercially reasonable period. Each party agrees that an electronic copy of a record that accurately reproduces the record shall be admissible in any proceeding to the same extent as an original paper record.

7. NOTICES

7.1 All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") must be in writing and shall be delivered to the parties at the addresses set forth below (or to such other address as such party may specify by Notice in accordance with this Section).

8. AMENDMENT; WAIVER

8.1 No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any provision of this Agreement shall be effective unless in writing signed by the party against whom the waiver is asserted. A failure or delay by either party to exercise any right shall not operate as a waiver of that right.

9. GOVERNING LAW

9.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to choice-of-law principles that would require the application of the laws of another jurisdiction. Governing Jurisdiction:

10. MISCELLANEOUS

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

10.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

10.3 Counterparts. This Agreement 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. Electronic or facsimile copies of signatures shall be deemed original signatures for all purposes.

SIGNATURES

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