Legal E-Sign Documents

ELECTRONIC SIGNATURE AGREEMENT

This Electronic Signature Agreement (the Agreement) is entered into as of Effective Date: by and between Company Name: , a organized under the laws of (hereinafter "Provider"), and Recipient Name: , with principal address (hereinafter "Recipient").

RECITALS

WHEREAS, Provider offers documents, agreements and records to Recipient that may require signatures, acknowledgements or other affirmative acts; and

WHEREAS, Recipient desires to receive documents and provide signatures and consents electronically and to establish procedures for authentication and record retention for such electronic transactions; and

WHEREAS, the parties intend by this Agreement to establish their mutual rights and obligations with respect to the use of electronic records and electronic signatures.

NOW, THEREFORE, in consideration of the mutual promises set forth below, the parties agree as follows:

1. DEFINITIONS

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

2. CONSENT TO ELECTRONIC TRANSACTIONS

Recipient hereby expressly consents to the use of Electronic Records and Electronic Signatures in connection with all documents, disclosures and communications relating to the transactions between Provider and Recipient. Recipient's consent applies to all current and future dealings between the parties unless and until revoked in writing pursuant to Section 6.

3. AUTHORIZATION AND EFFECT

Electronic Signatures executed or adopted by either party in connection with this Agreement or other transactions shall have the same legal force and effect as an original handwritten signature and shall be admissible as evidence to the same extent and subject to the same conditions as a wet ink signature.

4. METHODS OF ELECTRONIC SIGNATURE

Provider may accept and rely upon Electronic Signatures in any of the following forms: (a) a typed name entered into an electronic document; (b) an image of a handwritten signature placed in an electronic document; (c) a signature applied through a designated electronic signature platform; or (d) any other process agreed in writing by the parties. The parties agree that authentication, audit logs, or other metadata associated with the electronic signing process shall constitute sufficient evidence of execution and intent to sign.

5. RECORD RETENTION AND ACCESS

Provider shall maintain or make available copies of Electronic Records in a format that is retrievable and reproducible for later reference. Upon reasonable request and subject to any applicable fees, Provider shall provide Recipient with a paper copy or an electronic copy in a commonly used format of any Electronic Record evidencing a transaction under this Agreement. Recipient's request for paper copies shall identify the specific document(s) sought:

6. WITHDRAWAL OF CONSENT

Recipient may withdraw consent to receive Electronic Records by providing written notice as provided in Section 8. Withdrawal of consent will be effective only after Provider has a reasonable opportunity to act upon the withdrawal. Withdrawal of consent will not affect the legal validity or enforceability of any Electronic Record executed prior to Provider's receipt of the withdrawal.

7. HARDWARE AND SOFTWARE REQUIREMENTS

Recipient represents that Recipient has the necessary hardware, software and internet access to receive, view, and retain Electronic Records. Recipient acknowledges that certain Electronic Records may be provided in PDF or other formats that may require specific software to access and agrees that Provider is not responsible for providing software or hardware to Recipient.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below. Notices sent by electronic mail shall be effective upon Provider's receipt; notices by postal service shall be effective three (3) business days after deposit with a nationally recognized carrier.

9. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full authority to enter into this Agreement, that the person signing on its behalf is duly authorized, and that this Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms.

10. LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, neither party shall be liable for consequential, incidental, special or punitive damages arising out of or related to the use of Electronic Records or Electronic Signatures under this Agreement.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

12. 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, understandings and communications, whether oral or written, relating to electronic records and electronic signatures.

13. SEVERABILITY

If any provision of this Agreement is held to be 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.

14. AMENDMENTS; WAIVER

No amendment to this Agreement shall be effective unless in writing and signed by both parties. No waiver by either party of any breach shall be deemed a waiver of any other or subsequent breach.

15. COUNTERPARTS; ELECTRONIC EXECUTION

This Agreement may be executed in counterparts, each of which will be deemed an original but all of which together shall constitute one and the same instrument. Execution of this Agreement by electronic means (including by scanning and transmitting a signed counterpart or by use of an electronic signature process) shall be binding upon the signing party.

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