Legal E-sign Form

Legal E-sign Form

This Legal E-sign Form (the Agreement) is made and entered into as of Effective Date: by and between Client Name: , a/an Corporation LLC Individual, with principal address: (Client), and Company Name: , a/an Corporation LLC Individual, with principal address: (Company). Client and Company are each a Party and collectively the Parties.

RECITALS

WHEREAS, the Parties anticipate executing one or more documents, instruments or agreements in connection with the transaction described as: (the Transaction); and

WHEREAS, the Parties desire to permit the execution, delivery and exchange of documents and notices in electronic form and to establish agreed procedures for the use and acceptance of electronic signatures, electronic records and related authentication methods; and

WHEREAS, the Parties intend that electronic signatures and electronic records shall have the same legal force and effect as handwritten signatures and original paper records to the fullest extent permitted by applicable law.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

1.1 "Electronic Record" means a record created, generated, sent, communicated, received or stored by electronic, digital or similar means, including PDF, email, online portal records and electronic document platforms.

1.2 "Electronic Signature" means any sound, symbol, process or other electronic method that evidences the intent to sign or approve an Electronic Record, including but not limited to typed names, scanned signature images, click-to-sign, digital certificates and cryptographic signatures.

2. Consent to Electronic Signatures and Records

2.1 Each Party hereby expressly consents to the use of Electronic Signatures and Electronic Records to execute, deliver, amend, supplement and store any Transaction documents and related notices. The Parties agree that any Electronic Signature affixed by or on behalf of a Party shall be binding and admissible as evidence of execution.

2.2 The Parties agree that an electronic copy or reproduction of a signed paper document or an Electronic Record that includes an Electronic Signature will be deemed an original for all purposes, and that the Parties may rely on such copy in lieu of the original.

3. Authentication and Security

3.1 The Parties agree to use reasonable authentication measures to confirm identity, including multi-factor authentication, unique credentials, secure links, email confirmation or other commercially reasonable methods. The Parties acknowledge that the authentication method shall be evidenced in the audit trail or metadata associated with each Electronic Record.

4. Delivery, Retention and Access

4.1 Delivery of Electronic Records shall be effective upon transmission to the receiving Party's designated electronic address or platform when the transmitting system receives confirmation of delivery, or when the Electronic Record is accessible by the receiving Party in accordance with an agreed procedure.

4.2 Each Party shall be responsible for maintaining or making available complete and accurate copies of Electronic Records in a form that is capable of retention, reproduction and reference for the period required by applicable law and by any internal policy.

5. Notices

5.1 All notices required or permitted under this Agreement may be given electronically to the address or system specified by a Party for receipt of Electronic Records. Each Party shall keep its designated notice information current.

6. Representations, Warranties and Covenants

6.1 Each Party represents and warrants that it has the full power and authority to enter into this Agreement, to accept Electronic Records and to authorize Electronic Signatures on its behalf. Each Party further represents that any person executing an Electronic Record on its behalf is authorized to do so.

6.2 Each Party covenants to maintain reasonable security measures designed to protect the integrity and confidentiality of the Electronic Records and the credentials used to authenticate Electronic Signatures.

7. Revocation; Effect of Suspension

7.1 A Party may withdraw or modify its consent to conduct transactions electronically by providing written notice to the other Party in accordance with Section 5. Such withdrawal shall not invalidate any Electronic Record or Electronic Signature executed prior to the effective date of the withdrawal.

8. Remedies; Indemnity

8.1 Each Party shall indemnify, defend and hold harmless the other Party from and against any losses, liabilities, damages or expenses arising from that Party's breach of representations, warranties, covenants or failures in security, except to the extent caused by the other Party's gross negligence or willful misconduct.

9. Governing Law; Venue

9.1 This Agreement shall be governed by and construed in accordance with the laws of the state specified here: without regard to principles of conflicts of law. The Parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising under this Agreement.

10. Entire Agreement; Amendments; Severability; Waiver; Counterparts

10.1 This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior understandings, agreements and communications regarding the use of Electronic Records and Electronic Signatures in connection with the Transaction.

10.2 This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. A waiver of any provision or breach hereof must be in writing and signed by the Party granting the waiver.

10.3 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties shall negotiate in good faith to replace any invalid provision with a valid provision that achieves the original intent.

10.4 This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original but all of which together constitute one and the same instrument.

11. Miscellaneous

11.1 Headings used in this Agreement are for convenience only and shall not affect interpretation. The Parties acknowledge that this Agreement was negotiated at arm's length.

Acknowledgment and Consent

By signing below, each Party acknowledges that it has read and understands this Agreement, agrees to the use of Electronic Signatures and Electronic Records for the Transaction, and confirms that its authorized signatory has the requisite authority to bind the Party.

I consent to the use of electronic records and electronic signatures for all documents related to the Transaction: Yes

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