Legal E-Sign Forms

LEGAL E-SIGN FORMS

This Electronic Signature Agreement (the Agreement) is entered into as of by and between Party A: , a/an Corporation LLC Individual, with principal place of business at ; and Party B: , with principal place of business at .

RECITALS

WHEREAS, the parties anticipate entering into one or more transactions and documents (collectively, the Transactions) for which electronic signatures, records and notices are desirable; and

WHEREAS, the parties wish to set forth their agreement concerning consent to the use of electronic records and signatures in connection with the Transactions described as: ; and

WHEREAS, each party is capable of receiving and consenting to electronic communications and desires to evidence its intent to be bound by electronic signatures consistent with applicable law.

NOW, THEREFORE

In consideration of the mutual covenants set forth herein and other good and valuable consideration, the sufficiency of which is 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 means. "Electronic Signature" means any symbol, process or sound in electronic form executed or adopted by a party with the intent to sign a record.

2. CONSENT TO ELECTRONIC RECORDS AND SIGNATURES

2.1 Each party hereby irrevocably consents to the use of Electronic Records and Electronic Signatures in connection with the Transactions and agrees that such Electronic Records and Electronic Signatures shall have the same legal effect as manual signatures and paper documents where permitted by law.

2.2 Each party acknowledges that it has the continuing right to withdraw consent as provided in Section 5, but agrees that withdrawal of consent will not affect the legal effect, validity or enforceability of Electronic Records or Electronic Signatures executed prior to withdrawal.

3. SCOPE OF AUTHORITY

3.1 Each party represents and warrants that the individual executing an Electronic Signature on behalf of a party is authorized to bind that party to the Transactions and that such authorization remains in full force and effect. Where a party is an entity, the party agrees to provide, upon reasonable request, evidence of authority to execute.

4. AUTHENTICATION; SECURITY; RECORD RETENTION

4.1 The parties shall use commercially reasonable security measures to authenticate Electronic Signatures and to protect the integrity and confidentiality of Electronic Records. Authentication methods may include multi-factor authentication, secure login credentials, cryptographic signatures or other reasonable means appropriate to the Transactions.

4.2 Each party is responsible for maintaining its own records of Electronic Signatures and Electronic Records. A digitally stored copy of an executed Electronic Record that accurately reproduces the content of the record shall be admissible in evidence to the same extent as the original paper record.

5. WITHDRAWAL OF CONSENT

5.1 A party may withdraw consent to receive Electronic Records or use Electronic Signatures by providing written notice to the other party in accordance with Section 10 (Notices). Withdrawal of consent shall be effective ten (10) business days after receipt of such notice, and shall not affect the enforceability of any Electronic Record or Electronic Signature executed prior to the effective date of withdrawal.

6. REPRESENTATIONS, WARRANTIES AND INDEMNITY

6.1 Each party represents and warrants that (a) it has full power and authority to enter into this Agreement, (b) execution and delivery of Electronic Records and execution by Electronic Signature will be legally binding and enforceable, and (c) it will comply with all applicable laws governing the use of electronic signatures.

6.2 Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities or costs (including reasonable attorneys' fees) arising out of a breach of its representations, warranties or obligations under this Agreement.

7. LIMITATION OF LIABILITY

7.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, when sent by nationally recognized overnight courier, or three (3) business days after deposit in the mail (first class, certified) addressed to the party at the address set forth below or at such other address as such party may designate by notice given in accordance with this Section.

9. AMENDMENTS; COUNTERPARTS; WAIVER

9.1 This Agreement may only be amended by a written instrument executed by both parties. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one instrument. The waiver by either party of any breach of this Agreement shall not operate as a waiver of any other or subsequent breach.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by the parties: , without regard to conflicts of laws principles.

10.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect.

10.3 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, relating to such subject matter.

ADDITIONAL TERMS

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