Legal E-Signature Acknowledgement

LEGAL E-SIGNATURE ACKNOWLEDGEMENT

This Electronic Signature Acknowledgement (the "Agreement") is made effective as of by and between Party A Name: , entity type Individual Corporation Other , with principal address ; and Party B Name: , entity type Individual Corporation Other , with principal address .

RECITALS

WHEREAS, the parties anticipate entering into one or more agreements, documents and instruments (collectively, "Transactional Documents") that may require signatures or approvals; and

WHEREAS, the parties desire to permit and accept electronic signatures, electronic delivery and electronic records in lieu of manual signatures and paper delivery for such Transactional Documents, and to establish the terms and conditions under which such electronic signatures and records will be effective; and

WHEREAS, each party has the legal authority to provide consent to transact by electronic means and to bind the respective party as provided in this Agreement.

NOW, THEREFORE

In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Electronic Signature" means an electronic sound, symbol or process attached to or logically associated with a record and executed or adopted by a party with the intent to sign such record, including but not limited to a typed name, scanned image of a handwritten signature, click-to-sign, or cryptographic signature.

1.2 "Electronic Record" means a record created, generated, sent, communicated, received or stored by electronic means.

2. CONSENT TO ELECTRONIC SIGNATURES; INTENT TO BE BOUND

2.1 Each party hereby expressly consents to the use of Electronic Signatures in connection with Transactional Documents and acknowledges that such Electronic Signatures shall have the same force and effect as wet-ink signatures for all purposes and shall be legally binding and admissible in any proceeding to the same extent as a manually executed signature.

2.2 Each party represents and warrants that the individual executing an Electronic Signature on behalf of such party is duly authorized to bind that party to the Transactional Document and that such execution constitutes the lawful act of such party.

3. SCOPE OF AUTHORIZED ELECTRONIC METHODS

3.1 The parties agree that the following forms of Electronic Signature are acceptable for Transactional Documents unless otherwise expressly prohibited by a party in writing: typed name, scanned image of handwritten signature, click-to-sign or similar acknowledgment, and third-party electronic signature platforms employing authentication and audit trails.

3.2 The parties may specify the required authentication method for a particular Transactional Document by written notice in accordance with Section 13 (Notices).

4. AUTHENTICATION; AUDIT TRAIL

4.1 Each party agrees that authentication measures selected by a signing party or any third-party signature provider, including multi-factor authentication, access controls, unique logins, or account credentials, are acceptable methods of verifying the identity and intent of a signatory so long as such measures provide a reliable indication that the person identified is the one signing.

4.2 The parties agree that an audit trail, electronic certificate, or other record produced in connection with the Electronic Signature that identifies the signer, the time of signing, the method of signing and the parties receiving or having access to the signed record shall be admissible as evidence of the transaction and authenticity of the Electronic Signature.

5. ELECTRONIC DELIVERY OF RECORDS

5.1 Each party consents to receiving Transactional Documents and related notices electronically. Electronic delivery may include delivery by email to a designated address or by making a document available via an electronic repository to which the receiving party has access.

6. WITHDRAWAL OF CONSENT

6.1 A party may withdraw its consent to accept Electronic Signatures by providing written notice to the other party in accordance with Section 13 (Notices). Withdrawal of consent will not affect the validity or enforceability of any Electronic Signature provided prior to receipt of the withdrawal notice.

7. RECORD RETENTION

7.1 Each party will retain copies of Electronic Records and supporting audit trails for a period of months following the date of execution unless a longer retention period is required by applicable law. The custodian of records for each party shall be responsible for producing admissible copies of Electronic Records upon lawful request.

8. SECURITY AND TECHNICAL REQUIREMENTS

8.1 Each party represents that it has, or will obtain at its expense, the necessary hardware, software, and access rights to receive, review and retain Electronic Records in the format provided. Neither party shall have a claim against the other for inability to sign electronically if such inability results from the party's failure to obtain or use required technology.

9. REPRESENTATIONS, WARRANTIES AND COVENANTS

9.1 Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the individual executing or authorizing Electronic Signatures has the authority to bind the party; and (c) any Electronic Signature executed by or on behalf of such party will be attributable to that party.

10. INDEMNIFICATION AND LIMITATION OF LIABILITY

10.1 Each party shall indemnify and hold harmless the other party from and against any losses, liabilities or claims arising out of a breach of the representations, warranties or covenants contained in this Agreement, including claims arising from unauthorized use of Electronic Signatures due to that party's gross negligence or willful misconduct.

10.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF ELECTRONIC SIGNATURES, EXCEPT TO THE EXTENT SUCH DAMAGES ARISE FROM WILLFUL MISCONDUCT OR FRAUD.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings concerning the use of Electronic Signatures between the parties.

12.2 If any provision of this Agreement is held invalid or unenforceable, that provision shall be enforced to the maximum extent permitted and the remainder of this Agreement shall remain in full force and effect.

13. NOTICES

13.1 All notices and communications required or permitted under this Agreement shall be in writing and shall be delivered electronically to the designated email addresses set forth above or to such other address as either party may specify in writing. Notice shall be effective upon transmission if sent during normal business hours, or on the next business day if sent after normal business hours.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 No amendment or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. A waiver of any breach shall not constitute a waiver of any subsequent breach.

14.2 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 originals for all purposes.

15. ACKNOWLEDGEMENT

Each party acknowledges that it has read this Agreement, understands its terms, and agrees that electronic signatures, whether digital or otherwise, shall be valid and legally binding and shall constitute enforceable agreements between the parties.

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