Legal E-signature Document

Legal E-signature Document

This Electronic Signature Agreement (the "Agreement") is made and entered into as of by and between Client Name: (hereinafter "Client") and Provider Name: (hereinafter "Provider"). Client and Provider are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties anticipate executing agreements, consents, notices, disclosures, invoices, statements, and other documents related to their business relationship (collectively, the "Electronic Documents"); and

WHEREAS, the Parties desire to permit the use of electronic signatures and electronic records with respect to the execution, delivery and retention of such Electronic Documents and to set forth the terms and conditions governing their use;

WHEREAS, each Party acknowledges that it has the authority to enter into this Agreement and to provide consent to use electronic signatures and electronic records in accordance with applicable law.

NOW, THEREFORE, in consideration of the mutual covenants 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 associated with, an Electronic Document and executed or adopted by a Party with the intent to sign the Electronic Document. Electronic Signature includes, without limitation, typed names, scanned handwritten signatures, cryptographic signatures, and third-party signature tokens when used consistent with the authentication procedures described herein.

1.2 "Electronic Record" means an Electronic Document in electronic form that is created, generated, sent, communicated, received, or stored by electronic means.

2. CONSENT TO TRANSACTIONS BY ELECTRONIC MEANS

2.1 Each Party hereby expressly consents to the use of Electronic Signatures and Electronic Records in lieu of handwritten signatures and paper documents, and agrees that Electronic Signatures and Electronic Records shall have the same force and effect as handwritten signatures and paper documents for all purposes, including admissibility in legal proceedings.

2.2 The Parties agree that an Electronic Document executed by Electronic Signature shall constitute a "writing" and shall be enforceable to the same extent as a signed paper document under applicable law.

3. ELECTRONIC SIGNATURE PROCESS; AUTHENTICATION

3.1 The Parties agree that Electronic Signatures may be applied through any commercially reasonable method agreed by the Parties. Each Party agrees to use identification and authentication methods that are commercially reasonable for the transaction, which may include knowledge-based authentication, passwords, multi-factor authentication, cryptographic keys, or third-party signature services.

3.2 Each Party represents and warrants that it will maintain the confidentiality of any authentication credentials it uses, will promptly notify the other Party upon learning of any compromise or unauthorized use of such credentials, and will take reasonable steps to prevent unauthorized access to Electronic Documents.

4. RECORDS, RETENTION AND DELIVERY

4.1 The Parties agree that the Provider may store Electronic Records and that such storage shall constitute a record-keeping system for the purposes of retention and retrieval. Provider shall maintain a copy of each Electronic Document in a manner that accurately reflects the information in the signed document and is accessible for viewing, printing, and reproduction.

5. HARDWARE AND SOFTWARE REQUIREMENTS

5.1 Each Party affirms that it possesses the necessary hardware, software and internet access to receive, review, print, and retain Electronic Documents, and that it understands that changes to hardware, software or available services may impact its ability to receive or retain Electronic Documents.

6. WITHDRAWAL OF CONSENT

6.1 A Party may withdraw its consent to receive Electronic Documents by providing written notice to the other Party in accordance with the Notices section below. Withdrawal of consent will not affect the validity or enforceability of Electronic Documents executed prior to receipt of the withdrawal, but may affect the Parties' ability to transact electronically thereafter.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each Party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) the person executing Electronic Documents on behalf of such Party is duly authorized; and (c) the Electronic Signatures applied in accordance with this Agreement are valid and legally binding.

8. NOTICES

8.1 All notices under this Agreement shall be in writing and delivered by email to the contact email provided by each Party or by certified mail to the address provided below. Notice is effective upon receipt for electronic delivery and three (3) business days after mailing for postal delivery.

9. AMENDMENT; WAIVER

9.1 This Agreement may be amended, modified or supplemented only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party against whom enforcement is sought.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties in any underlying transaction. In the absence of an express selection, the laws of the state of the Provider's principal place of business shall govern.

10.2 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 written or oral, relating to the subject matter.

10.3 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and such invalid, illegal or unenforceable provision shall be reformed only to the extent necessary to make it valid, legal and enforceable while preserving its original intent.

11. COUNTERPARTS

11.1 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 signatures shall be deemed original signatures for all purposes.

12. MISCELLANEOUS

12.1 No assignment of this Agreement is permitted without the prior written consent of the other Party, except that a Party may assign this Agreement in connection with a merger, sale of substantially all assets or other corporate reorganization.

IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the effective date first written above.

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