Legal Electronic Signature Agreement

LEGAL ELECTRONIC SIGNATURE AGREEMENT

This Legal Electronic Signature Agreement (the "Agreement") is made effective as of by and between First Party Name: , an entity of type Company Individual, with principal place of business at (First Party), and Second Party Name: , an entity of type Company Individual, with principal place of business at (Second Party). Each of First Party and Second Party is a Party and collectively the Parties.

RECITALS

WHEREAS, the Parties desire to permit the use of electronic signatures and electronic records in connection with documents, instruments and agreements between them; and

WHEREAS, each Party seeks to establish mutual intent to be bound by electronic signatures that satisfy applicable law and to set forth procedures and acknowledgments governing electronic transactions between the Parties; and

WHEREAS, the Parties agree to the terms set forth herein to provide clarity on consent, authentication, record retention, and admissibility of electronically signed records.

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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 an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record, including but not limited to click-to-sign, typed name, cryptographic signature, or a third-party signing platform.

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

2. CONSENT TO ELECTRONIC TRANSACTIONS

2.1 Each Party expressly consents to the use of Electronic Signatures and Electronic Records to execute, deliver, and effectuate any agreement, instrument, notice or other document the Party is authorized to sign under this Agreement. This consent applies to all transactions between the Parties whether now existing or hereafter arising.

2.2 The Parties agree that an Electronic Signature or Electronic Record satisfying the requirements of this Agreement shall be deemed to have the same force and effect as a manually executed signature or paper record for all purposes under applicable law.

3. SCOPE OF AUTHORIZED ELECTRONIC METHODS

3.1 The Parties authorize Electronic Signatures in any form mutually acceptable to the Parties, including but not limited to typed names, scanned signatures, email-based acknowledgements, secure one-time passcodes, and cryptographic signatures. A Party may, by written notice as set forth in the Notices section, limit or withdraw authorization for specific methods.

4. AUTHENTICATION AND SECURITY

4.1 Each Party shall implement reasonable authentication and security procedures to verify the identity and authority of signatories, to protect the integrity of Electronic Records, and to prevent unauthorized access. Such measures may include unique credentials, multifactor authentication, audit trails, and retention of metadata evidencing the execution process.

4.2 Neither Party shall be liable for use of an Electronic Signature by an individual purporting to be an authorized signatory where such use results from the other Party's failure to maintain reasonable security over credentials or systems.

5. HARDWARE, SOFTWARE, AND ACCESS

5.1 Each Party is responsible for providing the hardware, software, and internet access necessary to receive, view, and retain Electronic Records contemplated by this Agreement. A Party's decision to proceed constitutes a representation that it has the necessary capability.

6. WITHDRAWAL OF CONSENT

6.1 A Party may withdraw consent to conduct transactions electronically by providing written notice in accordance with the Notices provision. Withdrawal of consent will not invalidate any transaction completed prior to the date on which the withdrawal is effective.

7. RECORD RETENTION

7.1 Each Party shall retain Electronic Records in a format that accurately reflects the original information and is accessible for later reference for the period required by applicable law. Records retained by either Party in electronic form shall be admissible as evidence to the same extent as original paper records.

8. ADMISSIBILITY; PRESUMPTION OF AUTHENTICITY

8.1 The Parties agree that an Electronic Record or Electronic Signature, together with any associated metadata or audit trail demonstrating execution, shall be admissible in any proceeding and entitled to the same evidentiary weight as a paper document bearing an original signature.

9. NOTICES

9.1 Any notice required or permitted under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail, return receipt requested, or by email to the designated notice contact. Notice is effective upon receipt.

10. AMENDMENT; WAIVER

10.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. No failure or delay in exercising any right under this Agreement shall constitute a waiver.

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. An executed Electronic Signature transmitted by electronic means shall be deemed an original.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

12.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties: State or Province:

12.2 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 continue in full force and effect.

12.3 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to electronic signatures and records between the Parties.

13. REPRESENTATIONS AND CERTIFICATIONS

13.1 Each Party represents and warrants that (a) it has full power and authority to enter into this Agreement; (b) the person executing this Agreement on its behalf is duly authorized; and (c) the use of Electronic Signatures will not violate any agreement to which it is subject.

By checking the box below, the Party acknowledges and consents to receive and sign documents electronically under the terms of this Agreement.

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