Legal Electronic Signature Policy

Legal Electronic Signature Policy

This Legal Electronic Signature Policy (the Policy) is made effective as of by and between: Party A Name: with principal address , and Party B Name: with principal address .

Recitals

WHEREAS, the Parties wish to establish standards, controls and procedures governing the creation, acceptance, verification, storage and legal effect of electronic signatures and electronic records executed, received, or maintained in connection with their dealings; and

WHEREAS, the Parties recognize that electronic signatures and electronic records can facilitate business transactions and, when properly implemented, provide reliable evidence of intent and authentication; and

WHEREAS, the Parties intend that this Policy shall govern the use, admissibility and retention of electronic signatures and electronic records between them.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Scope

This Policy applies to all electronic signatures, electronic records and related transactions between the Parties, including contracts, consent forms, approvals, acknowledgements and any other documents where a signature or acknowledgment is required by either Party, except as expressly excluded in a written exception approved by authorized representatives of both Parties.

2. Definitions

For purposes of this Policy: (a) "Electronic Signature" means an electronic sound, symbol or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign; (b) "Electronic Record" means a record created, generated, sent, communicated, received or stored by electronic means; and (c) "Approved Technology" means a signature technology or service that complies with Section 4 below.

3. Authorization and Acceptance

Each Party authorizes the use of Electronic Signatures and Electronic Records as set forth in this Policy. Use of an Electronic Signature by an individual constitutes that individual's signature, intent to sign and agreement to be bound by the signed Electronic Record to the same extent as a handwritten signature.

4. Approved Signature Technologies

The Parties may use one or more of the following signature methods, provided they meet applicable authentication and audit requirements set forth in Section 5:

Click-to-sign / Checkbox consent Typed name with intent statement Digital certificate (PKI) Biometric capture where legally permitted

5. Authentication, Integrity and Audit

Electronic Signatures must be associated with authentication processes sufficient to provide a reliable means of identifying the signatory and demonstrating intent. Authentication may include, as appropriate: unique user credentials, two-factor authentication, identity proofing, access logs, IP address capture, and timestamping. The system must maintain an audit trail that includes, at a minimum, the identity of the signatory, method of authentication, date and time stamp, and a record of the document or record executed.

6. Record Retention and Integrity

Electronic Records executed under this Policy shall be retained in a manner that preserves their integrity, accessibility and authenticity for the duration required by applicable law and the Parties' records retention schedules. Records may be stored in native electronic format or as secure electronic copies that preserve audit trails and metadata.

7. Security Controls and Access

Systems used to create, transmit, store or verify Electronic Signatures must employ appropriate administrative, technical and physical safeguards to protect against unauthorized access, alteration, destruction or disclosure. Access privileges shall be assigned on a least-privilege basis and reviewed periodically.

8. Roles and Responsibilities

Each Party shall designate an administrative representative responsible for implementation, compliance, training and oversight of electronic signature practices. Administrative representatives shall ensure systems remain compliant with this Policy and applicable legal requirements.

9. Verification, Dispute and Audit Procedures

If a Party disputes the validity of an Electronic Signature, the Parties shall cooperate in good faith to verify the signature through the audit trail, authentication records, and any secondary evidence available. Either Party may request an audit of the relevant records; audit requests shall be reasonable in scope and subject to confidentiality protections.

10. Legal Effect and Admissibility

Electronic Signatures and Electronic Records executed in accordance with this Policy shall be admissible in evidence and have the same legal effect and enforceability as handwritten signatures and paper records, subject to applicable law. Nothing in this Policy obligates either Party to accept an Electronic Signature in a specific instance if a Party provides prior written notice that electronic execution is not acceptable for that particular transaction.

11. Third-Party Service Providers

Use of third-party electronic signature service providers is permitted provided the provider demonstrates adequate security controls, preserves audit trails, and enters into appropriate confidentiality and data processing terms acceptable to both Parties. Responsibility for selecting, contracting and supervising third-party providers rests with the contracting Party, subject to any written agreement between the Parties.

12. Training and Awareness

Each Party shall provide training to personnel responsible for creating, approving or maintaining Electronic Records to ensure compliance with this Policy and applicable legal requirements. Training shall cover authentication, audit trails, retention obligations and incident reporting.

13. Incident Response

Each Party shall promptly notify the other upon discovery of any security incident, compromise or suspected unauthorized use affecting Electronic Signatures or Electronic Records. Notifications shall include a description of the incident, corrective actions taken and any recommended mitigation steps.

14. Amendments and Waiver

This Policy may be amended only by a written instrument signed by authorized representatives of both Parties. No waiver of any provision of this Policy shall be effective unless in writing and signed by the Party waiving compliance.

15. Notices

All notices, requests, demands and other communications required or permitted under this Policy shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by written notice in accordance with this Section.

16. Governing Law

This Policy shall be governed by and construed in accordance with the laws of the jurisdiction indicated below, without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the courts of that jurisdiction for disputes arising under this Policy.

17. Entire Agreement

This Policy constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

18. Severability

If any provision of this Policy is held to be invalid or unenforceable, the remainder of this Policy shall continue in full force and effect and shall be interpreted to give effect to the Parties' intent to the greatest extent possible.

19. Counterparts

This Policy may be executed in any number of 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 binding and have the same effect as originals.

Certification

Each Party represents and warrants that the individual signing on its behalf is authorized to bind that Party to this Policy and that electronic execution of this Policy will be enforceable against such Party in accordance with its terms.

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