Legal Electronic Signature Regulation

LEGAL ELECTRONIC SIGNATURE REGULATION

This Legal Electronic Signature Regulation (the "Regulation") is entered into as of Day: Month: Year: by and between Party A: with principal place of business at , and Party B: with principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Parties wish to establish uniform procedures and standards governing the creation, execution, authentication, transmission, retention and admissibility of electronic signatures and electronic records exchanged between them in connection with their respective transactions and communications;

WHEREAS, the Parties intend that electronic signatures executed in accordance with the requirements set forth in this Regulation shall have the same legal effect and admissibility as handwritten signatures on paper, to the fullest extent permitted by applicable law, and that electronic records shall constitute original records for purposes of evidence and retention requirements;

WHEREAS, the Parties desire to allocate responsibilities for authentication, security controls, record retention and audit trails related to electronic signatures and related electronic records;

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "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 the record. Examples include, but are not limited to, typed names, click-to-sign, and signatures created by cryptographic means.

1.2 "Digital Certificate" means an electronic credential issued by a certificate authority that binds a public key with identifying information of a natural or legal person and that may be used for the purpose of verifying signatures, where applicable.

1.3 "Record" or "Electronic Record" means information that is created, generated, sent, communicated, received or stored by electronic means.

2. SCOPE AND APPLICABILITY

2.1 This Regulation governs all Electronic Signatures and Electronic Records used by the Parties in connection with transactions, notices, documents, contracts and approvals exchanged between them, except where a particular document or transaction is expressly required by applicable law to be executed in physical form.

2.2 The Parties may designate specific categories of documents that are excluded from electronic execution by mutual written agreement; to designate an exclusion, specify category below:

3. AUTHORIZED METHODS OF ELECTRONIC SIGNATURE

3.1 The Parties agree that the following methods shall be recognized as valid Electronic Signatures when used in accordance with Section 4:

Typed name or initials on an electronic record
Click-to-sign or checkbox acknowledgement
Digital certificates based on public key infrastructure
Biometric signature methods where recorded and authenticated

3.2 A Party relying on an Electronic Signature shall be entitled to rely upon reasonable representations and assurances of authentication supplied by the signing Party and by any third-party service provider engaged under Section 7.

4. EXECUTION, AUTHENTICATION AND LEGAL EFFECT

4.1 Execution. To execute an Electronic Signature, the signatory must take the action required by the selected method and, where applicable, authenticate identity in accordance with the authentication requirements of this Regulation.

4.2 Legal Effect. Each Party agrees that an Electronic Signature, when completed in accordance with this Regulation, shall have the same legal effect, validity and enforceability as a handwritten signature and shall satisfy any statutory or contractual requirement for a signature, to the extent permitted by applicable law.

5. AUTHENTICATION, SECURITY AND INTEGRITY

5.1 Authentication. Each Party shall implement and maintain commercial reasonable identity authentication measures appropriate to the risk and nature of the transaction, which may include: unique credentials, multi-factor authentication, secure tokens, or certificate-based authentication.

5.2 Integrity. The Parties shall adopt technical measures designed to detect alteration of Electronic Records after signing, including cryptographic hashing, tamper-evident seals, and audit logs where appropriate.

6. RECORD RETENTION AND AUDIT TRAIL

6.1 Retention. Each Party shall retain electronic copies of signed records and associated audit trails for a period of or longer if required by applicable law.

6.2 Audit Trail. Electronic Records shall be accompanied by an audit trail sufficient to demonstrate the method of signature, the identity of the signer, the date and time of signing, and any material changes to the record subsequent to signing.

7. SERVICE PROVIDERS

7.1 Use of Service Providers. Either Party may engage third-party providers to perform electronic signature services, digital certificate issuance, authentication, storage or other supporting functions, provided that the engaging Party remains responsible for compliance with this Regulation.

8. REPRESENTATIONS, WARRANTIES AND LIABILITY

8.1 Each Party represents and warrants that: (a) it has the full corporate or legal power and authority to enter into and perform its obligations under this Regulation; (b) the execution and delivery of Electronic Signatures in accordance with this Regulation have been duly authorized; and (c) it will not knowingly take actions that would compromise the integrity of the Electronic Signatures or Electronic Records.

8.2 Liability. Except as expressly provided in this Regulation, neither Party shall be liable for incidental or consequential damages arising solely from the use of Electronic Signatures if they implement and maintain the measures described herein in good faith. Liability for breach, negligence or willful misconduct shall remain subject to applicable law.

9. NOTICES

9.1 All notices, requests, demands and other communications under this Regulation shall be in writing and delivered by hand, certified mail, courier, or by electronic transmission to the addresses set forth below (or such other address as a Party may designate by written notice in accordance with this Section).

10. AMENDMENTS, WAIVER AND COUNTERPARTS

10.1 Amendment. This Regulation may be amended only by a written instrument signed by duly authorized representatives of both Parties.

10.2 Waiver. No failure or delay by either Party in exercising any right under this Regulation shall operate as a waiver of that right, and no single or partial exercise shall preclude any other or further exercise of that right.

10.3 Counterparts. This Regulation may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Execution by electronic signature or by transmission of an executed counterpart in portable document format (PDF) or other electronic form shall be effective as an original signature.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Regulation shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties: , without regard to choice of law principles.

11.2 Entire Agreement. This Regulation constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written, relating to electronic signatures between the Parties.

11.3 Severability. If any provision of this Regulation is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

12. MISCELLANEOUS PROVISIONS

12.1 Assignment. Neither Party may assign its rights or delegate its obligations under this Regulation without the prior written consent of the other Party, except to a successor in interest by merger or acquisition.

12.2 Survival. Provisions that by their nature should survive termination or expiration of this Regulation shall survive, including confidentiality, record retention, liability, and indemnification obligations.

Sign Now