Legal Email Agreement

LEGAL EMAIL AGREEMENT

This Legal Email Agreement ("Agreement") is entered into as of Effective Date: by and between Party A: (Entity Type: Individual Corporation LLC ) and Party B: (Entity Type: Individual Corporation LLC ).

RECITALS

WHEREAS, Party A and Party B desire to communicate, exchange documents and conduct certain transactions by electronic mail in a manner that allocates responsibility for security, confidentiality and legal effect of email transmissions; and

WHEREAS, the parties intend to establish binding standards and procedures governing the use of email for notices, instructions, approvals, and other communications that may give rise to contractual obligations or the transfer of Confidential Information.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Authorized Email" means an electronic mail address designated in writing by a party in accordance with Section 9 and updated in the same manner. An Authorized Email is authorized to receive legally binding communications for the party to whom it is assigned.

1.2 "Confidential Information" means information designated as confidential in writing or which, by its nature, reasonably should be understood to be confidential, including contracts, financial data, personal data, trade secrets and privileged communications transmitted by email.

2. SCOPE OF AUTHORIZATION

2.1 Each party authorizes the other to send and rely upon communications transmitted to its Authorized Email addresses and acknowledges that such communications may constitute a "writing" and signature when sent from an Authorized Email in accordance with this Agreement.

2.2 The initial Authorized Email addresses for each party are set forth below. Either party may update its Authorized Email by providing written notice in accordance with Section 9.

3. SECURITY, AUTHENTICATION AND GOOD FAITH

3.1 Each party shall employ commercially reasonable security practices to protect email transmissions and shall use appropriate authentication measures to reduce the risk of spoofing or interception. The sending party shall, where practicable, include contact information and an explicit indication that the message is intended to be binding.

3.2 A recipient may rely on an email received from an Authorized Email unless the recipient has actual knowledge that the message was not sent by the alleged sender. A recipient may take reasonable steps to verify authenticity prior to relying on instructions that create material legal or financial obligations.

4. CONSENT TO ELECTRONIC COMMUNICATIONS AND SIGNATURES

4.1 Each party expressly consents to receive communications, notices, contracts, approvals and other writings electronically to or from its Authorized Email. The parties agree that an email containing the name of an authorized person or an electronic signature block shall have the same force and effect as a handwritten signature.

5. CONFIDENTIALITY AND USE RESTRICTIONS

5.1 Each party shall maintain in confidence all Confidential Information received by email and shall not disclose such information to any third party except to employees, agents or contractors with a need to know and who are subject to confidentiality obligations at least as protective as those in this Agreement.

5.2 The parties shall implement reasonable controls to prevent unauthorized access to email accounts and shall promptly notify the other party upon becoming aware of any unauthorized disclosure of Confidential Information transmitted pursuant to this Agreement.

6. RETENTION, RECORDKEEPING AND DESTRUCTION

6.1 Each party shall maintain reasonably secure records of emails that give rise to material rights or obligations for a period not less than unless a longer retention period is required by applicable law.

6.2 When retained email records are no longer required, the retaining party shall delete or destroy such records in a manner designed to prevent reconstruction or retrieval.

7. BREACH NOTIFICATION AND REMEDIATION

7.1 In the event of any unauthorized access to or disclosure of Confidential Information transmitted by email, the disclosing party shall notify the other party without undue delay and, in any event, within of discovery. The notifying party shall reasonably cooperate in any investigation and mitigation of the incident.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

8.1 Except for liabilities resulting from gross negligence, willful misconduct or breach of confidentiality obligations under this Agreement, neither party shall be liable to the other for consequential, incidental, special or punitive damages arising from email transmissions.

8.2 Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses and expenses arising from the indemnifying party's breach of this Agreement, its negligent or willful misuse of the Authorized Email, or failure to secure access to its email accounts.

9. NOTICES

9.1 Notices required or permitted under this Agreement shall be in writing and delivered to the contact details set forth below. Notices delivered by email to an Authorized Email shall be effective upon transmission, unless the sending party receives a non-delivery notification, in which case the notice shall be ineffective until delivered by alternate means.

10. AMENDMENT, WAIVER AND COUNTERPARTS

10.1 This Agreement may be amended only by a writing executed by authorized representatives of both parties. Any waiver of a provision must be in a writing signed by the party granting the waiver and shall not constitute a waiver of any other right or provision.

10.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Transmission of executed signature pages by electronic means shall be effective to bind the executing party.

11. GOVERNING LAW, ENTIRE AGREEMENT, SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties: , without regard to conflict of laws principles.

11.2 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 email communications between the parties.

11.3 Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the original intent.

REPRESENTATIONS AND AUTHORITY

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the individual signing on its behalf has been authorized to do so, and that any email sent from an Authorized Email by such individual will be binding on the party.

ADDITIONAL PROVISIONS

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