Legal eSign Attestation

LEGAL ESIGN ATTESTATION

This Legal eSign Attestation (the "Attestation") is made effective as of by and between Client Name: and Service Provider Name: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Parties desire to permit execution, delivery and retention of certain documents and records by electronic means and to establish procedures and attestations governing the Parties' use of electronic signatures and records;

WHEREAS, each Party acknowledges that electronic signatures and electronic records shall have the same legal force and effect as manual signatures and paper documents, subject to the terms of this Attestation;

WHEREAS, the Parties intend that signatures obtained through agreed electronic processes satisfy all legal requirements for validity, enforceability, and admissibility of electronic signatures and records to the fullest extent permitted by applicable law.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Attestation: (a) "Electronic Signature" means any electronic symbol, sound, or process attached to or logically associated with a record and executed or adopted by a Party with the intent to sign the record; (b) "Electronic Record" means a record created, generated, sent, communicated, received, or stored by electronic means; and (c) "Covered Document" means any agreement, consent, certificate, notice, or other record executed or delivered pursuant to the Parties' business relationship that the Parties elect to execute electronically.

2. ATTESTATION OF ELECTRONIC SIGNATURE AUTHORITY

Each Party represents and warrants that: (a) the signatory executing this Attestation on behalf of such Party is duly authorized to bind the Party to this Attestation; (b) such Party has full power and authority to accept delivery of, to sign, to authenticate and to transact by electronic means; and (c) this Attestation constitutes a valid and binding obligation of such Party, enforceable in accordance with its terms.

3. CONSENT TO ELECTRONIC TRANSACTIONS

Each Party hereby voluntarily and unambiguously consents to the use of Electronic Signatures and Electronic Records in connection with all Covered Documents. By signing below, each Party confirms its intent to be bound by Electronic Signatures and agrees that such signatures shall have the same effect as original wet-ink signatures.

Please indicate the entity type for the signing Party (check all that apply):

Individual Corporation Limited Liability Company Other:

Individual Corporation Limited Liability Company Other:

4. METHODS OF AUTHENTICATION; ELECTRONIC SIGNATURE PROCEDURES

The Parties agree that Electronic Signatures may be authenticated or verified by methods that may include, without limitation, email verification, username and password, challenge questions, one-time passcodes, cryptographic certificates, audit trails established by an agreed electronic signing platform, or other commercially reasonable authentication processes. Notwithstanding the foregoing, a Party may require additional verification where reasonably necessary to satisfy legal or contractual obligations.

5. RECORD RETENTION

Each Party shall retain copies of Electronic Records and any audit logs or metadata sufficient to demonstrate the authenticity and integrity of Electronic Signatures for the period required by applicable law or for the period specified below, whichever is longer.

6. NOTICE OF HARDWARE OR SOFTWARE REQUIREMENTS

Each Party acknowledges that they are responsible for maintaining hardware and software necessary to access, receive, and retain Electronic Records. A Party's failure to maintain appropriate systems does not invalidate Electronic Signatures executed in accordance with this Attestation.

7. RELIANCE; ADMISSIBILITY

Each Party may rely upon Electronic Signatures and Electronic Records as if such signatures and records were original signed paper documents. Audit trails, metadata, and electronic records retained by either Party shall be admissible in any proceeding to the same extent as originals, subject to applicable evidentiary rules.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents that its execution of Covered Documents by Electronic Signature: (a) is the free and voluntary act of such Party; (b) is intended to have the same force and effect as a manual signature; and (c) will not violate any agreement to which such Party is bound.

9. INDEMNIFICATION

Each Party agrees to indemnify, defend and hold harmless the other Party from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying Party's breach of its representations, warranties, obligations or misuse of Electronic Signatures or Electronic Records under this Attestation.

10. NOTICES

All notices required or permitted under this Attestation shall be provided in writing and delivered by hand, nationally recognized overnight courier, certified mail, or by electronic mail to the contact information set forth above or to such other address as a Party may specify in writing. Notice by electronic mail shall be effective upon receipt where receipt can be demonstrated by a delivery receipt or comparable evidence.

11. AMENDMENT; WAIVER

This Attestation may be amended only by a written instrument signed by both Parties. No waiver of any term or condition of this Attestation shall be deemed a waiver of any other term or subsequent breach, unless made in writing and signed by the waiving Party.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

Governing Law: This Attestation shall be governed by and construed in accordance with the laws chosen by the Parties in the applicable Covered Document or, absent such choice, the laws of the jurisdiction specified by the signing Party for notices.

Severability: If any provision of this Attestation is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected.

Entire Agreement: This Attestation constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, relating to electronic signatures and records.

13. COUNTERPARTS; EXECUTION

This Attestation 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 delivery (including by facsimile or electronic mail of a .pdf) of an executed counterpart shall be binding as if an original had been delivered.

By checking this box, the signing Party affirms that it consents to receive Covered Documents electronically and to the use of Electronic Signatures as set forth in this Attestation.

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