Legal ESIGN Certification Form

LEGAL ESIGN CERTIFICATION FORM

This Legal ESIGN Certification Form (the Certification) is entered into by Provider Name: (Provider) and Recipient Name: (Recipient) effective as of Effective Date: .

RECITALS

WHEREAS, Provider is willing to provide certain documents, notices and transactions to Recipient in electronic form and to accept electronic signatures; and

WHEREAS, Recipient seeks to receive, access and execute specified records electronically and to certify that Recipient has the necessary hardware and software to access such electronic records and that Recipient consents to the use of electronic signatures in lieu of handwritten signatures; and

WHEREAS, the parties desire to memorialize Recipient's consent and the parties' mutual understanding of the terms and conditions governing electronic records and signatures.

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

1. DEFINITIONS

For purposes of this Certification, the following terms shall have the meanings set forth below. "Electronic Record" means any contract, agreement, invoice, notice, disclosure, statement, acknowledgement, consent, or other document or communication provided or made available in electronic form. "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 such Electronic Record.

2. CONSENT TO ELECTRONIC RECORDS AND SIGNATURES

Recipient hereby expressly consents to receive Electronic Records from Provider and to use Electronic Signatures in connection with all transactions, notices, agreements and documents for which Provider reasonably requires electronic delivery or electronic execution. Recipient's consent applies to all transactions between the parties, whether now existing or arising in the future, unless otherwise excluded by law.

Recipient acknowledges that by checking the box below Recipient is affirmatively consenting to receive electronic records and to use electronic signatures. I consent to receive Electronic Records and to use Electronic Signatures

3. SCOPE OF CONSENT

Recipient's consent covers, without limitation, communications related to agreements, notices, billing, disclosures, statements, tax forms and any other records or written communications that Provider elects to deliver electronically. This consent does not apply to documents that the parties expressly designate in writing as excluded.

4. HARDWARE AND SOFTWARE REQUIREMENTS

Recipient certifies that Recipient has the necessary hardware and software to access, view, and retain Electronic Records in the format provided by Provider. Recipient affirms that Recipient's equipment includes a compatible operating system, current web browser or application, active e-mail account, and sufficient storage capacity to receive and retain documents.

5. WITHDRAWAL OF CONSENT

Recipient may withdraw consent to receive Electronic Records at any time by providing written notice in accordance with the Notices section of this Certification. Withdrawal of consent will be effective only after Provider has had reasonable time to process the withdrawal and provide alternative means of delivery. Withdrawal of consent may affect Recipient's ability to receive certain services electronically.

6. RECORD RETENTION

Provider will make available electronic copies of all Electronic Records for a commercially reasonable period and will retain records in accordance with Provider's record retention policies and applicable law. Recipient is responsible for maintaining backups of Electronic Records that Recipient wishes to preserve beyond Provider's retention period.

7. SECURITY; AUTHENTICATION

Provider will implement commercially reasonable administrative, technical and physical safeguards designed to protect the confidentiality and integrity of Electronic Records and the process of electronic signature. Recipient acknowledges that authentication methods may include passwords, unique links, multi-factor authentication, cryptographic tokens or other means reasonably designed to establish identity and intent.

8. NOTICES

All notices required or permitted under this Certification shall be sent to the addresses provided below. Notices delivered electronically are effective when transmitted, provided that no delivery failure notification is received.

9. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Certification and to perform its obligations hereunder. Recipient represents that Recipient's consent to electronic delivery is voluntary, and that Recipient's execution of an Electronic Signature with respect to an Electronic Record constitutes a legal signature with the same force and effect as a handwritten signature.

10. GOVERNING LAW

This Certification shall be governed by and construed in accordance with the laws of the state specified below in the Governing Law field, without regard to its conflict of laws principles.

11. ENTIRE AGREEMENT; SEVERABILITY

This Certification constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Certification is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

12. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or modification of this Certification shall be effective unless in writing and signed by both parties. No waiver by either party of any breach shall be deemed a waiver of any subsequent breach. This Certification 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.

13. ACKNOWLEDGMENT

Recipient acknowledges receipt of a copy of this Certification and confirms that Recipient has read, understands and agrees to the terms and conditions set forth herein. Recipient further acknowledges that Recipient may print or save a copy of the Electronic Records for Recipient's future reference.

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