Legal eSign Document

LEGAL ESIGN DOCUMENT

This Electronic Signature Agreement (the Agreement) is made and entered into as of Effective Date: by and between First Party Name: , organized under the laws of , with principal place of business or residence at ; and Second Party Name: , organized under the laws of , with principal place of business or residence at .

RECITALS

WHEREAS, the parties wish to permit and accept electronic signatures and electronic records in connection with agreements, documents and instruments executed or delivered between them in the course of their relationship described as: ; and

WHEREAS, each party desires to establish the terms and procedures under which electronic signatures, electronic communications, and electronic records shall have the same legal force and effect as handwritten signatures and paper-based records.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Legal eSign Document and any amendments. 1.2 "Electronic Signature" means an electronic sound, symbol or process attached to or logically associated with a record and executed or adopted by a party with the intent to sign the record. 1.3 "Electronic Record" means a record generated, transmitted or stored by electronic means.

2. AUTHORIZATION TO USE ELECTRONIC SIGNATURES

2.1 Each party hereby authorizes the use of Electronic Signatures and Electronic Records in connection with any documents, notifications or communications arising under or relating to the subject matter described in this Agreement. An Electronic Signature shall be deemed an original signature for all purposes and shall bind the party that applied such signature.

2.2 Each party agrees that where an electronic method is used to present documents or to obtain signatures, such methods shall satisfy any legal requirement that such documents or signatures be in writing, signed or sealed, to the extent permitted by applicable law.

3. REPRESENTATIONS AND WARRANTIES

3.1 Each party represents and warrants that it has full power and authority to enter into this Agreement and to authorize Electronic Signatures that will be binding upon it. 3.2 Each party further represents that the person executing an Electronic Signature on its behalf is authorized to do so.

4. CONSENT TO ELECTRONIC TRANSACTIONS

4.1 Each party hereby consents to the use of electronic records and Electronic Signatures in connection with all transactions contemplated by or arising under this Agreement. Such consent includes receiving notices, disclosures and other communications in electronic form. 4.2 A party may withdraw consent to the use of Electronic Signatures only by providing written notice to the other party in accordance with the Notices provision below; such withdrawal will not affect the validity or enforceability of electronic records and Electronic Signatures executed prior to the effective date of such withdrawal.

5. DELIVERY, AUTHENTICATION AND RECORD RETENTION

5.1 Electronic delivery of a document bearing an Electronic Signature shall be deemed delivery of an original for all purposes. 5.2 The parties agree to use commercially reasonable methods to authenticate Electronic Signatures and to maintain adequate controls to preserve the integrity and security of electronic records. 5.3 Each party shall retain an accessible and accurate copy of any Electronic Record in accordance with its applicable record retention policies and applicable law sufficient to permit the reconstruction of the record.

6. CONFIDENTIALITY

6.1 Each party shall maintain the confidentiality of all non-public information received from the other party in connection with electronic transactions and shall not disclose such information except as required by law, regulation, or to its professional advisors subject to confidentiality obligations.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1 Each party agrees to indemnify, defend and hold harmless the other party from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of a breach of this Agreement or a party's negligent or willful failure to implement reasonable security measures for Electronic Signatures. 7.2 In no event shall either party be liable for consequential, special, incidental or punitive damages except for liability arising from gross negligence or willful misconduct.

8. TERMINATION

8.1 Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party. Termination does not affect the legal effect of Electronic Signatures executed prior to termination or obligations intended to survive termination.

9. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered to the party's address set forth below or at such other address as such party may specify by notice to the other party.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 No amendment or modification of this Agreement is effective unless made in a writing signed by authorized representatives of both parties. 10.2 No waiver by any party of any breach shall be deemed a waiver of any subsequent breach. 10.3 This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

11. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

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 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part, such provision shall be enforced to the maximum extent permitted and the remaining provisions shall remain in full force and effect. 11.3 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

12. MISCELLANEOUS

12.1 Survival. Any provision that by its nature should survive termination or expiration of this Agreement shall survive. 12.2 Interpretation. Headings are for convenience only and shall not affect interpretation. Wherever the context admits, the singular includes the plural and vice versa.

EXECUTION

The parties, through their authorized representatives below, have executed this Agreement intending to be legally bound.

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