Legal Sign Forms

DOCUMENT NAME

This Signature Authorization Agreement (the "Agreement") is entered into as of Effective Date: by and between Party A: , an entity of type Individual Corporation LLC , and Party B: , an entity of type Individual Corporation LLC .

RECITALS

WHEREAS, Party A and Party B each desire to permit the execution, delivery and retention of certain documents by means of electronic signatures, electronic records and related electronic processes;

WHEREAS, the parties intend that electronic signatures shall have the same legal force and effect as original handwritten signatures for all transactions covered by this Agreement to the fullest extent permitted by applicable law;

WHEREAS, the parties desire to set forth the terms, representations, responsibilities, and procedures governing the use of electronic signatures and electronic records between them.

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

1. DEFINITIONS

1.1 "Electronic Signature" means any electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a party with the intent to sign the record, including but not limited to digital signatures, typed names executed within a signing platform, and other electronic authentication methods.

1.2 "Electronic Record" means a record created, generated, sent, communicated, received or stored by electronic means.

2. AUTHORIZATION TO USE ELECTRONIC SIGNATURES

2.1 Each party authorizes and expressly agrees that, to the extent permitted by law, any agreement, consent, notice, authorization, certificate, instrument or other document required or permitted to be executed in connection with the parties' relationship may be executed, delivered and retained by electronic means and that such Electronic Signature shall be valid and binding and have the same force and effect as an original wet-ink signature.

2.2 Each party consents to receiving notices, disclosures and records in electronic form. The consent covers, without limitation, all communications related to the matters described herein and any ancillary transactions.

3. SCOPE; PERMITTED DOCUMENTS

3.1 This Agreement applies to all present and future documents exchanged between the parties that are capable of being signed electronically, including agreements, amendments, acknowledgments, certificates, and any instrument necessary to effectuate transactions between the parties.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each party represents and warrants to the other that: (a) it has full corporate or individual power and authority to enter into and perform this Agreement; (b) the person executing this Agreement on its behalf is duly authorized to do so; and (c) the consent to use electronic signatures is knowingly and voluntarily given.

4.2 Each party further warrants that it will not use Electronic Signatures to create documents prohibited by applicable law from being delivered or signed electronically, including those where a jurisdiction requires an original signature.

5. SECURITY; AUTHENTICATION; RECORD RETENTION

5.1 Each party shall implement commercially reasonable administrative, technical and physical safeguards designed to protect the integrity and authenticity of Electronic Signatures and Electronic Records and to prevent unauthorized access, use or alteration.

5.2 The parties agree that an electronic audit trail, log, or comparable record maintained by the signing system that identifies the signer, the date and time of signing, and the document signed shall be sufficient to demonstrate the execution, delivery and authenticity of an electronic signature.

5.3 The party responsible for maintaining original records shall retain electronic copies of signed documents in a form that is retrievable and reproducible for the period required by applicable law.

6. LIABILITY; INDEMNIFICATION

6.1 Each party shall be liable for and shall indemnify, defend and hold the other harmless from and against any loss, liability, claim or expense (including reasonable attorneys' fees) arising out of its negligent, willful or fraudulent acts or omissions in connection with the creation, use, or misuse of Electronic Signatures or Electronic Records.

6.2 Neither party shall be liable for indirect, incidental, consequential, punitive or special damages, except where such damages arise from willful misconduct or gross negligence.

7. CONFIDENTIALITY

7.1 Each party shall maintain the confidentiality of Electronic Records in accordance with any confidentiality obligations existing between the parties and shall use at least the same degree of care to protect such records as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

8. NOTICES

8.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses provided below or to such other address as a party may designate by notice to the other party in accordance with this Section.

9. GOVERNING LAW; VENUE

9.1 This Agreement shall be governed by and construed in accordance with the laws chosen by the parties below, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction and venue of the courts selected below for any dispute arising under or in connection with this Agreement.

Governing law state:    Venue city/county:

10. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

10.1 This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral.

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

10.3 No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

11. COUNTERPARTS; ELECTRONIC DELIVERY

11.1 This Agreement 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. Executed counterparts transmitted by electronic means (including by electronic signature or as an electronic record) shall be binding and admissible in evidence.

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