Legal Sign Now Agreement

LEGAL SIGN NOW AGREEMENT

This Legal Sign Now Agreement (the Agreement) is entered into as of Effective Date: by and between Provider Name: , a business organized as Individual Corporation LLC Partnership, with principal place of business at ; and Client Name: , with principal place of business at .

RECITALS

WHEREAS, Provider provides electronic signature, document management, and related services designed to permit the execution, storage and management of legally binding electronic agreements (the Services); and

WHEREAS, Client desires to engage Provider and Provider agrees to provide the Services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that electronic signatures and records produced through the Services be legally binding and enforceable to the same extent as handwritten signatures and paper records.

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

1. DEFINITIONS

1.1 "Account" means the Client access account established with Provider for use of the Services. 1.2 "Documentation" means Provider's written or electronic user guides and operational instructions supplied to Client. 1.3 "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated confidential or that reasonably should be understood to be confidential.

2. SERVICES

Provider will make the Services available to Client pursuant to the terms of this Agreement and the applicable service plan selected by Client. Provider shall use commercially reasonable efforts to provide the Services in a professional manner consistent with industry standards and the Documentation.

3. CLIENT OBLIGATIONS

Client shall: (a) maintain the confidentiality of Account credentials; (b) use the Services in compliance with all applicable laws and third‑party rights; (c) obtain all consents necessary to create, transmit and store electronic records and signatures; and (d) be responsible for all activity on its Account.

4. FEES AND PAYMENT

Client shall pay Provider the fees set forth in the selected service plan. All fees are due in United States dollars. Unless otherwise agreed in writing, fees are non-refundable. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

Each party shall protect the other party's Confidential Information with the same standard of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information shall not include information that is publicly available without breach of this Agreement, independently developed, or rightfully received from a third party.

6. DATA SECURITY AND RECORD RETENTION

Provider shall implement and maintain reasonable administrative, technical and physical safeguards designed to protect Client Data from unauthorized access or disclosure. Provider shall maintain auditable records of executed electronic signatures and shall retain such records in accordance with the retention period specified in the applicable service plan or as otherwise required by law.

7. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Services, Documentation and Provider's technology. Client retains all right, title and interest in Client Data and in its own trademarks. Client grants Provider a non-exclusive, worldwide, royalty-free license to use Client Data solely to provide the Services.

8. WARRANTIES; DISCLAIMER

Provider warrants that it will perform the Services in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. INDEMNIFICATION

Each party agrees to defend, indemnify and hold harmless the other party from and against any third-party claims arising out of that indemnifying party's breach of this Agreement, negligence, or willful misconduct, subject to the indemnified party's compliance with reasonable claim handling procedures.

11. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues for an initial term of . Thereafter it will renew automatically for successive terms unless either party provides written notice of non-renewal at least prior to the end of the then-current term. Either party may terminate for uncured material breach following thirty (30) days' written notice.

12. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by notice. Notices are deemed given when delivered personally, on receipt of electronic confirmation of transmission, or three (3) business days after deposit with a nationally recognized carrier.

13. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment or modification of this Agreement must be in a written instrument signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which constitute one instrument.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state identified by the parties below without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any order forms or exhibits signed by the parties, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to its subject matter. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect.

16. MISCELLANEOUS PROVISIONS

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship. Headings are for convenience only and do not affect interpretation.

EXECUTION

The parties agree that electronic signatures and electronic copies of this Agreement are binding and constitute original signatures for all purposes. Each party represents and warrants that the person signing on its behalf is authorized to bind that party to this Agreement.

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