Legal Sign Pack

LEGAL SIGN PACK

This Legal Sign Pack (the "Agreement") is entered into as of by and between Client Name: , a Individual Corporation Limited Liability Company , principal address: ; and Service Provider Name: , a Individual Corporation Limited Liability Company , principal address: .

RECITALS

WHEREAS, Client requires the execution and consolidated recordation of one or more documents, authorizations, acknowledgments, or certifications as set forth in this pack; and

WHEREAS, Service Provider is engaged to prepare, present for signature, and deliver the documents listed in Section 2 and will act as coordinator for electronic or manual signature collection; and

WHEREAS, the parties desire to set forth their mutual understandings and authorizations regarding signature instructions, document acceptance, confidentiality, and liability allocation.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein 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 Agreement, the following terms shall have the meanings set forth below. "Documents" means the individual instruments, forms, consents, acknowledgments, certifications, or assignments identified in Section 2. "Coordinator" means the party designated to assemble and present the Documents for signature. "Electronic Signature" means any 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.

2. INCLUDED DOCUMENTS AND SCOPE

The following Documents are included in this Legal Sign Pack. The Service Provider shall prepare, present, collect signatures on, and deliver the Documents in accordance with the instructions set forth in this Agreement:

3. AUTHORIZATION TO SIGN

Client hereby authorizes Service Provider to present the Documents to Client and, where applicable, to third parties for signature and to deliver executed copies to the parties identified on each Document. Client further authorizes Service Provider to rely on signatures obtained electronically or manually consistent with Section 4 and to treat such signatures as original signatures for all legal purposes.

4. ELECTRONIC SIGNATURES

The parties consent to the use of Electronic Signatures for the execution of the Documents. By checking the box below, each party affirms that it has the authority to adopt an Electronic Signature and agrees that such signature will have the same force and effect as a handwritten signature.

Client consents to electronic signing and delivery of Documents.

Service Provider will maintain an audit log evidencing execution and delivery of electronically executed Documents.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the individual executing this Agreement on its behalf is duly authorized to bind such party; and (c) execution and delivery of the Documents, and performance of the obligations contemplated herein, will not violate any agreement or law applicable to such party.

6. CONFIDENTIALITY

Each party agrees to hold in strict confidence all non-public information received from the other party in connection with this Agreement or the Documents and to use such information solely for the purposes of performing obligations under this Agreement. The obligations of confidentiality shall not apply to information that is or becomes publicly known through no breach of this Agreement or that is rightfully received from a third party without restriction.

7. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of any representation, warranty or covenant contained in this Agreement or from the Indemnifying Party's negligent or willful acts or omissions in connection with the performance of this Agreement.

8. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or indemnification obligations under Section 7, in no event shall either party be liable for consequential, indirect, incidental, exemplary or punitive damages arising out of or relating to this Agreement, whether based on contract, tort, strict liability or other legal theory.

9. TERM; TERMINATION

This Agreement shall commence on the Effective Date and continue until all Documents have been executed and delivered, unless earlier terminated by mutual written agreement of the parties or for material breach by a party following thirty (30) days' prior written notice and failure to cure within that period.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the opening paragraph or to such other address as a party may specify by notice in accordance with this Section. Notices shall be deemed given when received.

11. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any right or remedy under this Agreement shall be effective unless in writing and signed by the party granting the waiver.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below without regard to conflict of laws principles. The parties agree that the selected jurisdiction's courts shall have exclusive jurisdiction for any dispute arising under this Agreement.

13. ENTIRE AGREEMENT

This Agreement, together with any Documents and written schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties agree to replace any invalid or unenforceable provision with a valid provision that most closely approximates the parties' original intent.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by facsimile, electronic image or other electronic means shall be binding.

ACKNOWLEDGMENTS

Each party acknowledges that it has read this Agreement, understands its terms, and has had the opportunity to seek independent legal advice. The parties further acknowledge that they enter into this Agreement voluntarily and with full knowledge of its legal effect.

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