Legal Signature Consent Form

LEGAL SIGNATURE CONSENT FORM

This Legal Signature Consent Form ("Agreement") is entered into as of by and between: Party A: , with principal address ; and Party B: , with principal address .

RECITALS

WHEREAS, Party A and Party B desire to permit the use of handwritten, scanned, and electronic signatures in connection with certain agreements, documents and instruments between them; and

WHEREAS, the parties wish to define the scope, form and legal effect of such signatures and to establish party authorizations and procedures governing execution, delivery and retention; and

WHEREAS, each party represents that it has authority to enter into this Agreement and to bind the entity or individual identified above as a signatory.

NOW THEREFORE, in consideration of the mutual covenants set forth herein and for 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 have the meanings set forth below:

"Electronic Signature" means any electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record. "Manual Signature" means a handwritten or "wet" ink signature executed on a paper copy of a document. "Document" means any agreement, instrument, notice, consent, or other writing executed by either party within the scope defined in Section 3.

2. CONSENT TO SIGNATURE METHODS

Each party hereby irrevocably consents that, subject to the terms of this Agreement:

(a) The parties may execute Documents by Electronic Signature, Manual Signature, or a scanned image of a Manual Signature, and any such execution shall have the same legal effect, validity and enforceability as an original Manual Signature.

(b) The parties authorize designated signatories to sign Documents on their behalf. Authorized signatory for Party A: . Authorized signatory for Party B: .

3. SCOPE OF AUTHORIZATION

This consent applies to the following classes of Documents executed between the parties:

The parties may mutually expand the scope of permitted Documents by written amendment to this Agreement.

4. AUTHORIZED METHODS

The following signature methods are authorized (select one or more):

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the individual executing on behalf of an entity is duly authorized, and that any Electronic Signature applied in accordance with this Agreement will be a binding obligation of the executing party.

6. RECORD RETENTION

Each party shall retain a complete copy of executed Documents in a format capable of being accurately reproduced for subsequent reference. The parties agree that a printed copy of a Document bearing an Electronic Signature or a scanned image of a Manual Signature shall be admissible in evidence to the same extent as an original.

7. REVOCATION AND TERMINATION

Either party may revoke its consent to the use of Electronic Signatures under this Agreement by delivering written notice to the other party. Revocation shall not affect the validity of any Document executed prior to the effective date of revocation.

8. CONFIDENTIALITY

The parties shall maintain the confidentiality of signed Documents to the extent required by any separate confidentiality agreement between them or as required by law. Nothing in this Agreement obligates a party to disclose confidential material except as required to effectuate the execution, delivery or enforcement of Documents under this Agreement.

9. INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any loss, liability, cost or expense (including reasonable attorneys' fees) arising from any breach of a representation, warranty or covenant in this Agreement or from unauthorized use of the other party's authorized signature method.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as a party may designate in writing. Notices may be delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested).

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by mutual agreement of the parties. If no jurisdiction is selected, the laws of the state or country where the recipient of a notice has its principal place of business shall govern, without regard to conflict of law principles.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, regarding the same subject matter.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed so as to effectuate the intent of the parties to the fullest extent permitted by law.

14. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or modification to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver shall be effective unless in writing signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one and the same instrument.

15. AUTHORITY TO EXECUTE

Each person signing below represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for which they sign and that signing will bind such party to the terms of this Agreement.

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