Legal Signature Dossier

LEGAL SIGNATURE DOSSIER

This Legal Signature Dossier ("Dossier") is made and entered into as of Effective Date: by and between Client Name: , Representative: , and Recipient Name: , Representative: .

RECITALS

WHEREAS, the parties intend to record, authenticate and make available signatures, signature specimens, authorizations, and related documentation for the purpose of establishing authority and verifying executed instruments and electronic transactions; and

WHEREAS, the parties desire a written dossier that sets forth the identity of signing representatives, the scope of signature authority, methods of authentication, retention procedures, and notice provisions to govern the handling of such signature materials; and

WHEREAS, each party represents that the information provided in this Dossier will be complete and accurate and that any signature produced pursuant to this Dossier shall be relied upon by the other party in accordance with the terms below.

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

1. DEFINITIONS

For purposes of this Dossier, the following terms have the meanings set forth below. "Signature Materials" means original or reproduced signature specimens, specimen initials, signature delegation memoranda, authorizing resolutions, notarizations, witness attestations, and authenticated electronic signature records. "Authorized Signatory" means the individual identified in this Dossier as authorized to sign on behalf of a party.

2. SCOPE OF AUTHORITY

Each party hereby certifies that the Authorized Signatory designated in Section 3 is authorized to execute and deliver documents, instruments and communications identified in the Signature Materials for and on behalf of the certifying party. The authority granted may be general or limited as described in the Signature Scope field below and remains in effect until revoked in accordance with Section 9.

3. AUTHORIZED SIGNATORY IDENTIFICATION

Client Authorized Signatory Name: ; Title: ; Signature Specimen Attached: Yes No

Recipient Authorized Signatory Name: ; Title: ; Signature Specimen Attached: Yes No

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it is duly organized and validly existing under applicable law and has the power and authority to enter into this Dossier; (b) the person signing on its behalf is authorized to do so; (c) the information and Signature Materials delivered are true, correct and complete as of the Effective Date; and (d) receipt of any instrument executed in accordance with the Signature Materials may be relied upon by the other party absent actual knowledge of revocation.

5. AUTHENTICATION AND VERIFICATION

Signature Materials shall include, where applicable, notarized signature pages, delegations of authority, board resolutions, specimen signatures, and photographic identification. The receiving party may verify Signatory identity by comparing Signature Materials to the executed instrument and may rely on a certificate of authenticity provided by the producing party. Any digital or electronic signature method used shall comply with the parties' mutual standards and any applicable legal requirements for admissibility.

6. RETENTION AND ACCESS

The producing party shall retain original Signature Materials for a period of years from the Effective Date unless a longer period is required by law. Stored materials shall be retained in a secure location. Access to originals or certified copies will be granted to the requesting party upon reasonable written request and subject to confidentiality protections set forth in Section 7.

7. CONFIDENTIALITY

Each party shall treat Signature Materials as confidential and shall not disclose them except to its officers, counsel, auditors, or as required by law. Disclosure shall be limited to the minimum necessary and subject to confidentiality obligations at least as protective as those in effect between the parties. Notwithstanding the foregoing, redaction for privacy and compliance purposes is permitted where required.

8. INDEMNIFICATION

Each party shall 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 its representations or warranties in this Dossier, or arising from its negligent or willful failure to comply with the procedures for authentication set forth herein.

9. REVOCATION AND AMENDMENT

Authority granted under this Dossier may be revoked or amended only by a written instrument signed by the party issuing the authority and delivered to the other party at the Notices address set forth below. Revocation shall be effective upon receipt by the other party; however, reliance taken in good faith prior to receipt shall remain binding.

10. NOTICES

All notices under this Dossier shall be in writing and delivered to the addresses or contacts set forth below. Notice shall be effective upon receipt when delivered by hand, courier, or electronic transmission with confirmation when sent to the designated email address.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS DOSSIER OR THE USE OF SIGNATURE MATERIALS. THE AGGREGATE LIABILITY OF EACH PARTY ARISING FROM OR RELATING TO THIS DOSSIER SHALL NOT EXCEED DIRECT DAMAGES PROVED BY THE CLAIMING PARTY.

12. COUNTERPARTS; ELECTRONIC COPIES

This Dossier may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Facsimile, photographic or electronic copies (including PDF or other agreed electronic formats) of signatures shall be admissible and enforceable to the same extent as original signatures, provided such copies are accompanied by the identifying information set forth in this Dossier.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Dossier shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. If any provision of this Dossier is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Dossier constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings relating to the same.

14. WAIVER

No failure or delay by either party in exercising any right under this Dossier shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude other or further exercise of that right or the exercise of any other right.

15. MISCELLANEOUS

Any amendment to this Dossier must be made in writing and signed by authorized representatives of both parties. The parties agree to execute and deliver such further documents and instruments as may be reasonably necessary to carry out the purposes of this Dossier.

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