Legal Signature Notice

LEGAL SIGNATURE NOTICE

This Legal Signature Notice (the "Notice") is made as of by and between Client Name: located at ("Party A"), and Recipient Name: located at ("Party B").

RECITALS

WHEREAS, Party A and Party B have negotiated or are negotiating the terms of one or more agreements identified as: (collectively, the "Agreements");

WHEREAS, the parties desire to set forth certain acknowledgments and procedures concerning signatures, the form of signature delivery, and reliance on executed signature pages;

WHEREAS, the parties intend that signatures delivered in any permitted form shall be binding and enforceable as provided in this Notice.

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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 Notice, the following terms shall have the meanings set forth below. "Electronic Signature" means any electronic symbol, process or sound attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record. "Signature Page" means a page or pages containing a party's executed signature to an Agreement, including without limitation originals, facsimiles, scanned copies, e‑mail, or electronic signature records.

2. CONSENT TO ELECTRONIC SIGNATURES

Each party expressly agrees that (a) signatures delivered by electronic means shall constitute original signatures for all purposes and shall be binding as if delivered in hard copy with original ink; (b) any party may rely upon a scanned, photographed or other reproduced image of a signature as constituting an original signature; and (c) each party waives any defense to the enforcement of a Signature Page based on the form of the signature, except to the extent a party proves forgery.

By checking the box below, the party executing this Notice acknowledges consent to receive and deliver Signature Pages electronically and to be bound by Electronic Signatures: I consent to electronic signatures

3. AUTHORITY AND REPRESENTATIONS

Each party represents and warrants that: (a) it has full corporate or individual power and authority to execute and deliver this Notice and to perform its obligations hereunder; (b) the individual executing this Notice on behalf of a party is duly authorized to do so; and (c) the execution, delivery and performance of this Notice will not violate any other agreement or instrument to which such party is bound.

4. EXECUTION; COUNTERPARTS

This Notice 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. Signature Pages transmitted by facsimile, electronic mail in portable document format (PDF) or other electronic transmission shall be treated as originals for all purposes.

5. DELIVERY AND RELIANCE

Each party may rely on a Signature Page transmitted electronically as if it were an original. Receipt of an electronic Signature Page by a party shall constitute delivery effective to bind the party executing that Signature Page, subject to the representations and warranties set forth herein.

6. CONFIDENTIALITY

Signature Pages and documents exchanged in connection with execution of the Agreements shall be maintained in accordance with any confidentiality obligations between the parties. Absent conflicting confidentiality obligations, each party shall treat executed Signature Pages as non-public confidential information.

7. INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party from and against any losses, liabilities, claims or expenses (including reasonable attorneys' fees) arising from any breach of the representations or warranties in this Notice, including claims arising from forgery, unauthorized signature or misuse of Signature Pages, except to the extent caused by the indemnified party's gross negligence or willful misconduct.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Notice shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by notice to the other party.

9. GOVERNING LAW

This Notice shall be governed by and construed in accordance with the laws of the state or jurisdiction selected below without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of its state and federal courts.

10. ENTIRE AGREEMENT

This Notice constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations and agreements, whether written or oral, relating to signatures and signature delivery for the Agreements.

11. SEVERABILITY

If any provision of this Notice is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be interpreted so as to give effect to the intent of the parties as reflected herein.

12. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Notice shall be effective unless in writing and signed by the party against whom enforcement of such amendment or waiver is sought. The failure of any party to enforce any provision shall not be construed as a waiver of such provision.

13. BINDING EFFECT

This Notice shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. No party may assign its rights or obligations hereunder without the prior written consent of the other party.

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