Legal Signature Stipulation

LEGAL SIGNATURE STIPULATION

This Signature Stipulation (the "Stipulation") is made and entered into as of Effective Date: by and between Party A Name: , a Entity Type: Individual Corporation LLC Partnership Other (), organized under the laws of and having a principal address at ; and Party B Name: , a Entity Type: Individual Corporation LLC Partnership Other (), organized under the laws of and having a principal address at .

RECITALS

WHEREAS, the parties anticipate delivering and exchanging multiple documents which require signatures in connection with their business dealings and recorded instruments; and

WHEREAS, the parties desire to establish agreed procedures and legal effect for signatures, including electronic, facsimile, and scanned signatures, to facilitate execution and filing without the need for original ink signatures on each individual document; and

WHEREAS, the parties wish to memorialize their mutual assent that signatures executed in accordance with this Stipulation shall be effective and binding for all purposes described herein.

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 acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Stipulation, 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 by a person with the intent to sign; "Facsimile Signature" means a photographic, scanned, photocopied, or otherwise reproduced image of an original ink signature; and "Document" means any agreement, instrument, filing, pleading, amendment, or related paper executed by the parties in connection with the transactions contemplated by the parties.

2. AUTHORITY TO EXECUTE

Each party represents and warrants that: (a) the individual executing this Stipulation on its behalf has full authority to bind that party; (b) any person purporting to sign a Document on its behalf pursuant to this Stipulation is authorized to do so; and (c) no further corporate, partnership, or other internal approvals are required to render any Document signed in accordance herewith valid and binding.

3. ELECTRONIC, FACSIMILE AND SCANNED SIGNATURES

The parties agree that signatures transmitted by electronic means, including but not limited to portable document format (PDF) attachments to electronic mail, facsimile transmission, image file transfer, or other method producing a clear, reproducible image of a signature, shall constitute an Electronic Signature or Facsimile Signature and shall be deemed original signatures for all purposes, enforceable to the same extent as original ink signatures.

The parties further agree that delivery of an Electronic Signature or Facsimile Signature shall establish a rebuttable presumption that the party delivering such signature intended to be bound by the Document so signed.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) execution and performance of this Stipulation and any Document signed pursuant hereto will not violate any agreement to which it is a party or any applicable law; (b) the signatures permitted hereunder will be attributable to the party whose signature they purport to be; and (c) it will maintain records of the identity of individuals authorized to execute Documents and of the methods by which Electronic Signatures are applied.

5. EFFECT AND BINDING NATURE

Any Document executed in accordance with this Stipulation shall be effective to bind the executing party and shall have the same force and effect as if an original ink signature had been provided, provided that a party may, upon reasonable request, require delivery of an original ink-signed counterpart within a commercially reasonable time for purposes of recordation or archival.

6. FILING, RECORDATION AND ORIGINALS

A party may file or record Documents bearing Electronic Signatures or Facsimile Signatures with any governmental or regulatory body, and such filing shall be treated as if an original signature were filed, to the extent permitted by applicable law. If a filing authority requires an original signature, the requesting party shall promptly supply an original ink-signed document upon reasonable notice and within a commercially reasonable period.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from any breach of any representation or warranty in this Stipulation, or from any claim that a signature accepted under this Stipulation was not authorized by the purported signer.

8. NOTICES

Notices shall be in writing and shall be effective upon receipt when delivered in person, upon confirmed transmission if sent by electronic mail where a receipt is acknowledged, or three (3) business days after deposit in the U.S. mail when sent first-class postage prepaid to the addresses provided above.

9. AMENDMENTS AND WAIVER

No amendment, modification or waiver of any provision of this Stipulation shall be effective unless in writing and executed by both parties. The waiver by either party of any breach of this Stipulation shall not constitute a waiver of any subsequent breach.

10. GOVERNING LAW

This Stipulation shall be governed by and construed in accordance with the laws of the State of , without regard to its principles of conflicts of law.

11. ENTIRE AGREEMENT

This Stipulation constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

12. SEVERABILITY

If any provision of this Stipulation is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed to best effectuate the parties' intent.

13. COUNTERPARTS AND ELECTRONIC EXECUTION

This Stipulation 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. Execution and delivery of this Stipulation by electronic means (including PDF) shall be equally effective as delivery of an original executed copy.

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