Legal Signature Test

LEGAL SIGNATURE TEST

This Legal Signature Test Agreement (the Agreement) is entered into as of Effective Date: by and between Party A: located at and Party B: located at .

RECITALS

WHEREAS, each party desires to provide specimen signatures, to confirm the identity and authority of its signatories, and to establish procedures and evidentiary records for the acceptance and verification of signatures (the Signature Test); and

WHEREAS, the parties intend that the Signature Test and the records generated under this Agreement will be relied upon by the parties, their agents, successors and permitted assigns for the purposes set forth below; and

WHEREAS, the parties wish to reduce to writing their mutual obligations concerning the collection, verification, use and retention of signature specimens and related verification materials.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Specimen Signature" means a permanent record (handwritten, electronic image, or other media) of a signatory's mark provided and certified under this Agreement.

1.2 "Verification Materials" means signature samples, government or corporate identification copies, notarizations, attestations of authority, and any contemporaneous documentation created in the course of verifying a signature.

2. SCOPE OF SIGNATURE TEST

2.1 Each party shall deliver to the other the Specimen Signatures and accompanying Verification Materials identified in Section 2.2. Delivery may be by electronically transmitted image, certified physical copy, or other mutually agreed format.

2.2 Specimen Signatures to be delivered:

3. REPRESENTATIONS AND WARRANTIES

3.1 Each party represents and warrants that: (a) it is duly organized and validly existing under applicable law; (b) the person submitting each Specimen Signature is authorized to execute documents on behalf of the submitting party; and (c) the Specimen Signatures and Verification Materials are true, correct and complete to the best of its knowledge.

3.2 Each party further warrants that it will promptly notify the other party in writing if any previously submitted Specimen Signature is revoked, superseded, or becomes unreliable for verification purposes.

4. VERIFICATION PROCEDURE

4.1 Upon receipt of a document purportedly bearing a Specimen Signature, the receiving party may compare the signature against the authenticated Specimen Signature and Verification Materials. The parties agree that a reasonable and documented comparison consistent with industry standards constitutes prima facie verification for internal acceptance.

4.2 If a dispute arises as to authenticity, the parties agree to escalate verification through a mutually agreed independent examiner or expert whose written determination shall be admissible in proceedings between the parties.

5. USE, RELIANCE AND LIMITATIONS

5.1 Each party may rely on verified Specimen Signatures and Verification Materials for internal approvals, contract execution, and recordkeeping purposes. Reliance shall be subject to the limitations of this Agreement and applicable law.

5.2 Neither party warrants that verification under this Agreement will prevent fraud or forgery. Each party's sole remedy for breach of this Section shall be as set forth in Section 9 (Indemnification).

6. CONFIDENTIALITY

6.1 All Verification Materials and related communications exchanged under this Agreement are Confidential Information and shall be treated in accordance with the following covenant: each party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own similar information, but in no event less than reasonable care.

6.2 Confidential Information may be disclosed only to those employees, agents or advisors who have a need to know and who are bound by comparable confidentiality obligations.

7. RECORDS AND RETENTION

7.1 Each party shall maintain a secure, auditable record of Specimen Signatures and Verification Materials for a period of from the date of submission, unless a longer period is required by law.

8. INDEMNIFICATION

8.1 Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from a breach of that party's representations or warranties set forth in Section 3.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. TERM AND TERMINATION

10.1 This Agreement shall commence on the Effective Date and continue until terminated by either party upon thirty (30) days' prior written notice. Termination shall not relieve a party of obligations accrued prior to termination, including obligations with respect to retention and confidentiality of Verification Materials.

11. NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be effective upon receipt.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver of that right.

12.2 This Agreement 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. Facsimile, electronic image, or other reproduction of a signature shall be deemed an original for all purposes.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: , without regard to conflict of laws principles.

13.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and shall be interpreted so as to give effect to the original intent of the parties to the greatest extent permitted by law.

13.3 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written.

14. MISCELLANEOUS

14.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

14.2 Remedies. Except as otherwise provided, the remedies provided in this Agreement shall be cumulative and in addition to any other remedies available at law or in equity.

AUTHORITY

Each individual signing below hereby represents and warrants that they are duly authorized to execute and deliver this Agreement on behalf of the party for which they sign and that this Agreement constitutes a valid and binding obligation of such party enforceable in accordance with its terms.

Sign Now