Miscellaneous Docusign Options

MISCELLANEOUS DOCUSIGN OPTIONS

This General Business Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to engage Provider to render certain services and to execute and manage electronic documents using an electronic signature platform consistent with the options and parameters set forth in this Agreement; and

WHEREAS, Provider maintains administrative control over the electronic signature environment and agrees to make available to Client the DocuSign options selected below and to apply such options in the processing and execution of Client documents in accordance with the terms of this Agreement.

SCOPE OF WORK

DOCUSIGN OPTIONS

The parties agree that the following electronic signature and envelope configuration options shall apply to all documents processed under this Agreement. Selected options shall be implemented by Provider in the handling of Client documents.

Allow standard electronic envelope processing (default signing workflow)

Require recipient authentication (ID verification)

Enable remote notarization where permitted by applicable law

Permit recipients to upload attachments to envelope (with file type restrictions)

Maintain and provide complete audit trail (signing events, IP addresses, timestamps)

Enable envelope expiration after days (if selected)

Allow recipients to decline to sign (decline reason captured)

PAYMENT TERMS

Unless otherwise agreed in writing, all fees are due in accordance with the Payment Schedule. Payments not received within the stated period shall accrue the Late Fee and may result in suspension of Provider services until payment is made in full. Provider may recover collection costs, including reasonable attorneys' fees, for overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days in advance. Either party may terminate immediately upon material breach by the other party that remains uncured after 15 days' written notice of such breach. Termination does not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, customer lists, pricing, technical data and the contents of any documents processed through the electronic signature environment.

Receiving Party shall (a) hold Confidential Information in strict confidence and not disclose it to third parties except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein; (b) use Confidential Information solely for the performance of this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is (i) already known to Receiving Party without restriction at the time of disclosure; (ii) becomes publicly known through no wrongful act of Receiving Party; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law. Breach of this Section may cause irreparable harm for which monetary damages are inadequate; the disclosing party shall be entitled to injunctive relief in addition to other available remedies.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or order forms executed by the parties referencing this Agreement, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral, relating to the subject matter hereof. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach of this Agreement shall constitute a waiver of any other or subsequent breach. The parties acknowledge and agree that electronic signatures, including but not limited to signatures applied through DocuSign or another electronic signature platform, shall have the same force and effect as handwritten signatures, and the parties consent to the use of electronic signatures to execute documents governed by this Agreement.

Notices required under this Agreement shall be given in writing to the addresses below or to such other addresses as the parties may designate in writing. Notices delivered by email shall be effective upon receipt if no rejection is received.

The parties have executed this Agreement through their authorized representatives as of the dates set forth below.

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