Monitoring Contract Signatures

MONITORING CONTRACT SIGNATURES AGREEMENT

Effective Date:

Monitoring Service Provider Name:    Client Name:

RECITALS

WHEREAS, Provider operates a monitoring service that observes, validates and records signature events, electronic execution, and related metadata for contractual instruments ("Monitoring Services"); and

WHEREAS, Client desires to engage Provider to monitor signatures executed in connection with Client's contractual processes and to receive reports, alerts and custody of audit records as set forth herein; and

WHEREAS, the parties wish to define the scope, payment terms, confidentiality obligations and the allocation of responsibilities related to the Monitoring Services.

PARTY CONTACTS FOR NOTICES

SCOPE OF WORK

Provider shall perform Monitoring Services including continuous observation of signature events, capture and secure storage of audit logs, verification of signature integrity, generation of execution reports, and notification to Client upon occurrence of specified signature events. Provider's obligations include maintaining a tamper-evident audit trail and providing reasonable support to validate signature authenticity as requested by Client.

PAYMENT TERMS

Total Fee: $ payable in accordance with the schedule below.

Late Payment: If any undisputed invoice is not paid within days of the invoice due date, Provider may charge interest at % per month on the outstanding balance or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date/End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breach remains uncured for days after written notice specifying the breach. Termination for cause shall not relieve the breaching party of liabilities accrued prior to termination.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Agreement, including audit logs, execution metadata, and reporting details (collectively, "Confidential Information"). Confidential Information shall not be used except for performance of obligations under this Agreement and shall not be disclosed to third parties except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

The confidentiality obligations shall survive termination for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

DATA SECURITY; RECORDS

Provider shall maintain administrative, technical and physical safeguards appropriate to the sensitivity of the monitored signature data to protect against unauthorized access, disclosure, alteration, or destruction. Provider shall retain audit logs and execution records for days unless otherwise agreed in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law, and the parties submit to the exclusive jurisdiction of the state and federal courts located therein for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement (including all schedules and attachments, if any) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations and agreements, whether written or oral. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Each party represents and warrants that it has the full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder. Neither party shall assign this Agreement without the prior written consent of the other, except that either party may assign to a successor by merger or sale of substantially all assets provided the assignee assumes the assigning party's obligations.

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith to replace the unenforceable provision with a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the unenforceable provision.

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