Qualified Electronic Signature Agreement

QUALIFIED ELECTRONIC SIGNATURE AGREEMENT

This Qualified Electronic Signature Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider: , entity type Individual Corporation LLC Other , with principal place of business at (hereinafter "Provider"), and Signatory: , entity type Individual Corporation LLC Other , with principal place of business at (hereinafter "Signatory"). Provider and Signatory may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider is a trust service provider authorized to issue, manage, and revoke qualified certificates and to operate Signature Creation Devices in accordance with applicable legal and technical standards; and

WHEREAS, Signatory desires to obtain and use a qualified electronic signature and corresponding qualified certificate issued by Provider to sign electronic records, and Provider is willing to provide such services to Signatory on the terms set forth herein; and

WHEREAS, the Parties intend that qualified electronic signatures created using the Service shall have the legal effect and evidentiary weight specified in laws governing qualified electronic signatures.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

1.1 "Qualified Electronic Signature" means an electronic signature that: (a) is created by a Qualified Signature Creation Device; (b) is based on a qualified certificate issued by a Qualified Trust Service Provider; and (c) meets the requirements of applicable law for qualified signatures.

1.2 "Qualified Certificate" means a certificate that links the signatory to a qualified electronic signature and that has been issued by Provider in accordance with relevant technical and legal standards.

2. PROVISION OF SERVICES

2.1 Provider shall, subject to Signatory's compliance with this Agreement, issue a Qualified Certificate to Signatory, provide access to a Signature Creation Device and associated software, and publish certificate status information necessary for relying parties to verify validity and revocation.

2.2 Provider shall perform issuance, management, and revocation of Qualified Certificates in a manner consistent with industry standards and the Provider's published operational practices and security policies maintained by Provider.

3. IDENTITY VERIFICATION; SUBSCRIBER INFORMATION

3.1 Signatory shall provide accurate identity information and any supporting documentation reasonably required by Provider to verify Signatory's identity. Provider's acceptance of such information is conclusive for issuance purposes.

3.2 Signatory represents and warrants that all information provided to Provider is true, complete and current. Signatory shall notify Provider promptly of any change to information provided for certificate issuance via Notices as provided in this Agreement.

4. USE OF QUALIFIED CERTIFICATE AND KEYS

4.1 Signatory shall use the Qualified Certificate and private key only for lawful, authorized purposes and in compliance with Provider's acceptable use policies. Signatory shall not permit any other person to use Signatory's private key.

4.2 Provider will, upon request and in accordance with Provider procedures, revoke a Qualified Certificate when required by law, upon confirmed compromise of the private key, or upon receipt of a revocation request from Signatory authenticated in accordance with Provider procedures.

5. ELECTRONIC RECORDS, SIGNATURES AND RELIANCE

5.1 The Parties consent to the use of electronic records and Qualified Electronic Signatures for all transactions contemplated by this Agreement. A record or signature made in electronic form shall have the same force and effect as a handwritten signature or an original paper document, to the extent permitted by applicable law.

5.2 Relying parties may rely on the Qualified Certificate and the Qualified Electronic Signature to the extent permitted by law, subject to verification of certificate status and compliance with any stated relying party limitations contained in the Qualified Certificate.

6. SECURITY, KEY MANAGEMENT, AND INCIDENTS

6.1 Provider shall implement and maintain technical and organizational measures to protect private keys, Signature Creation Devices, and certificate management systems commensurate with the risk and consistent with industry practices for qualified trust service providers.

6.2 Signatory shall safeguard any private key material and any authentication credentials issued to Signatory. Signatory shall notify Provider without undue delay upon any suspicion or confirmation of compromise, loss, or unauthorized use of private key material or authentication credentials.

7. FEES

7.1 Signatory shall pay Provider the fees for issuance, renewal, and revocation services as set forth below. Fee Amount: . Additional fees for expedited services or hardware tokens may apply as disclosed by Provider.

8. CONFIDENTIALITY

8.1 Each Party shall maintain in confidence any non-public information received from the other Party in connection with this Agreement and shall not disclose such information except as required by law or with the disclosing Party's prior written consent.

9. LIABILITY; INDEMNIFICATION

9.1 EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, AND SUBJECT TO APPLICABLE LAW, PROVIDER'S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AGGREGATE AMOUNTS PAID BY SIGNATORY TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9.2 Signatory shall indemnify, defend, and hold harmless Provider from and against any claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Signatory's breach of this Agreement, misuse or unauthorized disclosure of private key material, or fraudulent use of the Qualified Certificate.

10. TERM, SUSPENSION AND TERMINATION

10.1 This Agreement commences on the Effective Date and continues until terminated by either Party in accordance with this Section. Either Party may terminate this Agreement for material breach by the other Party if the breach is not cured within thirty (30) days after written notice.

10.2 Provider may suspend issuance or suspend or revoke a Qualified Certificate if required by law, on reasonable suspicion of misuse, or to mitigate security risks. Upon termination or revocation, Signatory's right to use the Qualified Certificate immediately ceases.

11. NOTICES

11.1 Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above or to such other address as either Party shall designate by notice to the other.

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. No course of conduct or failure to enforce any right shall constitute 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.

13. GOVERNING LAW

13.1 This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles that would apply the laws of another jurisdiction.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral.

14.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

15. MISCELLANEOUS

15.1 Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

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