Signature Agreement

SIGNATURE AGREEMENT

This Signature Agreement ("Agreement") is entered into as of by and between:

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain services related to the execution, verification, or management of signatures and related documentation as set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and systems necessary to perform the services described herein and is willing to perform such services under the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $

Late Payment Fee:    Late fee accrues on unpaid balances after days.

Client shall reimburse Service Provider for reasonable out-of-pocket expenses incurred in the performance of services, provided that any single expense in excess of $ is pre-approved in writing by Client.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver to Client all work in progress and shall be entitled to payment for services performed and expenses incurred through the effective date of termination, subject to offsets for Client's documented claims for breach.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by either party to the other, whether oral or written, 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, client lists, signature records, authentication procedures, and any documents bearing signatures or signature metadata.

Each party agrees: (a) to use Confidential Information solely to perform its obligations under this Agreement; (b) to restrict disclosure of Confidential Information to those employees, contractors, or agents who need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) to employ reasonable administrative, technical, and physical safeguards to protect Confidential Information from unauthorized access or disclosure.

The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets and signature authentication methods shall remain subject to protection for as long as they remain trade secrets under applicable law. A breach of this Confidentiality provision may cause irreparable harm for which monetary damages may be inadequate; accordingly, the non-breaching party shall be entitled to injunctive relief in addition to any other remedies.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

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

INDEPENDENT CONTRACTOR; ASSIGNMENT

Service Provider is an independent contractor and is not an employee, partner, or joint venturer of Client. Neither party may assign its rights under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid provision that most closely approximates the parties' original intent.

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