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Although the federal Electronic Signatures in Global and National Commerce Act and various state enactments of the Uniform Electronic Transactions Act have validated the use of electronic contracting methods in most transactions, both of these enactments make the use of electronic contracting methods voluntary and a matter of agreement between contracting parties. A company wishing to use electronic contracting methods may wish to make specific provision for the use of such methods in its master agreements with vendors and other contracting parties. Among the issues that should be considered in drafting such a provision are the following: � Will e-mail be the preferred or exclusive means of electronic communication between the parties? � Will purchase orders be submitted by the completion of an online, Web-based form? � Will digital signatures be required, or will simpler forms of electronic signatures such as passwords and token procedures be utilized? � What software or hardware requirements will need to be established to assure the requisite security and reliability standards? The following is a basic provision that might be included in a purchaser’s master agreement with a vendor, where the purchaser wishes to be bound only by purchase orders signed with a digital signature and submitted and acknowledged by e-mail. [SAMPLE CLAUSE] Vendor agrees that Purchaser may deliver all purchase orders to Vendor by e-mail (each such purchase order an “Electronic Purchase Order” or “EPO”). Vendor shall accept each EPO by confirming (via email) its receipt and acceptance of the EPO. Vendor agrees that electronically accepting any EPO, to the fullest extent permitted by applicable state and federal law, is commensurate with executing a legally binding printed copy of the purchase order, as applicable. The parties agree that any such EPO shall meet the following standards or such revised standards of which Purchaser, in its sole discretion, provides reasonable prior electronic notice to Vendor: (1) each e-mail containing an EPO shall be effectuated utilizing Digital Signatures (as defined below); (2) the EPO shall be substantially in the form attached hereto as Schedule A; (3) the EPO shall be write-protected to prevent manipulation of its terms and conditions; and (4) the EPO shall be binding on Purchaser only if it is issued by an authorized purchasing agent designated by Purchaser on Schedule B hereto or otherwise designated by Purchaser in writing or by e-mail. For purposes of this Agreement, the term Digital Signature means an electronic identifier which is (i) unique to the person using it, (ii) capable of being verified, (iii) under the sole control of the person using it, (iv) attached to or associated with data in such a manner that authenticates the attachment of the signature to particular data and the integrity of the data transmitted, and (v) is intended by the party using it to have the same force and effect as the use of a signature affixed by hand. Diane Duhaime is an attorney in the Connecticut office of Brown Raysman Millstein Felder & Steiner, www.brownraysman.com.

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