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2 ACC Roundtable Discussion: Using Electronic Signatures In-House May 18, 2016 Presented By: Small Department Law Committee Law Department Management Committee New to In-House Committee

3 Agenda Introduction and Agenda Presentation by Moderator What is an electronic signature? Definitions Types Legal Foundation for Electronic Signatures United States International Roundtable Discussion Q&A

4 Panelists Amy Duvanich Associate General Counsel. Amy implemented an electronic signature solution and a process for onboarding vendors using an electronic signature template, approval, and signing process. Amy notes that, depending on your technical abilities, implementation may takes some time on the font end, but know that it will save you plenty of time in the end. David Munn General Counsel, Pramata Corporation. David implemented an electronic signature solution in his organization and now uses electronic signatures for almost anything that needs a signature, including NDAs, HR onboarding, sales contracts, contractor agreements, leases, and insurance applications. David says that implementing and electronic signature solution is probably the most successful technology and contracts process improvement initiative we ve done at my company. John Bates General Counsel, Clarity Solutions Group. John is a big advocate of electronic signatures and has experience using and implementing electronic signature solutions both mid-sized and large organizations. John can speak to process, implementation, and data security.

5 Jonathan Felt General Counsel, UST Mfg LLC. Jonathan s responsibilities include guiding UST toward paperless documentation of the Company s manufacturing agreements, production records, policies and procedures pursuant to Part 11 compliance of 21 C.F.R. 111 (FDA requirements for dietary supplement manufacturing). Johnathan works with inhouse IT to develop software and procedures to ensure the authentication, control, and intent of each signature and advises UST Executives as to which forms of e-signature will be most appropriate to different documentation or contractual needs Matthew Hitchcock Corporate Counsel, FCCI Insurance. Matthew has used electronic signatures with internal-control documents, commercial lease agreements, standard nondisclosure and/or joint confidentiality agreements, and major IT agreements. Matthew also researched and pushed for the adoption of electronic signatures for affidavits of service that are completed in the field by the process server using a smart phone or tablet when notarization is not required. Preston Koerner Corporate Counsel, Progressive Leasing. Progressive Leasing utilizes electronic signatures for thousands of micro-ticket consumer leases at retailers across the country and for most corporate contracts and vendor agreements. Prior to working at Progressive Leasing, Preston was Corporate Counsel and Secretary at TAB Bank, where he implemented the process to combine electronic signatures with a third-party vault to store electronic chattel paper files for small-ticket equipment finance transactions.

6 What is an Electronic Signature? Sound, symbol, process Associated with record Executed or adopted By a person With intent to sign An electronic signature doesn t need to look like a handwritten signature

7 Electronic Signatures are Everywhere, and Come in Many Forms

8 Types of Electronic Signatures (Concepts) esignature Advanced (AES) Qualified (QES) any electronic mark or process used to signify that a party intends to sign a record using a digital medium an esignature that involves the use of X.509 digital certificates and data encryption technology a local governmentcertified AES, usually using a secure signature creation device

9 Legal Foundation for Electronic Signatures (United States) State: The Uniform Electronic Transactions Act (UETA) has been passed in 47 states, with the other three states maintaining different but comparable electronic signature laws Federal: The Electronic Signature in Global and National Commerce (ESIGN) of 2000 specifically preempts any state law that would require or give greater legal status to a particular electronic signature technology Central Concept of UETA, ESIGN, and other state laws: A signature, contract, or other record related to any transaction may not be denied legal effect, validity, or enforceability solely because it is in electronic form.

10 Legal Foundation for Electronic Signatures (International) Most Common law jurisdictions, including the US, Canada, the UK, and Australia, follow a minimalist model, where electronic signatures are the legal equivalent of a handwritten signature. Most Civil Law countries (including most of Europe and Latin America) follow a two tier approach to electronic signature, modeled on the 1996 UNCITRAL Model law on Electronic Commerce. Simple electronic signature is admissible as evidence, and generally sufficient for commercial transactions Qualified Electronic Signature may have extra legal weight (such as a presumption of authenticity), or may be required for certain purposes, such as submitting documents to government agencies.

11 Legal Foundation for Electronic Signatures (International) European Directive 1999/93/EC & eidas On July 1, 2016, eidas will repeal, replace, or modify any inconsistent laws of EU member states (including the existing EU Directive) eidas clarifies the existing rules regarding electronic and digitals signatures and reaffirms that an electronic signature "shall not be denied legal effect and admissibility as evidence in legal proceedings solely based on the fact that it is in electronic form 45+ countries have laws enabling electronic signatures Most electronic signature service providers provide legality guides and resources summarizing electronic signature laws in many countries Electronic signatures are being used by thousands of companies of all sizes across the globe today

12 In Sum Although there are some exceptions and restrictions regarding electronic signatures based on statutory requirements or cultural and organizational preferences, the vast majority of transactions can completed using a a basic electronic signature The risk of a challenge is very low With millions of transactions being completed digitally on a daily basis, there is very little case law focused on the electronic aspect of a signature Disputes are more likely to arise regarding evidentiary questions (i.e., can the signature be attributed to the signer and has the record been altered?) The question you should be asking is not are electronic signatures legal but, rather, how can I use electronic signatures in my organization today?

13 Roundtable Discussion Panelists experiences with electronic signatures First experiences and impressions Types of use and transactions Internal reception External reception Impact and benefits Best Practices Implementation Internal controls and electronic signature policies Signing processes and workflows Tracking and auditing Authentication and security Storage Storage and record retention Benefits Cost Time Efficiency Tracking Security Availability Top considerations for choosing an electronic signature provider Signing experience and functionality (ease of use) Security Storage and disaster recovery Uptime and support Mobile, tablet signing, and integrations Language and international support Reputation and experience Authentication options

14 Q & A Paper Record 5/1/2013 Tamper-proof container 5/1/2013 8:41:12 PM EST name@ .com IP: ID Proofing Options: One Time Password Phone Authentication Knowledge Based Authentication Witnessed Signing Digital Certificate Validation

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