Legality of Electronic Signatures Scott Trainor, Deputy General Counsel, DocuSign Nic Wolfe, Corporate Counsel, DocuSign DOCUSIGN CONFIDENTIAL

Agenda Primer on Electronic Signatures State of the Law in California Exceptions Case Law Support DOCUSIGN CONFIDENTIAL

What is an Electronic Signature? Sound, symbol, process Associated with record Executed or adopted By a person with intent to sign DOCUSIGN CONFIDENTIAL

Digital Signature vs. Electronic Signature DOCUSIGN CONFIDENTIAL

Electronic Signature Legal sufficiency vs. attribution 9/15/2016 Electronic Signature Legal sufficiency vs. attribution UETA answers the question “is it a signature?” Does NOT answer the question “is it your signature?” It’s all in the PROOF May be proven by any means, including surrounding circumstances or efficacy of agreed-upon security procedure Different risks may require different kinds of evidence How does your paper process provide proof? Could it be better?

The Keys to Enforceability 9/15/2016 The Keys to Enforceability Attribution Record Integrity At the heart of EVERY objection to going electronic is one or both of these concepts. If you know this, you are dangerous. ESIGN compliance is not the most important thing – it’s table stakes, and it’s only meaningful if ESIGN applies to the transaction These two things are key to proving WHO signed WHAT, and we do it BETTER THAN PAPER. Here’s how…

How DocuSign Assures Attribution 9/15/2016 How DocuSign Assures Attribution 1. Signer Identity 2. Audit Trail KBA or In Person Primary Multifactor add-ons Email Address Access Code Third Party ID Check DocuSign Account SMS Social ID Electronic Notary Federated/ SSO Phone Digital Certs Attribution requires proof of WHO signed and WHAT they signed Enterprise Add-On Standard Method Industry-Leading Choice of Authentication Options

Enforceability: The eSignature Difference 9/15/2016 Enforceability: The eSignature Difference Paper Record 5/1/2016 8:41:12 PM EST name@email.com IP: 192.156.22.122 ID Proofing Options: One Time Password Phone Authentication Knowledge Based Authentication Witnessed Signing Digital Certificate Validation 5/1/2016 Tamper-proof container So what’s more enforceable?

How DocuSign Assures Record Integrity Restricted Access Security Certifications Tags Email Access Code Recipient Roles Hashing and Encrypting Tamper Evident 

The Legal Foundation for Electronic Signatures 9/15/2016 The Legal Foundation for Electronic Signatures SECTION 16.5 Enactment of Sec 16.5 of the Government Code – 1995 UETA Uniform Electronic Transactions Act – 1999 ESIGN Electronic Signatures in Global & National Commerce Act – 2000 Permits CA state agencies to use digital signatures Adopted by California along with 46 other states + DC Recognizes the validity of electronic signatures in California business Federal version of UETA Instant 50-state baseline Recognizes the validity of electronic signatures in interstate commerce A conflict arises: Can state agencies use electronic signature?

Assembly Bill 2296 Clarifies that: Use of digital signature is discretionary Use of electronic signature is permitted under UETA standards DOCUSIGN CONFIDENTIAL

California-Specific Exceptions Classic Exceptions California-Specific Exceptions Laws governing wills, codicils or trusts; Laws governing adoption, divorce or other family law matters; All articles of the UCC (except Section 1-107, Section 1-206 and Articles 2 and 2A); and Court orders or other official court documents that a party must execute in connection with court proceedings Various notices focused on consumer protection, including notices of termination of health insurance, product recall, default under a residential mortgage and others; Any document accompanying the transportation of hazardous or dangerous materials The notice of cancellation regarding certain types telephonic solicitations Written authorization required by health care providers regarding release medical information Foreclosure, seizure, and collection notices Vehicle financing and seizure notices Health provider benefit notices Defect statements for property conversions Davis-Sterling Common Interest Development Act notices Fee-bearing post-dated check agreements Lemon law buyback notices Property seizure notices Pandlord/tenant notices and accounting statements The list goes on… DOCUSIGN CONFIDENTIAL

Case Law Support in California Espejo v. So. Cal. Permanente Med. Group. Ruiz v. Moss Bros. Auto Group, Inc. Sollner v. Linton. Court’s Focus: Attribution Issue: Whether email + logging into portal are sufficient forms of attribution for electronic signatures? Holding: Yes. Takeaway: Multiple forms of authentication increase attribution confidence Issue: Whether logging into home made portal is sufficient form of attribution for electronic signatures? Holding: No. Takeaway: Don’t build your own e-sign software Court’s Focus: DocuSign Issue: Whether the use of DocuSign is a valid means of entering into a lease in California Takeaway: DocuSign is recognized by courts across the world as a credible electronic signature provider DOCUSIGN CONFIDENTIAL

For more information, please contact your local DocuSign Sacramento Representative: Jennifer Baker Enterprise Account Executive, Public Sector Sacramento, California DocuSign Inc. (650) 561-5033 (Cell) jennifer.baker@docusign.com