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

2. Agenda Primer on Electronic Signatures State of the Law in California
Exceptions
Case Law Support
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3. What is an Electronic Signature?
Sound, symbol, process
Associated with record
Executed or adopted
By a person with intent to sign
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4. Digital Signature vs. Electronic Signature
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5. 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?

6. 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…

7. 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
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

8. Enforceability: The eSignature Difference
9/15/2016
Enforceability: The eSignature Difference
Paper Record
5/1/2016 8:41:12 PM EST
IP:
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?

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

10. 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?

11. Assembly Bill 2296 Clarifies that:
Use of digital signature is discretionary
Use of electronic signature is permitted under UETA standards
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12. 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 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…
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13. 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 + 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
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14. For more information, please contact your local DocuSign Sacramento Representative:
Jennifer Baker
Enterprise Account Executive, Public Sector
Sacramento, California
DocuSign Inc.
(650) (Cell)