Attorney David Castor walks us through the E-Sign act and Isaac Pellerin of TinderBox highlights how to streamline and automate your sales proposal process. TinderBox provides the smart way to create, manage, and track interactive proposals (and other business communication)

1. How the E-Sign
Act Benefits
Your Business

2. David Castor
Entrepreneur / Finance Attorney and Managing Partner
at Alerding Castor Hewitt, LLP
Capital Structuring, Securities & Private Equity, General
Counsel to Highly Scalable Tech Companies, Mergers &
Acquisitions, Business Litigation, Wealth Management
www.alerdingcastor.com; dcastor@alerdingcastor.com
Co-founder of and angel investor in several tech companies
Education:
Purdue Undergrad
dcastor@alerdingcastor.com Butler MBA
IU Law

3. Brief History
• The principle of contract acceptance by manifestation other than
written signature is ancient (e.g., the King’s seal)
• The principle of electronic signature is historic (e.g., telegraph
signatures recognized as valid acceptance of contract in late 19th
century)
• EULAs have utilized shrink-wrap, click-wrap and browse-wrap
acceptance of contract since the 1980s

4. Contract Law
• Must have clear, conspicuous
and affirmative consent
• Consent does not have to be a
written signature – merely an
objective manifestation of
consent (e.g., click “I agree”
button)
• Signer must have
authorization to sign

5. Governing Laws
State:
Every state has an electronic signature law
Indiana: IC 26-2-8 - Uniform Electronic Transactions Act
Federal:
Electronic Signatures in Global and National Commerce Act (“E-Sign
Act”), 15 U.S.C. §§7001-7006; Effective October 1, 2000
http://www.gpo.gov/fdsys/pkg/PLAW-106publ229/pdf/
PLAW-106publ229.pdf

6. E-Sign Act
• Electronic Signature is “an electronic sound, symbol, or process,
attached to or logically associated with a contract or other record and
executed or adopted by a person with the intent to sign the record”
• Note that regulatory agencies may issue rules interpreting E-Sign for
their particular field

7. E-Sign Act
Some exceptions:
• Wills, testamentary trusts
• Family law matters
• Several UCC provisions outside of sales and leases
• Court orders
• Legal Notices (e.g., termination of utility services; termination of
health or life insurance; Recall or material failure of product for health
and safety issues; Hazardous materials)

8. YOY Impact of E-Signatures
Users of digital documents & e-signatures All Others

9. Maximizing the Benefits
• Improve your presentation for a better proposal experience
• Maintain consistency and control with a centralized library
• Save time by automating the creation of the proposal
• Gain actionable insight into prospect behavior
• Preserve document integrity by redlining one centralized document

10. Improve Your Presentation

11. Maintain Consistency and Control

12. Automate Proposal Creation

13. Gain Actionable Insight

14. Redline One Centralized
Document (no merging)

15. Best Practices
• Require the signer to make specific and affirmative action to “sign”
the document
• Clearly state that by clicking “Accept” the customer is agreeing to
the particular agreement
• Many companies use a multi-step approach (e.g., (1) click “Buy”; (2)
then in pop up box check box that you have read the scroll down
agreement; and (3) click “Accept”)
• Consider using a scroll agreement (e.g., iTunes) or process that
requires the customer to open the agreement before signing
• Record and securely store the date, time and signature