Message-ID: <867112.1075845048705.JavaMail.evans@thyme> Date: Fri, 30 Jun 2000 02:14:00 -0700 (PDT) From: mark.haedicke@enron.com To: rpickel@isda.org Subject: E-Signature Protocol Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: Mark E Haedicke X-To: rpickel@isda.org X-cc: X-bcc: X-Folder: \Mark_Haedicke_Oct2001\Notes Folders\Sent X-Origin: HAEDICKE-M X-FileName: mhaedic.nsf Bob: This is something we are working on at Enron. Is this something ISDA has interest in taking a lead on? I think ISDA could add value by developing a standard approach to e-signatures. Mark ----- Forwarded by Mark E Haedicke/HOU/ECT on 06/30/2000 09:11 AM ----- Alan Aronowitz 06/27/2000 05:31 PM To: Mark E Haedicke/HOU/ECT@ECT cc: Subject: E-Signature Protocol Mark: Pursuant to our discussion last week, below is a rough draft of a proposal for an electronic signature protocol, which could be presented to ISDA for further consideration and discussion after we have further discussed: E-Signature Protocol Objective: In light of the enactment of the US federal legislation on electronic signatures (effective as of 10/1/00), a simple, reliable, and enforceable protocol should be established to facilitate the electronic execution of Master Agreements (and confirmations where required). To facilitate the wider use of electronic contracts, this protocol could be endorsed by ISDA. Hopefully, it would become a standard that others would use for all types of contracts. Perhaps, if necessary or helpful, the adoption of the protocol could be done electronically by each party unilaterally agreeing to abide by it, possibly using the same type of approach ISDA used in connection with the introduction of the EMU currency a few years ago. Initially, the protocol would be primarily applicable to U.S. counterparties, but it could be expanded to non-U.S. counterparties as e-signature laws like the new U.S. law are enacted across the globe. Basic Protocol: By adopting the protocol, each counterparty would agree that the relevant agreement may be electronically signed by complying with the following steps: 1) The parties negotiate and agree on a final form the relevant agreement, and appoint one of the parties ("First Party") to prepare the document for electronic signature; 2) The First Party prepares the final form in the PDF format (e.g., the body of the text could not be modified) with the exception of the blank signature blocks for each party to be placed on the last page of the agreement; 3) An authorized signatory of the First Party electronically signs the agreement (Note: this electronic signature could be accomplished by inscribing an electronic handwritten signature or the signatory typing in his/her name and title in the blank signature block); 4) The agreement, as electronically signed by the First Party, is sent via electronic means (e.g., by e-mail) by the First Party to the other party ("Second Party"); 5) An authorized signatory of the Second Party electronically signs the agreement (Note: this electronic signature could be accomplished by impressing an electronic handwritten signature or the signatory typing in his/her name and title in the signature block); 6) The agreement, as electronically signed by the Second Party, is sent via electronic means (e.g., by e-mail) by the Second Party to the First Party, accordingly, creating the fully executed agreement; and 7) Each party would be responsible for maintaining in its own electronic archives the agreement as electronically signed by the parties. Also, the following could be considered: (a) adding to the protocol that each party,by adopting the protocol, agrees to be bound by any agreement entered into by means of the protocol, and any other appropriate language to enhance the enforceability of the "e-signature" process and (b) adding to the preprinted form of the Master Agreement, a provision whereby each party adopts the electronic signature protocol endorsed by ISDA as in effect from time to time. Mark, I would be happy to discuss this draft proposal with you further at your convenience. Regards, Alan