Electronic Data Interchange Agreement


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									This Electronic Data Interchange Agreement sets forth terms for the electronic
exchange of data between two or more parties. This agreement ensures that
documents exchanged electronically have the same force and protections as hard
copies of documents exchanged through non-electronic venues. It contains numerous
standard provisions and may be customized to fit the specific needs of the parties. Any
business exchanging data over the internet regularly through websites, email, or other
electronic means can protect its interests legally through the use of this agreement.

This Electronic Data Interchange Agreement (“Agreement”) is made this ____ day of _______,
20__, by and between _____________ (“Entity A”) [Comment: Replace “Entity A” with a
generic label, such as “Company,” or with an abbreviated version of the full name of the
party], whose address is ___________________ and between _____________ (“Entity B”)
[Comment: Replace “Entity B” with a generic label, such as “Company,” or with an
abbreviated version of the full name of the party], whose address is


WHEREAS, Entity A and Entity B (together, the “Parties”) seek to facilitate the electronic
exchange of information by electronically transmitting and receiving data in agreed formats
(“Electronic Transmissions”) as a replacement for conventional paper-based documents; and

WHEREAS, the use of this Agreement is mutually beneficial to the Parties, and both parties
intend for all such transactions that comply with applicable requirements to be legally binding,
valid and enforceable; and

WHEREAS, this Agreement prescribes the general procedures and policies to be followed when
using Electronic Transmissions to transmit and receive information in lieu of conventional paper-
based documents;

NOW THEREFORE, the parties, intending to be legally bound, agree as follows:


1.     Documents; Standards.

The Parties may electronically transmit to, or receive from, each other various documents and
acknowledgements ("Electronic Documents"). All Electronic Documents shall be transmitted in
accordance with the terms of this Agreement. Any transmission of data that is not an Electronic
Document shall have no force or effect between the parties unless justifiably relied upon by the
receiving party.

2.     Third-Party Service Providers.

Electronic Documents will be transmitted electronically to each Party, as set forth in all the
Electronic Documents referenced, and terms and conditions listed herein, either directly or
through any third-party service provider ("Provider") with which either Party may contract.
Each Party shall be responsible for the costs and performance of any Provider with which it
contracts. Each Party shall be liable for the acts or omissions of its Provider while transmitting,
receiving, storing or handling Electronic Documents, or performing related activities, for such
Party; provided, that if both the Parties use the same Provider to effect the transmission and
receipt of an Electronic Document, the originating Party shall be liable for the acts or omissions
of such Provider as to such Electronic Documents.
3.      System Operations.

Each Party, at its own expense, shall provide and maintain the equipment, software, services
and testing necessary to effectively and reliably transmit and receive the Electronic Documents.

4.      System Changes.

The Parties shall not make any changes in systems operations which impair the mutual
capabilities of the Parties to communicate as contemplated by this Agreement.

5.      Security Procedures.

Each Party shall properly use those security procedures which are reasonably sufficient to ensure
that all transmissions of Electronic Documents are authorized and to protect its business records
and data from improper access.

6.      Signatures.

Each Party shall adopt as its signature an electronic identification consisting of symbol(s) or
code(s) which are to be affixed to or contained in each Electronic Document transmitted by
such party ("Signatures"). Each party agrees that any Signature of such Party affixed to or
contained in any transmitted Electronic Documents shall be sufficient to verify that such Party
originated such Electronic Documents. The Parties shall not disclose to any unauthorized
person the Signatures of the other Party.


1.      Proper Receipt.

Electronic Documents shall not be deemed to have been properly received, and no Electronic
Document shall give rise to any obligation, until accessible to the receiving Party.

2.      Verification.

Upon proper receipt of any Electronic Document, the receiving Party shall promptly and
properly transmit a functional acknowledgment in return. A functional acknowledgment shall
constitute conclusive evidence an Electronic Document has been properly received.

3.      Acceptance.

If acceptance of an Electronic Document is required, any such Electronic Document which has
been properly received shall not give rise to any obligation unless and until the Party initially

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transmitting such Electronic Document has properly received in return the agreed acceptance of
Electronic Document.

4.      Garbled Transmissions.

If any properly transmitted Electronic Document is received in an unintelligible or garbled form,
the receiving Party shall promptly notify the originating Party (if identifiable from the received
Electronic Document) in a reasonable manner. In the absence of such a notice, the originating
Party's records of the contents of such Electronic Document shall control, unless the identity of
the originating Party cannot be determined from the received Electronic Document.


1.      Terms and Conditions.
This Agreement is to be considered part of any other written agreement referencing it.

2.      Confidentiality.
Electronic Documents and communications related to Electronic Documents under this
Agreement shall maintain the same degree of confidentiality, as they would have in the form of
paper records.

3.      Validity; Enforceability.
        A.      Any Electronic Document properly transmitted pursuant to this Agreement shall
                be considered, in connection with any Electronic Transmission, to be a "writing"
                or "in writing"; and any such Electronic Document when containing, or to which
                there is affixed, a Signature ("Signed Document") shall be deemed for all
                purposes (a) to have been "signed" and (b) to constitute an "original" when
                printed from electronic files or records established and maintained in the normal
                course of business.
        B.      The conduct of the Parties pursuant to this Agreement, including the use of
                Signed Documents properly transmitted pursuant to the Agreement, shall, for all
                legal purposes, evidence a course of dealing and a course of performance
                accepted by the Parties in furtherance of this Agreement.
        C.      The Parties agree not to contest the validity or enforceability of Signed
                Documents under the provisions of any applicable law relating to whether certain
                agreements are to be in writing or signed by the Party to be bound thereby.
                Signed Documents, if introduced as evidence on paper in any judicial, arbitration,
                mediation or administrative proceedings, will be admissible as between the

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                Parties to the same extent and under the same conditions as other business records
                originated and maintained in documentary form. Neither Party shall contest the
                admissibility of copies of Signed Documents under either the business records
                exception to the hearsay rule or the best evidence rule on the basis that the Signed
                Documents were not originated or maintained in documentary form.
        D.      No disagreement or dispute of any kind between the Parties, concerning any
                matter related to this Agreement or the performance thereof, shall permit either
                Party to delay or cease performing its obligations under this Agreement.


1.      Record Retention.
Each Party agrees to maintain either a paper copy or the electronic data required to create a paper
copy of each Electronic Transmission which it initiates during the term of this Agreement and
for at least _____(_) [Instruction: Enter length of time here. For example, "two (2) years".]

2.      Access.
Upon the reasonable request of either party, the other party shall make all of its books and
records relating to the performance of this Agreement and Electronic Transmissions pursuant
hereto available to the requesting party for inspection during the term of this Agreement and for
_____(_) [Instruction: Enter length of time here. For example, "two (2) years".] thereafter.

3.      Effect of Failure to Maintain.
In the event that the party to whom a request is made, fails to maintain an appropriate record of
any Electronic Transmission or fails to make such record available to the requesting party upon
reasonable request therefore, the requesting party’s record, if any, of such Electronic
Transmission shall be conclusive in any dispute regarding such Electronic Transmission.


1.      Termination.
This Agreement shall remain in effect until terminated by either party with not less than
_____(_) [Instruction: Enter length of time here. For example, "thirty (30) days"] prior
written notice, which notice shall specify the effective date of termination; provided, however,
that any termination shall not affect the respective obligations or rights of the parties arising
under any Electronic Documents or otherwise under this Agreement prior to the effective date of

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2.      Severability.
Any provision of this Agreement, which is determined to be invalid or unenforceable, will be
ineffective to the extent of such determination, without invalidating the remaining provisions of
this Agreement or affecting the validity or enforceability of such remaining provisions.

3.      Entire Agreement.
This Agreement constitutes the complete agreement of the Parties relating to the matters
specified in this Agreement and supersedes all prior representations or agreements, whether oral
or written, with respect to such matters. No oral modification or waiver of any of the provisions
of this Agreement shall be binding on either party. Modification or waiver of any of the
provisions of this Agreement shall be effective only by a paper-based writing signed by both
parties. No obligation to enter into any Transaction is to be implied from the execution or
delivery of this Agreement. This Agreement is for the benefit of, and shall be binding upon, the
Parties and their respective successors and assigns.

4.      Governing Law.
This Agreement shall be governed by, and interpreted in accordance with the laws of the State of
_________________[Comment: Select a state where one or more of the parties has an

5.      Arbitration.
The Parties agree that any claim or dispute between them or against any agent, employee,
successor, or assign of the other, whether related to this agreement or otherwise, and any claim
or dispute related to this agreement or the relationship or duties contemplated under this contract,
including the validity of this arbitration clause, shall be resolved by binding arbitration by the
American Arbitration Association (or name other firm providing arbitration services, i.e.,
National Arbitration Forum), under the Arbitration Rules then in effect. Any award of the
arbitrator(s) may be entered as a judgment in any court of competent jurisdiction. Information
may be obtained and claims may be filed at any office of the American Arbitration Association
or at Corporate Headquarters, 335 Madison Avenue, Floor 10, New York, New York 10017-
4605. Telephone: 212-716-5800, Fax: 212-716-5905, Website: www.adr.org. This agreement
shall be interpreted under the Federal Arbitration Act.

6.      Force Majeure.
No Party shall be liable for any failure to perform its obligations in connection with any
Electronic Transmission or any Document, where such failure results from any act of God or
other cause beyond such Party's reasonable control (including, without limitation, any
mechanical, electronic or communications failure) which prevents such Party from transmitting
or receiving any Documents. However, for purposes of this Section 6.5, acts or omissions of a
Provider shall not be deemed to be beyond the control of the Party contracting with the Provider.

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7.      Limitation of Damages.
Neither Party shall be liable to the other for any special, incidental, exemplary or consequential
damages arising from or as a result of this Agreement, including, but not limited to, any delay,
omission or error in the electronic transmission or receipt of any Documents pursuant to this
Agreement, even if either Party has been advised of the possibility of such damages.

8.      Assignment.
Neither Party may assign this Agreement or subcontract or delegate obligations hereunder,
except to Providers, without the prior written consent of the other, and such purported
assignment in the absence of such consent shall be null and void. The Parties agree that such
consent shall not be unreasonably withheld. Notwithstanding the foregoing, the Company may
assign this Agreement or subcontract or delegate obligations hereunder to an affiliate of the
American Electric Power System. When duly assigned in accordance with the foregoing, this
Agreement shall be binding upon and inure the benefit of the assignee.

9.      Notices.
Any notices required or permitted under this Agreement shall be sent to the Parties at their
respective addresses set forth below by first-class U.S. mail, facsimile copy followed by hard
copy, or private messenger, and shall be effective when received. Either Party may change its
address by notice to the other Party.

If to __________________                    _____________________
[Comment: Enter the full name               _____________________
for “Entity A” in this area]                _____________________
                                            Attention: ____________
                                            Fax: _________________

                                            [Comment: Enter address information in this
                                            area. Enter name or title of person to whom
                                            notices should be addressed.]

If to __________________                    _____________________
[Comment: Enter the full name               _____________________
for “Entity B” in this area]                _____________________
                                            Attention: ____________
                                            Fax: _________________

                                            [Comment: Enter address information in this
                                            area. Enter name or title of person to whom
                                            notices should be addressed.]

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10.     Effective Date.
       The effective date of this Agreement will be the latest of the dates shown on the signature
page of this document.

        IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused their
proper and duly authorized officers to execute and deliver this Agreement as of the day and year
first above written.

                                                    ENTITY A[Comment: Enter the full
                                                             name for “Entity A” in this

Date:      __________________________               By:    __________________________
                                                           [Authorized Officer ]

Date:      __________________________               By:    __________________________
                                                           [Authorized Officer ]

                                                    ENTITY B[Comment: Enter the full name
                                                             for “Entity B” in this area]

Date:      __________________________               By:    __________________________
                                                           [Authorized Officer ]

Date:      __________________________               By:    __________________________
                                                           [Authorized Officer ]

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