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 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. ELECTRONIC DATA INTERCHANGE 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 ______________________. RECITALS 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: SECTION I. PREREQUISITES 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. SECTION II. TRANSMISSIONS 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 Copyright © 2011 Docstoc Inc. 3 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. SECTION III. TRANSACTION TERMS 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 Copyright © 2011 Docstoc Inc. 4 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. SECTION IV. RECORDS AND ACCESS 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".] thereafter. 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. SECTION V. MISCELLANEOUS 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 termination. Copyright © 2011 Docstoc Inc. 5 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 office.] 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. Copyright © 2011 Docstoc Inc. 6 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.] Copyright © 2011 Docstoc Inc. 7 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 area] Date: __________________________ By: __________________________ [Authorized Officer ] [Title] Date: __________________________ By: __________________________ [Authorized Officer ] [Title] ENTITY B[Comment: Enter the full name for “Entity B” in this area] Date: __________________________ By: __________________________ [Authorized Officer ] [Title] Date: __________________________ By: __________________________ [Authorized Officer ] [Title] Copyright © 2011 Docstoc Inc. 8
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