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
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-
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
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.
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.
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.
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
4. Garbled Transmissions.
If any properly transmi