here's one. -----Original Message----- From: Slava Zharichenko [mailto:[EMAIL PROTECTED]] Sent: Wednesday, January 17, 2001 1:34 PM To: [EMAIL PROTECTED] Subject: Re: Question Can anybody post a couple examples of TP agreements. Thank you "Hurd, Richard A (Rich)" <[EMAIL PROTECTED]>@LISTSERV.UCOP.EDU> on 01/17/2001 01:14:03 PM Please respond to "Hurd, Richard A (Rich)" <[EMAIL PROTECTED]> Sent by: Electronic Data Interchange Issues <[EMAIL PROTECTED]> To: [EMAIL PROTECTED] cc: Subject: Re: Question We don't make a move without one. It establishes legal limits to the electronic transactions. It's the equivalent of a contract. > ---------- > From: Mary Scanlan[SMTP:[EMAIL PROTECTED]] > Reply To: Mary Scanlan > Sent: Wednesday, January 17, 2001 1:03 PM > To: [EMAIL PROTECTED] > Subject: Question > > <<File: mscanlan.vcf>> > How commonly are Trading Partner Agreements used? It was my > understanding that these agreements are pretty common. We have a new > Trading Partner who will not sign one and the people trying to set up > the account insist it is something they have never heard of and nobody > they have talked to have ever heard of such a document. > > ======================================================================= To contact the list owner: mailto:[EMAIL PROTECTED] Archives at http://www.mail-archive.com/edi-l%40listserv.ucop.edu/ ______________________________________________________________________ Important Email Information The information in this email is confidential and may be legally privileged. It is intended solely for the addressee. Access to this email by anyone else is unauthorized. If you are not the intended recipient, any disclosure, copying, distribution or any action taken or omitted to be taken in reliance on it, is prohibited and may be unlawful. If you are not the intended addressee please contact the sender and dispose of this e-mail. ======================================================================= To contact the list owner: mailto:[EMAIL PROTECTED] Archives at http://www.mail-archive.com/edi-l%40listserv.ucop.edu/Title: Model EDI Trading Agreement
|
Sample EDI Trading Agreement Note : This Sample Trading Agreement is intended as a recommended guide for companies which intend entering into a trading arrangement that utilizes EDI (Electronic Data Interchange) technology. Its intention is to describe a trading relationship which addresses the major issues impacting trading via EDI between parties. You and your trading partner may, or may not require an actual executed agreement. In any event, TranSettlements Network Services accepts no responsibility for reliance on the document nor for its use in a situation where the parties, with or without counsel, should use different or amended documents.Date Between Company A -- With offices at (address) -- And Company B -- With offices at (address): 1. Definitions In this agreement the following words have the following meanings: "Acknowledgment" means a response by the receiver that a Message has been received intact. "Message" means an identified and structured set of data transmitted electronically from one party to another. "Transaction Log" means a chronological log comprising, in relation to each Message, the elements as stated in Schedule A (1).2. Content of Messages A sender must include in each Message sent: (a) identification of the sender; (b) identification of the addressee; (c) the type of transaction; (d) criteria agreed between the parties verifying commencement of the Message and the conclusion of the Message for the purpose of verifying the integrity of the data transmitted; and (e) If relevant, the data elements mutually agreed between the parties specified in Schedule A (2) for that type of Transaction.3. Authentication [Optional] Each party must inform the other of an electronic symbol, code or password that the other party may rely on to authenticate a Message as being from the sending party. 4. Receipt of Transmission 4.1. The sender of an EDI message may request, an acknowledgment of receipt of the message from the receiver. Alternatively the parties may define in Schedule A (3), the extent to which any messages sent and received will be subject to an acknowledgment of receipt. [Optional] A message specified by the sender to be acknowledged, must not be acted upon before complying with that stated request for an acknowledgment has been received by said sender. 4.2. For the purpose of Clause 10.2 a Message is deemed to be made available to the information system of the receiver once an acknowledgment has been received by the sender. 5. Storage of Data Each party to a Message must maintain each entry in the Transaction Log in a form which can be retrieved on demand for a period of [7] years and, upon reasonable request, must make available a copy of the Transaction Log entry to the other party for inspection. 6. Confidentiality 6.1. Subject to clause 6.2, each party agrees to keep confidential any contents of a Message designated by the sender. 6.2. The obligations under 6.1 cease when (but only to the extent that) the Message or the information must, by law, be disclosed or has become public knowledge. 7. Termination/Amendment 7.1. This Agreement may be terminated by mutual consent, and a party may also terminate this Agreement by giving at least 30 days' notice in writing to the other party specifying the effective date of termination. The parties may amend this Agreement by each executing a written addendum setting out the amendment and specifying the date from which the amendment is to take effect. 7.2. Termination of this Agreement does not, of itself, effect a termination of any other agreement between the parties. 8. Evidence The parties shall not dispute that a Message passing between them is "in writing" or a "document" merely on the grounds that the Message was transmitted electronically. If a Message is authenticated in accordance with this Agreement, neither party shall dispute that such Message has been "signed" by the originating party. 9. Disputes and Law 9.1. The parties must attempt in good faith to resolve any dispute regarding this Agreement through negotiation. If not resolved within 14 days, the parties agree to attempt to resolve the matter by mediation using a mediator agreed upon in writing by the parties or, in the absence of such agreement, a mediator appointed by an appropriate Court. 9.2. If there is any dispute between the parties as to the contents of a Message, and if: (a) the recipient has kept a copy of the Message. (b) the recipient has sent an Acknowledgment in respect of that Message to the sender; and (c) the recipient has not altered the Message since it was received (the onus of proving any such alteration being on the sender), then the recipient's copy of the Message must be taken to be the binding version of the Message. If the conditions set out in the preceding sentence are not satisfied, the sender's copy of the Message must be taken to be the binding version. 10. Formation of Contract 10.1. The parties accept that transactions are validly formed by exchange of EDI messages, and expressly waive any rights to bring an action declaring the invalidity of a transaction concluded between themselves on the sole ground that the transaction took place by use of EDI. 10.2. Unless otherwise agreed, a contract made by EDI will be considered to be concluded at the time and the place where the EDI message constituting the acceptance of an offer is made available to the information system of the receiver. Executed as an agreement SIGNED by _______________________ SIGNED by ____________________
SCHEDULE A OPERATING PROCEDURES The purpose of this Appendix is to provide guidance as to the type of information that might be included as an attachment to the Trading Partner Agreement. Scope This appendix covers all procedures and operational information required to operate EDI interchanges in a secured and controlled manner between the parties. 1. Transaction Log Contents The recommended elements to include are: i) the time of dispatch/receipt by the party keeping the log; ii) the identity of the other party; iii) whether the Message was sent or received; v) the total length of the Message (character count); and vi) the complete record of all data transmitted in the Message. The parties should choose a method of storing the information whereby once it has been stored, the information cannot be altered in any way. A copy should be retained of the version of EDI translation software used at the time the message was created.. 2. Document Details Each party agrees to use EDI documents conforming to Version XXXX of the ANSI X12 recognized EDI Standard and/or any appropriate industry standards that are set in place. [NOTE: It may be appropriate to include copies of Documents/Segments that will be sent electronically.] 3. Acknowledgments Unless otherwise agreed, any acknowledgment does not imply acceptance of the value of the contents of the Message in the interchange. [NOTE: There has been much debate on the necessity of sending an acknowledgment in response to each document received. The parties should agree on an appropriate level of acknowledgment noting that a number of EDI systems automatically provide a Functional Acknowledgment (confirms the Message has been received) and have the availability for an Application Acknowledgment (acceptance of the contents of the Message). It is recommended that parties decide on a time limit within which acknowledgments will be sent.] SCHEDULE B The parties may agree to document other operating procedures which will impact on EDI Trading. 1. Testing, 'Going Live' Once each partner has installed the necessary EDI management and translation software they will exchange necessary mailbox, password and other information required to enable an EDI interchange to take place. Test documents are to be produced and sent to the trading partners, indicating that this document is a test document only. Both parties are to ensure that the data is being translated, interchanged and re-translated correctly before completing testing. [NOTE: Whenever possible it is recommended that a "test" mailbox scenario be used.] Once completion of successful testing is agreed, the system shall be deemed a production, or "live" system. Paper copies, where they exist, will continue to be sent until otherwise agreed by both partners. 2. Security The level of security (encryption, closed user group, etc.) should be in keeping with the type and value of information being transmitted between the parties and shall be agreed to solely by the parties. 3. Mailbox Details Details of the following should be stated for each party: Mailbox Name, ANSI X12 Standards Version (or other standards version being used), EDI management and translation software vendor and version. 4. Access to Mailbox Each party stipulates the frequency or time of day when they will access their mailbox and when acknowledgments will be sent. 5. Document Version/Release Migration Some comment as to how often various software will be updated or any anticipated migration path. |
