Business EDI Onboarding Agreement

Business EDI Onboarding Agreement

Parties

Recitals

WHEREAS, Client desires to exchange electronic business documents with Service Provider using electronic data interchange ("EDI") for the purposes expressly set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the technical capability, personnel and infrastructure to support EDI onboarding, testing and production exchange in accordance with the technical requirements and timetable described below; and

WHEREAS, the parties wish to set forth the respective responsibilities, fees and timelines governing the onboarding, testing and ongoing EDI exchange.

Definitions

For purposes of this Agreement, "Production" means the date on which EDI transactions are exchanged in the live environment; "Test" means the exchange of non-production transactions for validation; "Trading Partner ID" means the identifier used by each party to route EDI documents.

Scope of Work

Service Provider shall perform onboarding, testing, and implementation services necessary to enable exchange of the agreed transaction sets. Services include mapping, translation, connectivity setup, test coordination and production cutover support as further described below and in the Scope of Work particulars.

Technical and Transaction Specifications

Trading Partner ID:

EDI Standard: X12 EDIFACT Other

Transaction sets to be implemented (select all that apply and list others):

Connectivity method: AS2 SFTP VAN FTP Web Services

Payment Terms

Onboarding Fee: $ payable pursuant to the schedule below.

Late Fee: Amounts not paid within days of invoice due date shall incur a late fee equal to per month on the outstanding balance, or the maximum permitted by law, whichever is less.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for days after written notice. Either party may terminate for convenience upon providing days prior written notice.

Testing, Acceptance and Cutover

Test Start Date: . Expected Production Cutover Date: .

The parties shall complete mutually agreed test scenarios. Production cutover requires successful transmission and processing of the agreed set of test transactions and issuance of a written acceptance by Client or automated acceptance criteria as described in the Scope of Work.

Confidentiality

Each party shall treat as Confidential Information all non-public information disclosed by the other party in connection with this Agreement, including transaction data, mappings, certificates and connectivity credentials. Confidential Information shall not include information that is (i) lawfully known to the receiving party prior to disclosure, (ii) becomes publicly known other than through a breach of this Agreement, or (iii) is independently developed without use of the disclosing party’s Confidential Information.

Receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own similar confidential information, but not less than a reasonable standard of care. Receiving party may disclose Confidential Information to its employees, contractors or agents strictly on a need-to-know basis for performance of this Agreement provided such persons are bound by written confidentiality obligations no less protective than this Agreement.

Data Security and Privacy

Each party shall implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of the data exchanged, including encryption of files in transit and access controls. In the event of a security incident affecting the other party’s data, the party experiencing the incident shall notify the other party promptly and cooperate in mitigation and notification efforts.

Representations, Warranties and Liability

Each party represents that it has full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental or consequential damages. Each party’s aggregate liability for claims arising out of this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Indemnification

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising from its breach of this Agreement, its negligence, or its willful misconduct in connection with the performance of EDI services.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly by escalation to senior management before pursuing formal legal remedies.

Entire Agreement; Amendments

This Agreement, together with any exhibits or addenda executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous agreements, understandings, or communications, whether written or oral. Amendments or modifications must be in writing and signed by duly authorized representatives of both parties.

Notices

Insurance

Each party shall maintain commercially reasonable insurance coverage applicable to its performance hereunder, including general liability and cyber liability insurance where appropriate. Upon request, a party shall furnish evidence of insurance to the other party.

Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. Failure to enforce any provision shall not constitute a waiver of future enforcement. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

Signatures

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