EDI Integration Document

EDI INTEGRATION AGREEMENT

This EDI Integration Agreement (the Agreement) is entered into on by and between:

RECITALS

WHEREAS, Integrator provides electronic data interchange integration, mapping, transmission and support services and possesses technical expertise in implementing EDI connections between trading partners; and

WHEREAS, Client desires to establish an EDI connection with Integrator for the exchange of business transactions identified in this Agreement and to adopt the technical and operational specifications set forth herein; and

WHEREAS, the parties intend that the integration, testing, acceptance and ongoing production exchange will be governed by the terms and conditions of this Agreement.

SCOPE OF WORK

Integrator will deliver and implement the EDI integration services described below. Services shall include project management, mapping of Client's back-end interface, protocol configuration, testing and cutover support.

ANSI X12 EDIFACT AS2 FTP/SFTP XML/Web Services

850 Purchase Order 810 Invoice 856 ASN (Advance Ship Notice) 820 Payment Order Other:

TECHNICAL REQUIREMENTS & ACCEPTANCE

Integrator shall provide mapping, test cases, and connectivity documentation. Client shall provide sample data, access to systems, and a designated technical contact. Acceptance is conditioned upon successful completion of mutually agreed test cases and an acceptance sign-off.

Parties agree to complete testing within days from the delivery of completed mapping.

PAYMENT TERMS

Client shall pay Integrator the fees specified below for services under this Agreement. Fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the invoice due date until paid in full. Client shall be responsible for all reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term: This Agreement commences on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the proposed termination date. Either party may terminate immediately upon material breach by the other party that remains uncured for 30 days after written notice.

CONFIDENTIALITY

Each party acknowledges that in connection with the performance of this Agreement it may receive Confidential Information of the other party. Confidential Information means non-public information disclosed in any form that is marked confidential or that, under the circumstances, a reasonable person would understand to be confidential.

Receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to employees and contractors with a need to know who are bound by confidentiality obligations at least as protective as those herein; and (iii) protect Confidential Information with reasonable care, but no less than a reasonable standard of care.

Confidential Information shall not include information that is or becomes public through no fault of the receiving party, independently developed without use of Confidential Information, or rightfully received from a third party without restriction.

DATA SECURITY & COMPLIANCE

Integrator shall implement administrative, physical and technical safeguards appropriate to the sensitivity of the data exchanged, including encryption in transit and at rest where applicable. Integrator shall promptly notify Client of any unauthorized access or breach affecting Client data.

TLS/HTTPS AS2 Signing/Encryption PGP

LIMITATION OF LIABILITY & INDEMNIFICATION

Except for damages arising from a party's gross negligence, willful misconduct or breach of confidentiality involving personally identifiable information, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, even if informed of the possibility of such damages. The aggregate liability of either party for direct damages arising out of or related to this Agreement shall not exceed the total fees paid by Client to Integrator under this Agreement in the twelve (12) months preceding the claim.

Client shall indemnify, defend and hold harmless Integrator from and against claims arising from Client's use of the integration to transmit unlawful content or from Client's failure to comply with applicable laws in connection with transmitted data.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes by negotiation prior to pursuing litigation.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

Notices required under this Agreement shall be delivered to the addresses provided above. If any provision of this Agreement is found to be unenforceable, the remainder shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Integrator may assign to a successor in connection with a sale of substantially all of its assets.

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