EDI Legal Application

EDI Legal Application

This Electronic Data Interchange (EDI) Legal Application (the "Agreement") is made as of Effective Date: by and between Provider Name: ("Provider") and Applicant Name: ("Applicant"). Provider and Applicant are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider operates an EDI network and associated services for the transmission, receipt and processing of standardized electronic business documents; and

WHEREAS, Applicant desires to obtain access to Provider's EDI services for the exchange of business transactions in accordance with the technical standards and business rules described in this Agreement; and

WHEREAS, the Parties intend to set forth the terms and conditions under which EDI access will be provided, including responsibilities for security, compliance, data handling and indemnification.

NOW THEREFORE, in consideration of the mutual covenants set forth below, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below unless the context otherwise requires:

"EDI Transaction" means an electronic document conforming to an accepted standards set forth in Section 4 which is transmitted between Parties for the conduct of business, including but not limited to purchase orders, invoices and advance shipment notices.

"Trading Partner" means the entity identified by an EDI identifier and authorized by Provider to exchange EDI Transactions under this Agreement.

2. SCOPE OF ACCESS AND SERVICES

Provider shall furnish Applicant with access credentials and necessary technical specifications to enable the transmission and receipt of EDI Transactions. Provider's obligations are limited to the delivery and transmission services expressly set forth herein; Provider shall not be responsible for Applicant's internal processing or mapping beyond the agreed integration points.

Applicant shall use the EDI services only for Authorized Transactions as specified and shall ensure that all transmitted content complies with mandated formats, value-added network rules and any applicable trading partner agreements.

3. IDENTIFIERS, CONTACTS AND TECHNICAL INFORMATION

4. STANDARDS AND AUTHORIZED TRANSACTION SETS

Applicant and Provider shall adhere to the technical standards and version releases specified in writing by Provider. The Parties agree that the following transaction sets are authorized for exchange (select all that apply):

810 — Invoice 850 — Purchase Order 856 — Ship Notice/Manifest Other:

5. SECURITY, ACCESS AND DATA PROTECTION

Applicant shall implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of the data transmitted, including but not limited to access controls, encryption in transit and at rest where required by law, unique credentials for each Trading Partner and logging sufficient to permit audit and troubleshooting.

In the event of a suspected or confirmed data breach affecting EDI transmissions or Provider systems, the discovering Party shall notify the other Party no later than calendar days after discovery and shall cooperate in mitigation and regulatory reporting as required by law.

6. WARRANTIES, REPRESENTATIONS AND COVENANTS

Each Party represents and warrants that it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Applicant warrants that all information provided for setup is true, accurate and complete and that Applicant has the requisite authority to transmit the EDI Transactions authorized herein.

7. FEES AND PAYMENT

Unless otherwise agreed in writing, fees are payable within days of invoice. Late payments accrue interest at the lesser of 1.5% per month or the highest rate permitted by law.

8. CONFIDENTIALITY

Each Party shall treat as confidential all non-public information received from the other Party in connection with this Agreement ("Confidential Information") and shall not disclose Confidential Information except to its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information shall not include information that is or becomes publicly available other than through a breach of this Agreement.

9. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any third-party claims arising out of (a) the Indemnifying Party's breach of this Agreement, (b) the Indemnifying Party's negligence or willful misconduct, or (c) the Indemnifying Party's violation of applicable law in performing under this Agreement. The Indemnified Party shall provide timely written notice of any claim and cooperate in the defense; failure to provide such notice shall not relieve the Indemnifying Party except to the extent materially prejudiced.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY APPLICANT TO PROVIDER FOR THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES.

11. TERM, TERMINATION AND SUSPENSION

The term of this Agreement shall commence on the Effective Date and continue until terminated by either Party upon written notice delivered at least days in advance. Provider may suspend or terminate Applicant's access immediately upon reasonable belief of a material security breach or material nonpayment by Applicant.

12. NOTICES

Notices shall be in writing and shall be deemed given upon personal delivery, three days after deposit in the U.S. mail with postage prepaid, or upon confirmed electronic delivery to the technical or billing contacts provided above.

13. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by both Parties. No waiver of any breach shall constitute a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state whose name appears below without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located therein for any dispute arising out of or related to this Agreement.

15. ENTIRE AGREEMENT

This Agreement, together with any written schedules, exhibits and appendix signed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to such subject matter.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a substitute provision that preserves the original intent.

EXECUTION

Each Party signing below certifies that the individual executing this Agreement on its behalf is duly authorized to bind such Party to the terms and conditions hereof.

Sign Now