EDI Validation Template

EDI Validation Template

Parties

This EDI Validation Template (the Agreement) is entered into by and between:

WHEREAS

WHEREAS, Client and Provider desire to establish formal validation procedures for Electronic Data Interchange (EDI) transmission and processing to ensure compliance with agreed standards, transaction integrity, and mutually acceptable acceptance criteria; and

WHEREAS, Provider represents that it has the technical capability and personnel to perform EDI validation tests and to document results, and Client requires such validation prior to production trading; and

WHEREAS, the parties wish to define the scope, schedule, acceptance criteria, payment terms, confidentiality obligations, and dispute resolution mechanisms applicable to such EDI validation services.

Scope of Work

Provider shall perform EDI validation services as described below. Services include test planning, execution of test cases, validation of transaction sets, error reporting, remediation guidance, and final sign-off documentation.

EDI Identifiers & Protocols

Sender ID:    Receiver ID:

ISA Qualifier:    GS ID:

Protocols to be used: AS2 SFTP HTTPS FTP

Transaction Sets and Test Cases

Transaction sets to be validated (enter standard names or codes and a brief description):

Validation Environment & Reporting

Issue Tracking & Resolution

Provider shall log validation exceptions and corrective actions. Critical defects must be acknowledged within calendar days and pursued to resolution in accordance with the escalation process described below.

Payment Terms

Total Fee: $

Late Payment: applied to overdue amounts, plus reasonable collection costs.

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice. Termination for convenience by either party requires days' prior written notice.

Confidentiality

Each party shall treat as Confidential Information all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes test data, sample payloads, credentials, defect reports, and remediation plans.

Confidential Information shall not be disclosed to third parties except (i) to employees, contractors or agents on a need-to-know basis who are bound by comparable confidentiality obligations, (ii) as required by law or regulation, or (iii) with the disclosing party's prior written consent. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations in this section shall survive termination or expiration of this Agreement for a period of five (5) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations; Warranties; Liability

Each party represents that it has full corporate power and authority to enter into this Agreement. Provider warrants that validation services will be performed in a professional manner consistent with industry practice. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Neither party shall be liable for consequential, incidental, special, or punitive damages, except for liability arising from willful misconduct or gross negligence. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid hereunder in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law provisions.

Entire Agreement

This Agreement, including any schedules, appendices or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices required under this Agreement shall be sent to the addresses listed above or to such other address as a party may specify in writing. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

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