Electronic Data Interchange Trading Partner Agreement

Electronic Commerce or Trading Partner Agreement

This Electronic Commerce Agreement is made on the , between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Purchaser, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Seller.

This Agreement is being made by and between the following parties in order to facilitate their transacting business via electronic exchanges.

Purchaser:

Name

Address

Telephone Number

Primary E-Mail

Seller:

Name

Address

Telephone Number

Primary E-Mail

1. Parties Intend to be Bound by Electronic Exchanges

Both parties to this Agreement hereby evidence their intention to be bound by the electronic exchanges as described herein and specifically agree as follows:

A. The parties agree that no separate “writing” shall be required in order to make their electronic transactions legally binding, notwithstanding any contrary requirement in any law.

B. The parties agree that no “signature” shall be required in order to have legally enforceable electronic transactions between them.

C. The parties hereby agree that neither will raise any defense of lack of writing or lack of signature or any other similar defense based upon a “Statute of Frauds” or similar rule in any dispute which may arise between them for any transaction entered into through electronic data interchange.

2. Offer and Acceptance

Electronic transmission of an order by Purchaser to Seller shall be effective as an offer when it is received on the Seller’s terminal. Said offer shall be accepted by Seller in any one of the following ways:

A. Via electronic transmission of an acknowledgment, acceptance or receipt of the offer; or

B. The shipment of the goods called for in the offer.

3. Terms of the Transaction(s)

The terms of any electronic transaction shall be those terms and conditions that may be contained in the electronic data transmissions, plus the terms and conditions attached hereto as Attachment A.

4. Miscellaneous

A. Nothing in this Agreement shall be deemed to create any responsibility of either party to buy or sell any specific goods. This Agreement is solely intended to facilitate the handling of electronic transactions between the parties. Neither party shall be entitled to, or required to do any certain amount of business with the other, nor shall either party be required to do business with the other for any certain period of time.

B. This Agreement may be terminated by either party by giving days written notice to the other. Such termination of this Agreement shall not affect any transactions entered into before the effective date of the termination, even if the performance of such transactions is to take place after the effective date of termination.

C. The parties agree that the documents to be exchanged electronically, the format to be used, and the products covered are those identified and mutually agreed upon by both parties. While it is the intent of both parties to use electronic transmission to the extent practical, this Agreement does not preclude the exchange of documents by other methods when required by special circumstance.

D. The parties agree to adopt and maintain reasonable security procedures to ensure that: (1) documents transmitted electronically are authorized; (2) business records and data are protected from improper use; and (3) access codes and electronic identification codes are adequately secured.

E. This agreement shall be governed by the laws of the State .

5. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

WITNESS our signatures as of the day and date first above stated.