A checklist for technical annex, summarizing certain content requirements for a technical annex to be attached to any actual agreement
The Model Interchange Agreement has been prepared for use among commercial trading partners. In order to be used with administrative or official agencies or for consumer transactions, appropriate revisions will be required.
MODEL INTERCHANGE AGREEMENT
This Interchange Agreement (the "Agreement") is concluded by and among insert names and addresses of the parties (hereinafter referred to as "the parties") as of ____,19__. By this agreement, the parties, intending to be legally bound, hereby agree as follows:
SECTION 1: SCOPE AND STRUCTURE
1.1. Scope
This Agreement governs any electronic transfer of Messages between the parties. Except as expressly provided, this Agreement does not govern any other relationships, contractual or not, in the context of which Messages are communicated. A Message means data structured in accordance with the UN/EDIFACT Standards as provided in Section 2.
1.2. Technical Annex
The attached Technical Annex sets forth the specifications agreed upon by the parties for certain technical and procedural requirements. In the event of a conflict between the terms of this Agreement and the Technical Annex, the terms of this Agreement shall prevail.
SECTION 2: COMMUNICATIONS AND OPERATIONS
The parties shall communicate Messages in accordance with the following:
2.1. Standards
The "UN/EDIFACT Standards" are those standards established for Electronic Data Interchange (together with related recommendations), as approved and published in the United Nations Trade Data Interchange Directory (UN/TDID). The parties shall use those versions of the UN/EDIFACT Standards identified in the Technical Annex.
2.2. System Operations
Each party shall test and maintain their respective equipment, software, and services necessary to effectively and reliably transmit and receive Messages.
2.3. System Changes
No party shall make any changes in systems operations which impair the mutual capabilities of the parties to communicate as contemplated by this Agreement without providing prior notice of the intended change.
2.4. Communications
The parties shall specify in the Technical Annex the methods of communication, including the requirements for telecommunication or the use of third party providers.
2.5. Security Procedures and Services
Each party shall implement and maintain security procedures and services, including any specified in the Technical Annex, to protect Messages and their records against untoward events or misuse including improper access, alteration or loss.
2.6. Record Storage
The parties shall store and retain records and the Messages communicated under this Agreement as may be specified in the Technical Annex.
SECTION 3: MESSAGE PROCESSING
3.1. Receipt
Any Message transmitted in compliance with this Agreement shall be deemed received when accessible to the receiving party in the manner designated in the Technical Annex. Until so received, no transmitted Message shall have any legal effect unless applicable law mandates legal effect to such Message upon transmission, whether or not received.
3.2 Acknowledgement
3.2.1. Unless otherwise designated in the Technical Annex, the receipt of a Message need not be acknowledged by the receiving party. A requirement for acknowledgement in the Technical Annex shall include the methods and types of acknowledgements (including any Messages or procedures) and the time periods, if any, in which acknowledgement must be received.
3.2.2. An acknowledgement will be prima facie evidence that the related Message was received. A party receiving a Message requiring acknowledgement shall not act upon that Message until the acknowledgement is sent. If a receiving party is not able to send the acknowledgement, it shall not act upon the Message without further instructions from the sender of the Message. The failure of a receiving party to acknowledge a Message will not deprive the Message of its legal effect, except when the originating party is not identifiable from the Message.
3.2.3. In the event that the originating party has not received, for a properly transmitted Message, a required acknowledgement and no further instructions have been provided, the originating party may declare the Message null and void by so notifying the receiving party.
3.3.3. Technical Errors. A receiving party must give notice to the originating party of circumstances, including
