The headings and sub-headings of this Agreement shall be read as part of the clause or sub clause in which it appears.
7.6. Notice
Excluding acknowledgements and notices under Section 3, every notice required to be given under this Agreement or under the Technical Annex shall be treated as properly given if provided to the other party in writing and signed by an authorised person for the party giving notice or an electronic equivalent of which a record can be produced. Each notice shall have effect from the day following that upon which it is received to the above mentioned address of the other party.
7.7. Dispute Resolution
Alternative 1: Arbitration Clause
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the arbitration of a {or three} person[s] to be agreed by the parties, or failing agreement, to be nominated by _______ in accordance with and subject to the rules of procedure of ________
Alternative 2: Jurisdiction Clause
Any dispute arising out of or in conjunction with this Agreement shall be referred to the courts of ______, which shall have sole jurisdiction.
The parties have signed this Agreement as of the date first above written.
Name of Party:
Authorized Officer:
Signature
Name of Party:
Authorized Officer:
Signature:
THE COMMENTARY TO THE MODEL INTERCHANGE AGREEMENT
This Commentary is the second part of a United Nations recommendation relating to the Model Interchange Agreement for the International Commercial Use of Electronic Data Interchange (the "Model Agreement"). The Commentary is intended to be used with the Model Agreement in the preparation of actual commercial agreements; the Commentary provides an explanation of the specific sections of the Model Agreement and guidance on how actual agreements should be prepared. Capitalized terms used in the Commentary have the same meanings provided in the Model Agreement.
I. GENERAL PRESENTATION
The Interchange Agreement is comprised of seven sections:
Section 1. Scope and Structure
Section 2. Communications and Operations
Section 3. Message Processing
Section 4. Validity and Enforceability
Section 5. Data Content Requirements
Section 6. Liability
Section 7. General Provisions
In addition, the Agreement needs to be completed by a Technical Annex, which is to be attached to, and is considered an integral part of the Agreement. Following the Commentary is a Technical Annex Checklist, which can be used in preparing a Technical Annex between the trading partners.
The Model Agreement contains a clear and unambiguous statement that it is the intention of the parties to be bound by the Agreement; this emphasizes that the trading partners desire to operate with, and not outside, a legal framework with respect to their use of Electronic Data Interchange. The Agreement is intended to provide a strong legal framework for ensuring that EDI communications will have a legally binding effect, subject to national laws or regulations which may be effective (see Section 7.1).
Though designed for use by two commercial trading partners, the Model Agreement may be readily adapted for a multi-lateral use among multiple commercial trading partners or in situations in which a trading community or association of EDI users decides upon or encourages the use of the same interchange agreement; the Model Agreement may be adapted for those purposes as well, with appropriate changes for establishing how multiple parties will become bound by the Agreement.
II. SPECIFIC SECTIONS
SECTION 1: SCOPE AND STRUCTURE
Section 1.1. Scope
The Agreement establishes certain governing rules with regard to the electronic communication between the parties of EDI messages in accordance with the UN/ EDIFACT structures and standards ("Messages"). Section 2.1 (and the Commentary) provides further discussion of this aspect of the Agreement. The Agreement does not apply to other forms of electronic communications, such as facsimile transmissions, nor to electronic text transmissions (such as electronic mail) which are not structured and standardized messages.
