It is important to emphasize the Agreement does not set forth rules governing the related commercial transactions for which EDI might be employed since those transactions involve their own bodies of applicable legal rules: for example, sales transactions, shipping contracts, insurance contracts, storage arrangements and similar relationships.
Section 1.2. Technical Annex
The Technical Annex represents an integral part of the agreement among the trading partners (see Section 7.4); its terms are legally binding. The Technical Annex describes the detailed technical procedures which the parties will use in their EDI communications. The Interchange Agreement contemplates that certain topics will be addressed in the Technical Annex; those topics are listed in the Technical Annex Checklist at the end of this Commentary. Additional topics may be required according to the specific needs of trading partners; trading partners are encouraged to consult appropriate technical advisors as to those topics.
Although the Interchange Agreement and the Technical Annex represent the full agreement between the parties, technicians and legal counsel are encouraged to be aware of each other's requirements. Section 1.2 of the Agreement provides a rule that the provisions of the Agreement will control in the event a conflict does arise between the Agreement and the Technical Annex.
SECTION 2: COMMUNICATIONS AND OPERATIONS
This Section sets forth the rules governing the communications between the trading partners and the required methods of operations which each is to use in sending and receiving Messages. By doing so, the necessary agreements reached between the parties are given legal binding effect. Additional contracts with other participants (such as third party service providers; see Section 2.4) may be required and users are encouraged to have valid agreements with those participants.
Section 2.1. Standards
Consistent with its international scope, the Model Inter- change Agreement was prepared to be used on the basis of the UN/EDIFACT standards and recommendations developed within the United Nations Economic Commission for Europe and approved for international use by the International Standards Organization (ISO). These standards include recommendations regarding message for- mats, syntax, directories of codes, data elements and segments. They are included in the United Nations Trade Data Interchange Directory (UN/TDID) referred to in the Agreement. The Technical Annex Checklist also references certain security services for which standards exist.
The Model Agreement is one of the recommendations included in the UN/TDID and users are strongly encouraged to consult UN/TDID and related United Nations publications in connection with their use of the Model Agreement. A selection of these publications (and information on how to obtain them) is included at the end of this Commentary.
Section 2.2. System Operations
Consistent with prevailing commercial practices, Section 2.2 requires each trading partner to be individually responsible for testing and maintaining their respective systems, and for the related costs. By agreement, the parties can allocate their respective costs differently. The Agreement requires that the parties must assure that they will be able to communicate both effectively and reliably.
Section 2.3. System Changes
Many changes in operating systems can impair the end-to-end ability to communicate which is desired between the parties, even when not directly involved with an EDI program or file; parties are encouraged to collaborate with trading partners whenever practicable to assure no disruption in communication occurs. The Section is intended to require trading partners to give notice of any proposed changes in the version release of selected standards to be employed.
Section 7.6 of the Agreement specifies the manner in which any notice of proposed changes under this Section 2.3 shall be given by the trading partners. The time period in advance of the proposed change during which notice must be given is not specified; trading partners are encouraged to anticipate the need for appropriate dialogue, testing and verification among technical experts before implementing any subject changes.
Section 2.4. Communications
EDI business practices require the parties to determine and agree upon the methods by which the Messages will be communicated. These methods can vary; Messages are communicated (both sent and received) by telecommunications, through the delivery of magnetic tapes or diskettes, or the use of hard copy media. By stipulating these requirements should be specified, Section 2.4 assures compatibility in the respective operations of the trading partners. Technical aspects which might be specified are noted in the checklist for the Technical Annex at the end of this Commentary.
Trading partners are encouraged to specify in the technical Annex not merely the requirements for end-to-end communications, but to also give regard to the other contractual relationships through which the EDI activities may be conducted. Section 6.3 also considers those relationships.
Section 2.5. Security Procedures and Services
Establishing and maintaining an effectively secure environment for the use of EDI is an important business
