Section 7.2 reinforces the intentions of trading partners to give full force and effect to their obligations. Since, for a particular legal reason, one or more portions of the Agreement may be held invalid or unenforceable, this Section assures that the entire contract is not set aside under those circumstances.
Section 7.3. Termination
The Agreement only controls when Messages are being communicated between the parties; it does not require the use of EDI at all times or for all business communications. Section 7.3 assures trading partners the freedom of contract, permitting a trading partner to end the Agreement's applicability at any time. The non-terminating party is assured an appropriate time period to establish alternative procedures for communication. The 30 day period reflects prevailing commercial practice; however, it may be adjusted based on the agreement of the parties. The required notice must be given in writing, despite the language of Section 7.6.
Termination will not permit a trading partner to avoid the binding effect of certain sections, notably Sections 2.5 (Security Procedures and Services), 2.6 (Record Storage), 4 (Validity and Enforceability), 5.1 (Confidential Status), 6 (Liability) and 7.1 (Governing Law).
Section 7.4. Entire Agreement
This Section provides that the Technical Annex is expressly included as a part of the Agreement. Of course, in the event of a dispute, certain national laws will permit other aspects of the relationship of the parties to be considered in interpreting the Agreement.
In addition, Section 7.4 emphasizes that amendments must be signed and in writing; electronic messages will not be sufficient. Since amendments to the Technical Annex may most likely be considered by those with technical expertise, a party is allowed to authorize such persons to sign those amendments on its behalf
Section 7.5. Headings and Sub-headings
This Section provides a customary rule of interpretation regarding how the Agreement is to be construed, permitting the full content of the Agreement to be considered. Parties may also, as appropriate, exclude the headings from being read as part of the Agreement.
Section 7.6. Notice
Section 7.6 provides the flexibility for trading partners to employ electronic equivalents of writings for the required notices, provided a record can be produced which is equivalent to the required signed writing. Certain technological solutions exist which will permit this result.
However, many national legal systems fail to explicitly recognize electronic communications as "writings"; trading partners should use care in employing electronic notices and are encouraged, as well, to remain aware of new developments in the related laws.
Parties are advised that the provisions of Section 7.6 do not relate to communications under Section 3.2, Acknowledgements.
Section 7.7. Dispute Resolution
Since those seeking to use electronic communications are most likely attracted to the benefits of speed and efficiency which the technology provides, they may also favour adopting a similar method of dispute resolution, i.e. arbitration (Alternative I). This Alternative requires additional decisions by the parties with regard to the procedures to be employed, such as the location of the procedure, the panel of arbitrators, the method for their selection and applicable governing rules.
For those desiring a more traditional forum, Alternative 2 permits the parties to specify the court to have jurisdiction over any possible dispute. Since certainty on this matter is strongly favoured, the Agreement provides for exclusive jurisdiction.
In addition, trading partners may wish to consider specifying the use of alternative dispute resolution facilities which are emerging in various markets or industries.
TECHNICAL ANNEX CHECKLIST
The following checklist is provided as apart of the Model Interchange Agreement to indicate a list of items for which details and specifications are recommended to be developed by the parties to an Interchange Agreement.
The list is not intended to be a complete list of all possible topics which might be addressed in a Technical Annex. The items included result directly from references in the Model Interchange Agreement to the Technical Annex; those items may be completed as required by the trading partners, with the level of detail which they determine to be necessary.
Users are strongly encouraged to consider and address other items which they believe relevant to assuring a full understanding exists between trading partners on the technical and procedural requirements which relate to implementing EDI. As noted in Section 1.2 of the Model Interchange Agreement:
"The attached Technical Annex sets forth the specifications agreed upon by the parties for certain technical and procedural requirements." For ease of use, the following checklist presents the text of the relevant sections of the Model Interchange Agreement;
