8_-_EDI.docx

ATTACHMENT 8: ELECTRONIC DATA INTERCHANGE TRADING PARTNER AGREEMENT

THIS AGREEMENT is between _______________________________<Name of Contractor>, hereinafter referred to as the Contractor, and the Military Sealift Command (MSC). The Contractor and MSC are sometimes individually referred to in this Agreement as "Trading Partner" or “party,” or collectively as "Trading Partners" or “parties.”

I. INTRODUCTION

a. Electronic Data Interchange (EDI) is the electronic exchange of data contained in routine business transactions, in a standard format.

b. This Agreement prescribes the general procedures and policies to be followed when EDI is used for transmitting and receiving data in mutually agreed upon formats in lieu of creating paper documents normally associated with the conduct of business between the Contractor and MSC.

c. The Contractor and MSC voluntarily choose to participate in EDI.

The Contractor and MSC agree, by executing this Agreement, to be bound by the terms and conditions of this Agreement as additional to those of any underlying contract separately entered into between the Contractor and MSC.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

II. SCOPE

Information exchanged through EDI will be the same as that currently required on paper documents for those transaction sets agreed to by both parties through Addendum A to this Agreement.

III. DURATION

a. The original Agreement will remain with the MSC contracting officer and a copy will be furnished to the Contractor.

b. This Agreement will commence on the date of the underlying contract or contract modification incorporating this Agreement, and shall remain in effect unless terminated by either party hereto pursuant to Section X of this Agreement.

IV. STANDARDS

a. The intent of this Agreement is to create a legally binding obligation upon the Trading Partners using EDI and to ensure that (1) use of any electronic equivalent of documents referenced under this Agreement shall be deemed by the parties to be an acceptable practice in the ordinary course of business and (2) such electronic documents shall be admissible as evidence on the same basis as customary paper documents. Subject to the terms herein, the parties intend to be legally bound by the electronic documents.

b. The documents (Transaction Sets) recognized by the American National Standards Institute (ANSI) Accredited Standards Committee (ASC) X12 identified in Addendum A of this Agreement will be transmitted over a third-party network identified in Addendum A of this Agreement between the Trading Partners.

c. The Trading Partners shall adhere to the published ASC X12 standard for Transaction Sets and shall comply with MSC conventions for ASC X12 Transaction Sets as identified in Addendum A.

d. The Trading Partners will take reasonable steps, as necessary, to upgrade systems, software, and procedures in order to support the current version of the ASC X12 standard as specified in Addendum A. After the effective date of this Agreement, a Trading Partner must give at least 90 days notice to the other Trading Partner of intent to upgrade to a new published ASC X12 standard. Both Trading Partners shall upgrade to that new standard within 120 days of the receipt of the preceding notice. If either Trading Partner is unable to upgrade within such 120 days, it shall give written notice as soon as practicable (and within such 120 day period) to the other Trading Partner of a date by which it expects to complete such upgrade, or that it shall not perform the upgrade.

e. Each Trading Partner shall be responsible for providing its own computer hardware and computer software necessary to receive and transmit Transaction Sets.

f. EDI transactions with Trading Partners will undergo a mutually agreed upon initial testing based upon a mutually agreed upon test plan and testing period, in which Transaction Sets will be sent electronically and corresponding paper documents will be sent by mail. At the completion of this initial testing period, if the parties determine the test to be successful, the mailing of paper documents will cease. In the event of any dispute between the Trading Partners during this initial testing period, the paper document shall control.

g. Receipt of a Transaction Set, for prompt pay or other purposes, shall be deemed to occur when a Trading Partner picks up the Transaction Set from its computer, or from the Trading Partner's electronic mailbox on its third-party network. The Trading Partners agree to collect the contents of their mailboxes a minimum of twice a day on business days of the United States Government.

h. If any properly transmitted document is received in an unintelligible or garbled form, the receiving party shall promptly notify the originating party (if identifiable from the received document) in a reasonable manner. The originating party shall promptly retransmit the document until the receiving party acknowledges receipt. In the absence of such a notice, the originating party’s records of the contents of such document shall control.

i. Any document properly transmitted pursuant to this Agreement shall be considered to be a “writing” or “in writing” and any such document when containing, or to which there is affixed, a signature that is according to the terms of this Agreement shall be deemed for all purposes to have been “signed” and to constitute an “original” when printed from electronic files or records established and maintained in the normal course of business.

V. TRANSACTIONS AUTHORIZED

Transaction Sets are authorized to be conducted as specified in Addendum A, which are made a part of this Agreement. This Addendum may be supplemented by particular specifications and requirements, and additional Addenda as mutually agreed upon in writing by the Trading Partners.

VI. AGREEMENT REVIEW

This Agreement will be reviewed as needed by the Trading Partners for discussion regarding changes, additions, or deletions as may be desirable. Mutual consent in writing shall be required to make such changes to the Agreement.

VII. INTERRUPTION OF SERVICE

In the event there is an interruption of EDI, paper documents will be used until mutually agreed that EDI procedures can be resumed.

VIII. START-UP AND CONTINUING EDI OPERATIONS

a. Each Trading Partner is responsible for establishing and maintaining its EDI operation.

b. Each Trading Partner agrees to maintain, as necessary, trained operators and support personnel possessing the ability to perform its EDI day-to-day operations. Each Trading Partner is responsible for training its respective operators and other personnel involved in EDI, and this requirement extends to having qualified operators to cover periods of vacations and other absences.

c. Each Trading Partner shall maintain self-evaluation of its EDI performance and take corrective action to maintain performance at mutually acceptable levels.

IX. SECURITY

The Trading Partners agree to utilize adequate security practices (1) to ensure that the transmission of each Transaction Set is authorized and (2) to protect records and data from improper access. Trading Partners shall protect and maintain confidentiality of passwords used for EDI access. Each Trading Partner further agrees that its software shall provide adequate protection for password security. The Trading Partners shall maintain the same standards of confidentiality, security, care, and diligence regarding EDI transactions as with paper contracting documents.

X. TERMINATION

a. This Agreement may be terminated by either Trading Partner for any or no reason by the giving of at least 30 days written notice designating the date of termination.

b. Without prejudice to sub-paragraph (a) above, this Agreement may be terminated by either Trading Partner if the other Trading Partner's EDI performance level is unacceptable and that Trading Partner does not correct such performance within 15 calendar days after written notification. Once terminated for unacceptable EDI performance, the Agreement will not be submitted by one party to the other for renewal until the Trading Partner having unacceptable EDI performance provides sufficient evidence acceptable to the other Trading Partner that performance deficiencies have been corrected.

c. Termination of this Agreement shall have no effect on transactions occurring prior to the effective date of termination.

d. Emergency termination of computer connections may be made by the Trading Partners to protect data from unauthorized access or other incidental damage. Such action does not constitute termination of this Agreement. Prompt notice of the emergency termination shall be provided to the other Trading Partner.

e. Any such action outlined above does not excuse either Trading Party from its obligation to perform under any applicable United States Government contract, purchase order, delivery order, or other obligation. All such terms and conditions remain in full force and effect. In addition, any such action outlined above will not entitle the Contractor to a price increase or MSC to a price decrease under any underlying United States Government contract, purchase order, delivery order, or other obligation.

f. In the event that this Agreement is terminated, paper documents shall be used until mutually agreed that EDI procedures can be resumed.

XI. THIRD-PARTY NETWORK

a. Each Trading Partner shall use a third-party network of its choice. Such third-party networks selected by the Parties as of the effective date of this Agreement to transmit, translate, or carry data between the Trading Partners shall be identified in Addendum A.

b. Each Trading Partner shall be responsible for the costs of its own third-party network.

c. Each Trading Partner shall use a third-party network that such Trading Partner reasonably believes has the capability to provide reasonable system data security, including without limitation, data integrity, error-free protocol, identification code and password protection, and encrypting. The requirements and specifications for such capability are set forth in Addendum A. In the event that the requirements and specifications for such capability conflict with any term or condition of the Articles of this Agreement, the terms and conditions of this Agreement shall control.

d. Either Trading Partner may replace its third-party network upon at least 30 days written notice to the other Trading Partner. Any requested changes to the system configuration must be compatible with the other Trading Partner's protocols. Neither Trading Partner will incur any liability for costs associated with the action of the other Trading Partner in changing networks; however, the right to terminate this Agreement still applies.

XII. SIGNATURE

a. Each Trading Partner will use a code in each electronic transmission as its discrete authenticating code in lieu of a written signature and as the equivalent of a written signature.

b. Each Trading Partner agrees not to disclose its own discrete authenticating code or that of the other Trading Partner to any unauthorized person or entity.

c. Each Trading Partner agrees that its authenticating code shall be sufficient to assure that such Trading Partner originated the electronic transmission.

d. Receipt of either Trading Partner’s authenticating code in the proper data element and segment shall signify its intent to be bound by the Transaction Set as well as the terms and conditions of any underlying contract, purchase order, delivery order, or other obligation. Each Trading Partner may change its authenticating code within the enveloping structure from time to time upon 10 days prior written notice to the other party.

XIII. WHOLE AGREEMENT

This Agreement and Addendum A constitute the entire Agreement between the Trading Partners regarding EDI. No change in the terms and conditions of this Agreement shall be effective unless approved in writing and signed by both Trading Partners. As the Trading Partners develop additional capabilities respecting EDI, additional Addenda may be added to this Agreement if mutually agreed in writing. Each Addendum shall be signed and dated by both Trading Partners. The date of the last signature shall be the effective date, and each Addendum shall be appended to this Agreement.

XIV. MISCELLANEOUS

a. This Agreement shall be governed and interpreted in accordance with the laws, statutes, and regulations of the United States Government and shall be subject to the terms and conditions of the underlying contract.

b. No waiver by a Trading Partner of any breach or default hereunder shall constitute a waiver of any subsequent breach or default.

c. All notices under this Agreement shall be in writing and shall be given by mailing them to the address identified below:

Street:

City, State, Zip Code:

914 Charles Morris Court, S.E Washington Navy Yard, Bldg. 157

Attn: N10

ADDENDUM A

ADMINISTRATIVE INFORMATION

FOR EDI TRANSACTION PROCESSING

All the information requested below must be provided to validate this EDI Trading Partner Addendum.

1. Commercial Trading Partner (TP) Identification. ___________________________ (Contractor)

2. Government Trading Partner Identification. Military Sealift Command, ______________________________ (applicable Code and Directorate).

3. Trading Partner Points of Contact. The following are the parties’ respective points-of-contact/EDI coordinators.

a. MSC

Management or Functional POC

Technical POC

Address: 914 Charles Morris Court, S.E.

Washington Navy Yard, Bldg. 157, Washington, DC 200398-5540

Address: 914 Charles Morris Court, S.E.

Washington Navy Yard, Bldg. 157, Washington, DC 200398-5540

Telephone: 202-685- ____

Telephone: 202-685- ____

FAX: 202-685- ____

FAX: 202-685- ____

b. Contractor

Name:

Name:

Address

Address:

Telephone:

Telephone:

4. VAN Information. The following information identifies each party’s initial third party EDI value-added network (VAN):

a. MSC

VAN Name: Sterling Commerce Address: Columbus, Ohio VAN Technical POC: Sterling Customer Service Telephone: 800-877-4300

FAX: N/A

Contract Expiration Date: Agreement automatically renews for successive one-year terms. MSC or the VAN may terminate the agreement at any time in its sole discretion on 90 days prior written notice to the other party.

b. Contractor

VAN Name:

Address:

VAN Technical POC:

Telephone:

FAX:

Contract Expiration Date: Agreement automatically renews for successive one-year terms. The Contractor or the VAN may terminate the agreement at any time in its sole discretion on 90 days prior written notice to the other party.

5. X12 Identifier Codes.

a. The following codes describe each party’s ASC X12 Identifier (ISA05, Interchange ID Qualifier). Qualifier codes are listed in Volume 1 of the ASC X12 Standards in Section X12.5, Interchange Control Structure.

Contractor: ____ MSC: ZZ

b. The following unique codes will serve as each party’s ASC X12 Identifier Code in the ISA Data Interchange Control Segment (ISA06), Interchange Sender ID. These should be coordinated with each party’s EDI VAN.

Contractor: _________ MSC: MSCECC1

c. The following unique codes will serve as each party’s ASC X12 Identifier Code in the ISA Data Interchange Control Segment (ISA08), Interchange Receiver ID and Qualifier. These should be coordinated with each party’s EDI VAN.

Contractor: _________ MSC: MSCECC1

(Note: A party’s Receiver Identifier Code is normally the same as the party’s Sender Identifier Code if the party is using a single EDI VAN for all EDI processing.)

d. The following types of codes describe each party’s ASC X12 Application Sender/Receiver Identifier Codes (GS02 Application Sender’s Code/GS03 Application Receiver’s Code).

(Sender) Contractor: _________ MSC: MSCECC1

(Receiver) Contractor: _________ MSC: MSCECC1

6. Authorized Transaction Sets and Conventions. The following transaction sets shall be used for EDI transmission between MSC and the Contractor. Delivery of the data, in accordance with contractual requirements, is considered to occur with the conveyance of the required data to the MSC Electric Commerce Center (ECC) EDI server. MSC will use the ASC X12 997 Functional Acknowledgment transaction set to acknowledge that delivery has occurred.

a. Contractor will transmit:

X12 810C Invoice transaction set. ASC X12 Version 4 Release 1.

b. MSC will transmit response:

X12 997 Functional Acknowledgment transaction set. ASC X12 Version 4 Release 1.

c. The following Government implementation conventions will be used:

Draft DoD IC 810 Invoice -- XXX 1999 DoD Approved IC 997 Functional Acknowledgment -- V/R 4010

7. Interchange Control Header (ISA), Interchange Acknowledgment (TA1), and Functional Group Header (GS/GE) Content: Follow Federal Implementation IC Guidelines, Part 10, version/release 4010. These guidelines are under review and will be available via the Internet at the NIST EC/EDI Internet site. Contact the prototype EDI server technical support personnel for more information on current outer envelope exchange requirements.

8. Data Security: MSC and the Contractor agree to use coding within the ISA envelope structure to confirm the authenticity of the data conveyed within the transaction sets as a means of adding security to business sensitive data. Specifically, MSC will separately identify the data contents for the ASC X12 Authorization Information (ISA02 data element) and Security Information (ISA04 data element). Authorized coding will be exchanged in a secure manner between organizational designated data security officials and maintained in a secure fashion.