1

2
3
4
5
6

7
8
9
10

11 Business Requirements Specification

12 (BRS)
13
14
15
16
17
18
19 Business Domain: Contract Management
20
21 Business Process: Electronic Agreement Negotiation
22
23 Document Identification:
24
25 Title: Electronic Agreement Template and Process
26
27 Group: Electronic Agreement Template and Process Work Group
28
29 TBG2 – Digital Papers Domain
30
31
32
33 Version: 0
34 Release: x
35 Revision 2
36
37 Date: June 30, 2006
38
39
40
41
42Document History
43
Document Identifier
Document Version Version 0, Release x
Electronic model Revision 1
agreement Version
Document Issue Date March 9, 2006
44
45
46Document Summary
47
Document Title Electronic Agreement Template and Process
Owner TBG2, Electronic Agreements Working Group
Status Draft
This draft was prepared for the March 14-16th, 2006 TBG2 Work
Group, TMG Work Group and UN/CEFACT Legal Group
meetings
48
49
50Document Change History Log
51
Date of Change Version Paragraph Changed Summary of Changes

52
53
54
55 Business Requirements Specification
56 Table of Contents
57
58 BUSINESS REQUIREMENTS SPECIFICATION
59(BRS)........................................................................................................................................................... 1
60 BUSINESS DOMAIN: CONTRACT MANAGEMENT........................................................................................................ 1
61 BUSINESS PROCESS: ELECTRONIC AGREEMENT NEGOTIATION..................................................................................... 1
62 DOCUMENT IDENTIFICATION: ............................................................................................................................... 1
63 TITLE: ELECTRONIC AGREEMENT TEMPLATE AND PROCESS...................................................................................... 1
64 GROUP: ELECTRONIC AGREEMENT TEMPLATE AND PROCESS WORK GROUP.................................................................. 1
65 TBG2 – DIGITAL PAPERS DOMAIN...................................................................................................................... 1
66 VERSION: 0.................................................................................................................................................... 1
67 RELEASE: X.................................................................................................................................................... 1
68 REVISION 2.................................................................................................................................................... 1
69 DATE: JUNE 30, 2006..................................................................................................................................... 1
701. PREAMBLE............................................................................................................................................. 2
712. REFERENCES........................................................................................................................................ 2
723. OBJECTIVE ............................................................................................................................................ 2
734. SCOPE.................................................................................................................................................... 2
744.1. BUSINESS REQUIREMENTS............................................................................................................................ 3
754.2. BUSINESS PROCESS ELABORATION................................................................................................................ 5
764.2.1The Actors........................................................................................................................................... 5
774.3. ENTERPRISE ELECTRONIC AGREEMENT CUSTOMIZATION – BUSINESS USE CASE....................................................... 6
784.3.1Customize Enterprise electronic model agreement............................................................................. 6
794.3.2 ELECTRONIC AGREEMENT NEGOTIATION - BUSINESS USE CASE.......................................................................... 8
804.3.3 Negotiated electronic model agreement........................................................................................... 8
814.4 Digitally Sign and Execute Final Joint Electronic Agreement ............................................................ 10
824.4.1Business Information Flow Definition................................................................................................. 11
834.4.2Customize Enterprise Agreement ..................................................................................................... 11
844.4.3Negotiate Joint Electronic Agreement e-Electronic model agreement............................................... 12
854.4.4Digitally Sign and Execute Final Electronic Model Agreement........................................................... 13
865 BUSINESS INFORMATION MODEL DEFINITION ............................................................................... 13
875.3.1List of Entities (Global Electronic Trading Partner Agreement Entities)............................................. 14
885.3.2Agreement Header Data ................................................................................................................... 20
895.3.3Core Agreement Clause Data ........................................................................................................... 20
905.3.4 BUSINESS AGREEMENT CLAUSE DATA..................................................................................... 20
915.3.5 ACCEPT /REJECT / COUNTER MENU DATA ................................................................................................ 20
925.3.6 FINAL ACCEPTANCE / SIGN-OFF DATA ....................................................................................................... 20
935.4 DEFINITION OF TERMS................................................................................................................................ 20

94

1 -1-
 95

961. PREAMBLE
97The document authority is TBG2, Digital Papers Domain.
98
99The document structure is based on the UN/CEFACT Business Requirements Specification
100Documentation template Version 1, Release 5.
100
101The document was created by the TBG2 electronic model agreement working group and will be approved
102by the full TBG2 working group in collaboration with TMG and Legal Group.

1022. REFERENCES
103UN/CEFACT Modeling Methodology (CEFACT/TMWF/N090R10, November 2001)
104UN/CEFACT ebXML Core Components Technical Specification Version 2.01
105UN/CEFACT Business Requirement Specification Documentation electronic model agreement, Version 1,
106Release5
106UN/CEFACT TBG Library 2005_10_07
107UML Version 2.0
108AIA of America – Global Trading Partner Agreement (GTPA)
109UN/ECE WP-4 Recommendation 26 – Rev 1 1995 - Trading Partner Agreement
110UNCITRAL - A/CN.9/577 Draft convention for use of electronic communications in international contracts

1113. OBJECTIVE
112The objective is to create a non-refutable, legally executed, electronic model agreement and predictable
113standard process for a supply chain business application. Partners will be enabled to enter electronic
114business agreements to exchange their specific enterprise versions of the agreement and then negotiate
115a consensus of that agreement to specify the terms and conditions of their business arrangement. This
116process must include the designation of a standard mechanism for authenticating digital signatories and
117identity verification and validation.

1134. SCOPE
114This electronic model agreement provides global trading partners with mitigation guidelines addressing
115risks stemming from electronic trading such as information security, legal and privacy policies. The model
116electronic model agreement has been written to align with the regulatory frameworks and legal structures
117for companies engaging in Electronic Business practices. It establishes a common set of rules by which
118trading partners agree to construct and negotiate electronic agreements in a hosted, web based
119environment, thus insuring auditable and non-refutable agreements.
115
116The international standard electronic model agreement focuses on a consistent, predictable format for
117electronic agreements accommodating a standard process to electronically negotiate a mutually agreed
118to contact. The main purposes of this electronic model agreement are listed here:
117
118Provides an electronic model for generic partner information, agreement text and clauses.
119Captures acknowledgement completion indicator of the reviewing partner.
120Includes digital signatures and acceptance at an individual clause level.
121Includes recommendations for configuration management and audit trail of the iterative version of the
122electronic agreement.
122Allows the addition of proposed revisions and comments during the negotiation and in the final electronic
123agreement.
123
124The data categories included in this agreement electronic model agreement are summarized below and
125further defined in Section 5.3, Business Information Model Definition.
125
126

2 -2-
127

1284.1. Business Requirements

129
130The overall business requirements for this electronic model agreement data exchange are illustrated in
131the business operation map below and further discussed in Section 5.1, Business Process Elaboration.
131
132There is a relationship between the electronic model agreement creation for the trading partner enterprise
133model (scenario 1) and the negotiation of a legal electronic agreement by two partners entering into a
134specific contractual business arrangement (scenario 2).
133
134

Business Process Map

<<Business Domain>>
Contracts Administration

Develop Enterprise Agreement e-Template

Negotiate Electronic Agreement

<<Business Domain>> <<Business Domain>>

Contract Administration Contract Negotiation

Develop Enterprise Electronic Agreement e-template Download Enterprise Electronic Agreement e-Template

Negotiate Acceptable Agreement

Accept and digitally sign Final Electronic Agreement

<< Process Area >> << Process Area >>

Industry Library Enterprise Portal or Library
<< Process Area >>
Industry Standard Host Enterprise Electronic
Enterprise Portal / Library
Electronic Agreement e- Agreement e-Template
Template Download Enterprise Electronic Agreement Template

<< Process Area >>

Contracts Administration
Negotiate Acceptable Agreement
No description of the business domain
environment is included because it is
out of scope of this agreement << Process Area >>
negotiation process Contracts Administration
Accept and digitally sign Final Electronic Agreement

135
136

3 -3-
 Customize Enterprise Agreement

Enterprise -
Contracts
Administrator

Complete Header Section Complete Core Agreement Complete Busines Agreement Complete Negotiation Options Add Digital Signature Box

Enterprise Electronic Agreement e-Template

Enterprise
Portal or
Library

137
138
139Partner enterprise identification data which includes enterprise or legal entity name, address, responsible
140negotiation business entity and contact information. A 3rd party partner may represent a contracting
141partner.
140Core contract agreement terms conditions and clauses which apply to any contract across all industries
141and countries.
141Industry or country-specific contract agreement terms conditions and clauses.
142Signature box and final acceptance which includes electronic acceptance signatures at the individual
143clause level and at the final electronic agreement sign off level.
143Agreement negotiation actions drop-down menu options – which includes:
144 Acknowledge and accept clause without comment
145 Acknowledge and accept clause with comment
146 Reject clause with comment
147 Comment text box
148Document Management Details:
149 Document status and date
150 Agreement version / revision number
151 Accepted
152 Accepted with proposed changes
153 Rejected
154 Rejected with proposed changes
155
156

4 -4-
1574.2. Business Process Elaboration

1584.2.1 The Actors

159The roles “actors” of the various partners involved in the development of an electronic model agreement
160and the negotiation and execution of a multi-partner consensus version are the initiators or participants in
161the use cases that follow.
Actors

Enterprise Trading
Partner

Enterprise Trading Partner

Contracts Contracts
Administrator Administrator

Legal Supplier Information Legal Supplier Information

Management Technology Management Technology

160
161
162Enterprise contract administration is responsible for customizing the standard electronic model
163agreement to reflect the enterprise’s model electronic agreement for public display on their enterprise site.
164It is understood they have the authority to establish the electronic model agreement for their enterprise
165and retain ultimate ownership and maintenance rights to that enterprise model agreement.
163
164 • Additional resources such as (noted below) may be used by the contract administrator to
165 develop and / or modify the model agreement:
165 • Procurement Manager
166 • Engineering Manager
167 • Information Technology
168 • Legal
169 • Contracts Manager
170 • Program Manager
171
172
173Trading partner contract administration is responsible for reviewing and providing counter offers to the
174proposed standard electronic model agreement presented by the enterprise. It is understood the trading
175partner contract administration representative has the authority to negotiate and accept the electronic
176model agreement for their enterprise and retain ultimate ownership and maintenance rights to that
177enterprise model agreement.

5 -5-
174
175 • Additional resources such as (noted below) may be used by the contract administrator to
176 review and provide comment on the proposed model agreement:
177 • Procurement Manager
178 • Engineering Manager
179 • Information Technology
180 • Legal
181 • Contracts Manager
182 • Program Manager
183
184

1854.3. Enterprise Electronic Agreement Customization – Business Use Case

186This use case applies to the negotiation process conducted between the enterprise and the trading
187partner expecting to result in a customized electronic model agreement from a UN/CEFACT or industry
188electronic model agreement.

1894.3.1 Customize Enterprise electronic model agreement

190
Develop Enterprise Electronic Agreement e -Template
Develop
Industry Standard Electronic Agreement -e Download & Post Enterprise Standard Electronic Agreement
Template e-Template

Enterprise Portal
Industry Library Enterprise - Contracts Administrator or Library

191
192
Business Process Use Case
Name Create and Customize Enterprise Electronic Model Agreement
Use Case ID Number Electronic Agreement (EA) 1
Description The enterprise contract administrator accesses industry or enterprise
library to obtain model electronic agreement based upon UN/CEFACT
Electronic model agreement and process.

The enterprise contract administrator customizes the enterprise

version of the electronic model agreement and ensures the agreement
is accessible the enterprise site for public access by potential trading
partners.
Initiating Actor Contract Administrator
Event Flow Main Scenario
Contract Administrator obtains industry model of electronic model
agreement.
Contract Administrator customizes the agreement with enterprise
unique requirements.
Contract Administrator determines which of the clauses will include the
feature to accept / reject options, and will be allowed and activated in
the electronic model agreement.
Contract administrator will place the enterprise electronic model
agreement on the public enterprise portal for access (or delivery by
other means) by the trading partner contracts administrator.

6 -6-
 Example 1: An aerospace contractor accesses the Aerospace &
Defense Industry library and downloads an industry developed
electronic model agreement which may be customized into a
enterprise electronic model agreement. This electronic model
agreement may be posted on the enterprise’s public enterprise site.

Expected Outcome The enterprise instance of the electronic agreement will utilize
UN/CEFACT based electronic model agreement format and rules
which will provide the 1st step in producing a non-refutable electronic
agreement and auditable process.
Exception To be defined.
Business Process Data Contract agreement header data
Categories Agreement clause data
Business unique clause data
Electronic model agreement review and negotiation options menu:
Clause review acknowledgement electronic signature
Clause accept / reject / modify flag
Clause counter-offer text box
Final digital signature
193
194

7 -7-
195
196

1974.3.2 Electronic Agreement Negotiation - Business Use Case

198
199These use cases apply once the enterprise has customized its electronic agreement model and makes it
200available for the purpose of electronic negotiation with its potential trading partners.
201

202 4.3.3 Negotiated electronic model agreement

203 This is the most typical negotiation scenario that occurs between potential trading partners when
204 jointly developing a contractual agreement defining the basis of their electronic business
205 relationship with one another.
206
207
Negotiate Joint Electronic Agreement e -Template
Secure Secure
Exchange Exchange
Process Process
Enterprise Standard Electronic Agreement
Negotiated Electronic Agreement -eTemplate
e-Template Access Acknowledge
& Download with Negotiation
Options Secure
Enterprise
Exchange
Portal or Process
Trading Partner
Library

Repeat Negotiation
Options until
joint agreement
Receive
Secure Acknowledge and
Exchange Negotiation Review
Process options with
Acceptance
To Final options
Acceptance & Execution Negotiated Electronic Agreement e-Template
Joint Secure
approval Exchange
Process

Intended Customer - Contracts Administrator

208
209
210
Business Process Use Case
Name Negotiated electronic model agreement
Use Case ID Number EA 2
Description The Trading Partner obtains the intended enterprise electronic model
agreement.
The Trading Partner reviews and may accept or produce counter
proposal using the electronic model agreement negotiation process.
The trading partner uses the standard negotiation process to develop
a joint electronic agreement for final execution as evidenced by digital
signature.
Initiating Actor Trading partner contracts administrator
Participating Actor Enterprise contracts administrator
Event Flow Main Scenario
Trading partner contract administrator obtains intended enterprise’s
electronic model agreement, e.g. via public enterprise portal, web

8 -8-
 service, email, etc.
Trading partner’s contract administrators negotiate a joint agreement.
Intended enterprise contract administrator reviews trading partner’s
proposed joint electronic agreement and rejects or accepts with
negotiated terms.
Electronic exchanges are made to the electronic model agreement
are exchanged until both partners either reject or accept the
document.
When both trading partners accept the negotiated joint electronic
agreement final digital sign off (EA 3) process begins.

Example 1: Aerospace trading partner wishes to sell parts to a major

aerospace Original Equipment Manufacturer (OEM). The trading
partner accesses the public portal of the OEM to obtain a Enterprise
Electronic model agreement to determine the terms and conditions for
conducting business electronically with the OEM. The OEM has used
the UN/CEFACT Electronic model agreement rendered in The
Aerospace Industry of America’s Global Trading Partner Agreement
(GTPA). The trading partner accepts the terms and completes the
GTPA electronic model agreement by using the UN/CEFACT
negotiation process. The trading partner submits the accepted GTPA
electronic model agreement to the OEM who accepts it. They both
agree to move to the digital sign off process in EA 3.
Expected Outcome The final joint electronic model agreement will be negotiated using the
UN/CEFACT standard negotiation process and document electronic
model agreement. The final agreement will be digitally signed in use
case EA 3. This standard electronic model agreement and process
will produce a non-refutable electronic agreement.
Exception At any time either partner may choose to terminate the negotiation.
Business Process Data Contract agreement header data
Categories Core agreement clause data
Business specific agreement clause data
Electronic model agreement review and negotiation options menu
data:
Clause review acknowledgement electronic signature
Clause accept / reject flag
Clause counter offer text box data
Final digital signature.
211
212
213
214
215
216
217
218
219
220
221
222
223
224
225
226
227
228

9 -9-
229 4.4 Digitally Sign and Execute Final Joint Electronic Agreement
230
Digitally Sign and Execute Joint Electronic Agreement

Secure Secure
Exchange Exchange
Process Process
Approved Negotiated Electronic Agreement
Final Initial Signed Negotiated Electronic Agreement
e-Template Final
iteration Sign-Off

Secure
Enterprise Contracts Administrator Exchange
Process

Receive Receive
Final Signed
Signed Agreement
Agreement
Secure
Exchange Add
Process
2nd Digital
Signature
Final Signed Negotiated Electronic Agreement

Trading Partner - Contracts Admin.

231
232
Business Process Use Case
Name Execute, digitally sign and retain final electronic model
agreement
Use Case ID Number EA 3
Description At such time that both negotiating partners agree to the content of the
joint electronic model agreement the designated digital signature
protocol should be employed as well as the final digital signatures.
Negotiations are considered concluded after both partners digitally
sign the joint agreement.
Initiating Actor Either partner may initiate the final sign off use case - trading partner
contracts Administrator or enterprise contracts administrator
Participating Actor The remaining partner is the secondary participant
Event Flow Main Scenario
Either partner may conclude the negotiation process by accepting the
electronic model agreement proposed by the other partner.
At that time that enterprise will digitally sign off (and digitally lock all
but signature box) the joint agreement electronic model agreement
instance and forward the electronic model agreement to trading
partner for digital signature.
The second (final) signer of the electronic agreement will retain an
electronic copy of the electronic model agreement documents and
forward a final copy to the other partner.

Expected Outcome Both partners may retain an electronic copy of the executed electronic
model agreement.
Exception At any time either partner may terminate negotiation
Business Process Data Contract agreement header data
Categories Core agreement clause data
Business specific agreement clause data

10 - 10 -
 Electronic model agreement review and negotiation options menu
data:
Clause review acknowledgement electronic signature
Clause accept / reject flag
Clause counter offer text box data
Final digital signature

233

2344.4.1 Business Information Flow Definition

235The activity diagrams further illustrate the data flow that occurs between the contracting partners. These
236are very simple data flows where both partners are iteratively refining an electronic model agreement
237proposed by one or both of them to cover their proposed business arrangement.
238

2394.4.2 Customize Enterprise Agreement

240This activity diagram illustrates the data development process top produce a enterprise electronic model
241agreement from a standard industry or organization electronic model agreement based upon standard
242UN/CEFACT Electronic Agreement model agreement and process.
Customize Enterprise Agreement

Enterprise -
Contracts
Administrator

Complete Header Section Complete Core Agreement Complete Busines Agreement Complete Negotiation Options Add Digital Signature Box

Enterprise Electronic Agreement e-Template

Enterprise
Portal or
Library

243

11 - 11 -
2444.4.3 Negotiate Joint Electronic Agreement e-Electronic model agreement
245This activity diagram illustrates the data flow for the agreement negotiation and completion of the sections
246of the electronic model agreement.
247
248
Negtoiate Joint Electronic Agreement e-Template
Trading
Partner
Contracts
Administrator

Complet Header Section Accept Core Agreement Accept Busines Agreement Complete Negotiation Options Interim Digital Signature

Negotiated Electronic Agreement

Enterprise
Contracts
Administrator

249
250
251

12 - 12 -
2524.4.4 Digitally Sign and Execute Final Electronic Model Agreement
253This activity diagram illustrates the data flow for the final sign off and business execution of the final
254electronic model agreement
Digitally Sign and Execute Final Agreement

Enterprise
Contracts
Administrator

Finalise Header Section Finalize Core Agreement Finalize Business Agreement Conclude Negotiation Options Final Digital Signature

Final Signed Electronic Agreement

Enterprise Trading Partner

Contracts - Contracts
Administration Administration

254
255
256

2575 BUSINESS INFORMATION MODEL DEFINITION

258Section 5.3.1 lists the entities used for the five main information areas identified in the use cases
259described in Section 5.1. The five main information areas will include:
259
260Agreement header data (Section 5.3.2)
261
262Core agreement clause data (Section 5.3.3);
263
264Business agreement clause data (Section 5.3.4)
265
266Accept / reject / counter offer menu data (Section 5.3.5);
267
268Final acceptance / sign off data (Section 5.3.6);
269
270Where applicable for each electronic model agreement development or negotiation information area,
271targeted data exchanges are identified. The intent is to allow the ability to negotiate and accept versions

13 - 13 -
271of an electronic model agreement. Example use case scenarios are included to further illustrate how
272negotiation may take place.

2725.3.1 List of Entities (Global Electronic Trading Partner Agreement Entities)

273The following is an alphabetical list and business use description of the proposed entities that the four
274electronic model agreement areas will use to achieve a mutually acceptable version of the electronic
275agreement
274
275These entities will be further described in the related Requirements Mapping Specification (RMS) which
276provides the data element details. The purpose of the following list is to provide a general description of
277the entities.
276
ENTITY DESCRIPTION
SCOPE Identifies the Legal Entity names of the partners entering into the
agreement as well as the agreement start and stop dates.
PURPOSE Enterprise and Trading Partner will facilitate commerce by
electronically transmitting and receiving data in preference to
exchanging paper documents. Enterprise and Trading Partner
intend that contracts formed by electronically transmitting data will
be as enforceable as contracts formed by any other means.
Nothing in the Agreement precludes Enterprise and Trading Partner
from entering into contracts by any other means.
DEFINITIONS “Acknowledgment” means an electronic indicator verifying receipt
or access of the Data.
“Authorized Representative” means an individual or individuals
delegated the authority to legally represent the Enterprise and
Trading Partner.
“Data” means any information transmitted/accessed electronically
between Enterprise and the Trading Partner.
“Data Records” means in computer data processing, a record is a
collection of data items arrange for processing by a program.
Multiple records are contained in a file or data set.
"Electronic" means or relates to information created, recorded,
transmitted or stored in digital form or in other intangible form by
electronic, magnetic or optical means or by any other means that
has capabilities for creation, recording, transmission or storage
similar to those means and has a corresponding meaning.
“Electronic-Trading” means an electronic communication
involving an electronic exchange of data for commerce purposes.
“Exhibit” means a supplement to this Agreement.
“Offices In” may be either the Enterprise or Trading Partner Legal
Entity, or the location of Electronic Commerce Operations.
“Original” means the first instantiation of the transmission of data
from the originating source application.
“Parties” Means the Enterprise and the Trading Partner.
“Personal Data” shall mean any information relating to an
identified or identifiable natural person; an identifiable natural
person is one who can be identified, directly or indirectly, in
particular by reference to an identification number or to one or more
factors specific to his physical, psychological, mental, economic,
cultural or social identity.
“Prompt and Promptly” means done quickly and without delay, or
(of a person) acting quickly.
“Properly” means received in a usable format.

14 - 14 -
 “Service Provider” or “Provider” shall mean a Third Partner that
provides enabling technologies and services for the purpose of
conducting electronic commerce
“Third Parties” means the Subcontractor to the Enterprise and, or
the Trading Partner. Separate contractual obligations are
established between the Enterprise and or the Trading Partner and
the Third Partner, and are not subject to this agreement.
“Underlying Agreement,” means the document containing the
Terms and Conditions of the business relationship between the two
contracting parties.
SYSTEM OPERATIONS Each partner, at its own expense, will provide and maintain the
equipment, software, and services necessary to reliably and
securely, transmit, receive, access and control Data. Each partner
will periodically test and monitor such equipment, software, and
services to ensure that they are adequate to reliably and securely,
transmit, receive, access and control Data.

DATA EXCHANGE When one partner electronically transmits Data to the other partner
in accordance with the applicable Exhibit, the other partner shall
receive the Data.

In General: Return receipts shall be evidence that the transmission

was received. Acknowledgement of receipt of Data exchange is
required. Data must be received in a useable format within the
parameters of the protocols defined for receiving transmissions and
acceptance of data defined herein. Should a return receipt not be
received within the mutually agreed time frame, it shall be the
responsibility of the transmitting partner to investigate and remedy
the failed transmission.

Garbled/Lost Transmissions/Service Outages: If a partner receives

unintelligible Data, that partner will promptly notify the sending
partner (if identifiable from the received Data). If the sending
partner is identifiable from the Data but the receiving partner fails to
give prompt notice that the Data is unintelligible, the records of the
sending partner will govern. If the sending partner is not identifiable
from the Data, the records of the partner receiving the unintelligible
Data will govern. Widespread denial of service or service outages
may require contingency operations.

System Changes: Either partner must give ninety (90) days notice
of intent to upgrade to a new standard or implementation
convention. Either Partner may select, or may change a standard,
upon ninety (90) days notice to the other partner, provided that
Exhibits are subsequently modified to reflect such changes. All
changes in format require mutual amendment of applicable Exhibits
to ensure both parties are capable of transmitting/receiving such
formats.

MEANS OF TRANSMISSION Either partner will transmit Data directly to one another or through a
Service Provider. Either partner may select or modify the
transmission protocol or the selection of a Service Provider upon
thirty (30) days written notice to the other partner. Proposed
changes in Service Providers, having material impact to the
contract, shall be subject to mutual agreement and subsequent

15 - 15 -
 amendment of applicable Exhibits.
Each partner will be solely responsible for the costs of any Service
Provider with which it contracts.
Each partner warrants that its Service Provider has been placed
under a contractual obligation stipulating that in performing its
services, the Service Provider shall make no change to Data and
shall not disclose such Data to any Third Partner without prior
written approval.
Each partner will be liable to the other for the acts or omissions of
its Provider while transmitting, receiving, storing or handling Data. If
both parties use the same Provider, the Transmitting partner will be
liable to the other for acts or omissions of the Service Provider, as
related to that Data.
Exhibit (A) defines the protocols used and categories of Data
exchanged that will be subject to this agreement.
DIGITAL SIGNATURES Each authorized representative of a partner should (as appropriate)
adopt a unique, verifiable electronic digital identification consisting
of symbols or codes to be logically associated with each
transmission. The parties will define those transmissions subject to
a digital signature; and incorporate said list as an Exhibit (B) hereto.
The Third Partner security services authority shall be defined within
an Exhibit to this Trading Partner Agreement. Use of the electronic
digital identification will be deemed for all purposes to constitute a
“signature” and will have the same effect as a signature on a written
document. Neither partner shall contest the validity of a
transmission of a document transmitted electronically on the basis
that a transmission contains an electronic signature. Each
representative of a partner authorized to transmit transactions
electronically will maintain sole control of the use of his or her
digital identification and electronic signature. Each partner shall
have policies and procedures in place to ensure the security of
digital signatures.
TRANSACTION SECURITY Each partner will provide appropriate security measures to ensure
that all transmission of Data is authorized and to protect Data from
unauthorized access, alteration, or loss. Each partner will use
appropriate care to maintain the confidentiality of transactions and
the Data therein in the same secured manner as it would maintain
for paper documents of like kind and importance.
If the Underlying Agreement does not provide for the protection of
confidential or proprietary data, Data containing confidential or
proprietary information must be conspicuously stated to be
confidential or proprietary by the partner sending the Data, and
must not be disclosed to any Third Partner (other than a Provider of
a transmission service for such Data in so far as the Provider needs
to have Data disclosed to it for the purposes of transmission)
without the prior consent of the transmitting partner or used by the
receiving partner other than for the purposes of the business
transaction to which it relates, provided that no such obligations of
confidentiality shall apply in respect of information which:
Is in the public domain (other than by breach of the
recipient partner of its confidentiality obligations
hereunder); or
Is in the receiving partner’s possession without restriction;
or
Has been lawfully received by the receiving partner without
notice of confidentiality obligations from a Third Partner

16 - 16 -
 entitled to disclose it; or
Has been developed independently by the receiving
partner.
No right beyond what is specified within the Underlying Agreement
for use of Data is granted by this agreement. All rights of use shall
be granted within the Underlying Agreement.

Unless otherwise agreed in the Underlying Agreement, the period

of confidentiality shall be five (5) years from the date the
confidential data was received by either the Enterprise or the
Trading Partner. The periods of confidentiality contained in the
Agreement are subject to the exclusions and other provisions under
the heading “Confidentiality” in the underlying terms and conditions.

Where permitted by law, the Parties may apply special protection to

Data by encryption or by other agreed means including those set
out in the Exhibit. Unless the Parties otherwise agree, the recipient
of Data so protected shall use at least the same level of protection
for any further permitted onward transmission of such Data. Further
protection may be needed if the messages contain Personal Data,
and should be in compliance with the law of the governing
jurisdiction of the transmitting partner. The use and disclosure of
personal data is subject to the laws of the governing jurisdiction of
the receiving partner.

ENFORCEABILITY AND The Parties agree that any Data properly transmitted pursuant to
ADMISSIBILITY this Agreement will be deemed for all purposes: (1) to be a “writing”
or “in writing;” and (2) to constitute an “original” in the ordinary
course of the Trading partners’ business. The Parties agree that to
the extent permitted by law the Data Records maintained by the
Parties shall be admissible in adversarial proceedings and may be
used as evidence of the information contained in them.
Any Data digitally signed pursuant to Section 7 and electronically
transmitted pursuant to this Agreement will be as legally sufficient
as written, signed, paper documents exchanged between the
parties, notwithstanding any legal requirement that the Data be in
writing or signed. Unsigned transmitted data will be deemed legally
equivalent to unsigned transmitted paper documents.
The conduct of the parties pursuant to the Underlying Agreement,
including the use of Data properly transmitted hereunder, shall, for
all legal purposes, evidence a course of dealing and a course of
performance accepted by the parties in furtherance of the purpose
of these Agreement terms.
INCIDENTAL AND Except for a breach of clause 21. NEITHER PARTNER WILL BE
CONSEQUENTIAL DAMAGES LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING FROM OR AS A RESULT
OF THE DELAY, OMISSION OR ERROR IN AN ELECTRONIC
TRANSMISSION OR SENT OR RECEIVED PURSUANT TO
THESE AGREEMENT TERMS.
LIMITATION OF LIABILITY If the Underlying Agreement contains a Limitation of Liability
clause, the Limitation of Liability clause in the Underlying
Agreement will also apply to transmissions sent pursuant to this
Agreement.
TERMS AND TERMINATION This Agreement shall take effect from the last date of signature of
this Agreement.
Either partner may terminate this Agreement by giving the other

17 - 17 -
 partner at least thirty (30) days prior written notice specifying the
effective date of termination. Any termination will not alter the rights
or duties of the parties with respect to Data transmitted before the
effective date of the termination.
In the event that either partner shall at any time during the term of
this Agreement:
Be in breach of its obligations hereunder where such
breach is irremediable or (if capable of remedy) is not
remedied within thirty (30) days of notice from the other
partner requiring its remedy; or
Be or become bankrupt or insolvent or make any
compensation with its creditors or have a receiver or
manager appointed for the whole or any part of its
undertaking or assets or (otherwise than as a solvent
enterprise for the purpose of and followed by an
amalgamation or reconstruction where under its successor
shall be bound by its obligations hereunder) commence to
be wound up;
The other partner may forthwith by notice in writing terminate this
Agreement. Survival, all identities, warranties and representations
made under the agreement and all accrued obligations under the
agreement will survive cancellation or termination of the agreement.
NATURE OF AGREEMENT This Agreement does not express or imply any commitment to
purchase or sell goods or services or to conduct any business
transaction.
WAIVER No exercise or failure to exercise or any delay in exercising any
right power or remedy vested in either partner under or pursuant to
this Agreement shall constitute a waiver by that partner of that or
any other right power or remedy.

ASSIGNMENT Neither partner shall assign, subcontract charge or otherwise deal

with or dispose in any way of its rights or obligations hereunder
without the prior consent of the other partner, save that no such
consent is required in the event of the internal reconstruction or
reorganization of a partner.
SEVERABILITY Notwithstanding that the whole or any part of any provision of this
Agreement may prove to be illegal or unenforceable the other
provisions of this Agreement and the remainder of the provision
shall remain in full force and effect.
Unless otherwise agreed by the parties, the provisions of this
Agreement are not intended to govern the contractual obligations
arising from the underlying transactions effected by the use of
electronic commerce except as provided at clauses 5 and 7 hereto.
FORCE MAJEURE Parties shall not be liable line for any failure to perform their
obligations required by any transaction or any Data, where such
failure results from any act of God or other cause beyond these
partner’s reasonable control including, without limitation, any
mechanical, electronic or communications failure which prevents
such parties from transmitting or receiving any documents.
CONFLICT RESOLUTION Alternative dispute resolution is encouraged, however, either
partner may litigate any dispute arising under or relating to this
Agreement:

Pending resolution of any such dispute by settlement or final

judgment, the parties shall proceed diligently with the terms of this
Agreement.

18 - 18 -
 Disputes, controversies or claims arising out of this
Agreement that involve parties based within the same
national boundary shall be brought and jurisdiction and
venue shall be proper only in (specify court and country
(insert pull down menu here). replace with blank fill
in line
Disputes, controversies or claims arising out of this
Agreement that involve parties residing in different
countries shall be finally settled under the rules of
arbitration of the International Chamber of Commerce by
three (3) arbitrators, unless otherwise decided,
appointed in accordance with the said rules. The
language of the arbitration shall be English (unless
otherwise agreed to) and the place of arbitration shall be
____________________________. Another jurisdiction
may apply to give effect to the findings of the arbitration.
NOTE: The blank filed will be pre-populated by the prime
ORDER OF PRECEDENCE In the event of a conflict between the Underlying Agreement and
the Trading Partner Agreement, the Underlying Agreement shall
take precedence.
NOTICES All notices required to be given under this Agreement, except for
those communications forming a part of transactions, shall be in
writing and shall be sent by written or electronic means, return
receipt requested, to the parties as follows: [at the offices detailed
in clause 1 of this Agreement.]
If delivered by hand, notice will be deemed delivered on the day
of delivery if it is the recipient's business day and otherwise on
the recipient’s first business day immediately following delivery;
If delivered by hand by a Commercial Express Delivery Service,
notice will be deemed delivered to the receiving partner on the
third business day (or on the tenth business day, in the case of
airmail) after collection by the Commercial Express Delivery
Service;
If sent by facsimile, telex or other electronic means;
i) If transmitted between 09:00 and 17:00 hours on a business
day (recipient’s time) on completion of receipt by the sender of
verification of the transmission from the receiving instrument; o
ii) If transmitted at any other time, at 09:00 on the first
business day (recipient’s time) following the completion of
receipt by the sender of verification of the transmission from
the receiving instrument.
EXPORT Where the Data is being transmitted from one country to another, the transmitting
partner warrants that it has obtained all necessary approvals that comply with the
export control and economic sanction laws applicable to the export of such Data to
the receiving partner.
Where the Data is being transmitted from one country to
another, the transmitting partner warrants that it complies
with all encryption-related regulatory requirements of the
transmitting partner’s country, which apply to the
transmission of such data to the receiving partner. The
receiving partner warrants that it has obtained all necessary
authorizations for the use of encryption technology.
There is an obligation on the receiving partner not to transmit data
on to another country, except by prior approval of the transmitting
partner and any applicable laws and regulations of the transmitting
partner.

19 - 19 -
 RECORDS MANAGEMENT AND For a period of three (3) years after final payment or as defined
RECORDS RETENTION under the Underlying Agreement, Trading Partner and Enterprise
shall maintain all related books, records, and documents generated
as a result of this agreement.
GOVERNING LAW The agreement shall be construed under and governed by the law
of the (insert appropriate country/state) without regard to conflict
of law provisions.
ENTIRE AGREEMENT This Agreement and the Exhibits constitutes the complete
agreement of the parties relating to the electronic transmission of
Data as specified within this Agreement and supersedes all prior
representations or agreements, whether oral or written, with respect
to such matters.
Enterprise: (pre-loaded by the prime)

Trading Partner: (completed when accepted by the supplier)

277
278
279
280To be completed for and during the Agreement Template development work:

2815.3.2 Agreement Header Data

2825.3.3 Core Agreement Clause Data

2835.3.4 BUSINESS AGREEMENT CLAUSE DATA

2845.3.5 Accept /Reject / Counter menu Data

2855.3.6 Final Acceptance / Sign-Off Data

2865.4 Definition of Terms

Enterprise Any entity engaging in business, such as a
proprietorship, partnership, or corporation. May
also be termed company.
Contract Administrator Enterprise representative with the authority to sign
contracts, on behalf of the enterprise with an
external party which would commit the enterprise to
perform work, incur obligations or accept liability.
Execution, Execute, Executed Validation of a legal document by the performance
of all necessary formalities.
Trading Partner Any entity conducting electronic transactions with
another entity.
287
288END OF DOCUMENT
289

20 - 20 -