OMS Standard Integration/Reintegration Statement of Work (“SOW”)

1.    Definitions,Acronyms and Abbreviations

• ACF – means Annual Connector Fees
• Business Hours – Monday to Friday between 8:00 AM and 5:00 PM Pacific Time, excluding any iTradeNetwork designated holidays
• CR – means Change Request as defined in Section 2
• Integration Partner(s) – means third party providers or value-added networks
• OMS or Solution – iTradeNetwork’s Order Management System
• POs – means purchase orders
• Professional Services – means in the services that iTradeNetwork shall provide
• Project Kick Off - a mutually agreed date to start the Project by iTradeNetwork and Customer.
• SFTP – means Secure File Transfer Protocol
• UAT – User Acceptance Testing

2.    Project Scope

2.1   EDI Document Integration or ReIntegration. iTradeNetwork Professional Services will provide connectivity and integration testing of selected EDI documents (“EDI Documents”) for the fees stated in Section 5 related to Customer’s subscription to OMS (the “Project”). Customer or its Integration Partner (defined below) must complete the following six (6) items no later than forty (40) business days after the Order or SOW Effective Date:

• Map to iTradeNetwork’s specifications
• Using Sample PO provided by iTradeNetwork, return corresponding EDI/Flat File documents for iTradeNetwork to perform mapping verification
• Confirm ability to meet Trading Partner workflow and operational requirements
• Enter Customer’s billing / ship from locations into the Customer’s OMS portal account
• Load Customer’s item catalog into the Customer’s OMS portal account
• Provide iTradeNetwork with *up to five (5) sample POs which reflect any unique business scenarios affecting EDI Document integration for testing

*iTradeNetwork will send up to five (5) POs to Customer in iTradeNetwork’s stage environment.  In the event that any of the POs fail, iTradeNetwork will retest and make commercially reasonable efforts to resolve the issue.  If Customer requests testing for more than five (5) POs, such work will be subject to additional fees which shall be scoped in a separate Order, SOW or CR.

Customer Integration Partner Contact Information for the Testing and Certification Process:  Customer needs to provide the full Name, Title, Phone and Email for it’s Integration Partner to iTradeNetwork Professional Services Team.

iTradeNetwork and Customer will set up a test environment for Customer within the OMS test environment and agree on a testing start date. For a period of up to thirty (30) business days, integration testing will be manually executed for each EDI Document to verify a) delivery of the EDI Document to Customer and iTradeNetwork, b) functional mapping(s) and c) that Customer’s catalog is operational. Customer and Integration Partner resources must be available to meet this thirty (30) business days deadline and all escalations to Integration Partner(s) will be handled by Customer, not iTradeNetwork.  In the event that the acts or omission of the Customer or its Integration Partner cause delays, iTradeNetwork may reschedule the Project subject to the availability of its resources without liability. Notwithstanding the timing of Project acceptance, Customer will have access to OMS upon completion of the Web Portal Services.

2.2  Project Delays. In the event Customer requests that iTradeNetwork place the Project on hold, then iTradeNetwork reserves the right to a) adjust the Project schedule which shall be documented in an executed CR including any applicable additional fees or b) suspend or terminate the Project without further liability. In the event that Customer either a) places the Project on hold without notification to iTradeNetwork for more than fourteen (14) days from the agreed upon testing start date; or b) abandons the Project or is otherwise unreachable by email for a period of more than ten (10) business days without notice to iTradeNetwork, then iTradeNetwork may deem the Project terminated as of the last date of the foregoing (a) or (b) to occur.  In addition, iTradeNetwork shall have no further obligations to perform Professional Services under the Project and Customer shall be obligated to pay in full without deduction or offset all unbilled and unpaid fees incurred by iTradeNetwork for the Professional Services provided up to the date of termination plus any non-cancellable commitments that have been incurred by iTradeNetwork. Any unbilled or unpaid fees set forth herein shall be non-cancelable and non-refundable. Customer may restart the Project at a later time under a new, separate SOW for the fees stated therein.

2.3    Out of Scope. This SOW reflects iTradeNetwork’s and Customer’s best understanding of the Project scope as of the Order or SOW Effective Date.  Should any items arise that are beyond the scope of the Professional Services described in this Section 2, they will be considered out of scope and will require a CR. The following items are out of scope:

• Any customizations and modifications to iTradeNetwork’s standard integration, functionality, and workflow.
• New requirements that require additional resources on the part of iTradeNetwork and/or that impact the cost, timing, scheduling or workflows.
• In the event that Customer implements changes to any of its systems or existing applications, including without limitation, where Customer replaces an application with a new one or changes an existing integration that requires either a) reintegration; b) recertification and/or c) testing or configuration; or that causes the existing integration to fail. Such work may be subject to additional fees which shall be scoped in a separate SOW or a CR.
• iTradeNetwork assumes no responsibility for any connectivity or integration related services or charges by Integration Partners.  To the extent any Integration Partner is involved in delivering the services, Customer will be informed of such and Customer shall be responsible for any related fees which iTradeNetwork will invoice Customer for accordingly.
• No training or other material will be provided.

This section states the entire scope of the Project. Any other future requested or previously verbally discussed requirements, or any feature, function, report that is not explicitly defined herein is considered out of scope and will be covered in a separate Order, SOW or CR.

3.    Project Assumptions, risks and acceptance

3.1   Project Assumptions

• The parties will commit the required resources to complete the Project within an agreed to schedule.
• The parties will provide the resources described herein.
• The success of this Project is dependent on Customer’s timely review of the EDI Documents and workflows including conducting its own internal validations and/or certifications to make sure business and technical processes are met in all applicable Customer systems.
• iTradeNetwork will furnish its own development, test, and production hardware environments for this Project.

3.2    Project Risks.  All testing will be done through iTradeNetwork’s test environment. Since this is the test environment for all iTradeNetwork changes, testing delays may occur.

• Delays in any of the following actions by the Customer will delay Project testing:
  • Send iTradeNetwork sample Integration files that are mapped to iTradeNetwork’s specifications
  • Confirm ability to meet Trading Partner workflow and operational requirements
  • Enter Customer’s billing / ship from locations into the OMS portal
  • Load Customer’s item catalog with clean and complete data (including mandatory fields) into the OMS Portal
  • Provide iTradeNetwork with sample POs which reflect any unique business scenarios affecting EDI Document integration
  • Provide feedback on the testing to iTradeNetwork
• Proper utilization of the defined workflow and functionality in the Solution is critical to the functionality defined within the Project.  Any changes to the workflows will cause impacts to the business and may require a CR.
• If Customer is utilizing a third party middleware integration partner, rather than direct connection with iTradeNetwork, it remains Customer’s responsibility to ensure the third party’s ability to meet workflow and operational requirements as well as ensuring sample Integration files sent are mapped to iTradeNetwork’s specifications; any delays caused by the third party remain Customer’s responsibility
• If the appropriate and/or required Customer resources, or any third party middleware integration partner resources are not committed or any additional work that is considered out of scope is identified, the Project may be delayed.  
• All modifications will be addressed through a CR.  CR may extend the Project timeline and increase the costs associated with the Project depending on the iTradeNetwork CR assessment.

3.3   Acceptance. Completion of testing shall be evidenced by Customer’s signoff of iTradeNetwork’s UAT acceptance form, such acceptance not to be unreasonably withheld. If Customer does not approve the acceptance form or provide a written description of material non-conformance of UAT within five (5) business days following delivery, the services will be deemed accepted. If any other deliverable has not materially conformed to the requirements as outlined in Section 2, Project Scope, Customer may only reject such deliverable by doing so in writing to iTradeNetwork that specifies in reasonable detail the non-conformance. iTradeNetwork will use commercially reasonable efforts to: a) correct the deliverable within ten (10) business days, or b) if it is impracticable to correct the deliverable within such time period, provide Customer with a written plan to correct the deliverable, including a schedule, within three (3) business days. If iTradeNetwork disagrees with Customer’s rejection of the deliverable, iTradeNetwork’s Project Manager will promptly notify Customer’s Project Manager and schedule a meeting to discuss and resolve the issue.

4.    Location, Facilities, Contacts and Other Logistical Requirements

All communications related to the Project will be performed via conference calls, emails, online conference meetings (e.g. Zoom) and/or direct calls during regular iTradeNetwork Business Hours.  The iTradeNetwork Project Manager will engage in regular communications with the Customer Project Manager on status of the Project.  All configuration and testing work will be performed at iTradeNetwork’s facilities.

If Customer requests that any portion of this Project be performed on-site at Customer’s or another party’s premises; be performed on weekends, and/or performed outside of iTradeNetwork Business Hours, iTradeNetwork and Customer will mutually agree on the effort involved, the logistics and any additional costs as applicable, including reasonable travel and other expenses.  Such costs will be pre-approved in a separately executed CR. Any such travel and other expenses shall be billed monthly as incurred, and be non-refundable, and non-cancelable.

5.    Integration Services, Fees.

5.1    Customer’s integration or reintegration includes the documents and connections listed in the applicable Order Form.  All Fee(s) for the integration or reintegration shall also be stated in the  applicable Order Form.

5.2   Invoice and Payment Terms.

5.2.1    One-Time Total Integration or Reintegration Fees.  iTradeNetwork shall invoice Customer the Total One-Time Fees in full upon the Order Effective Date.  All Fee(s) are due in accordance with the Payment Terms listed in the applicable Order Form.

5.2.2    Recurring ACF.  If applicable, iTradeNetwork shall invoice Customer the Annual Connector Fees upon acceptance pursuant to Section 3.3 and such Fees will be prorated from the date of acceptance to the final day of Customer’s current Term for the Solution. Thereafter, the ACF will be coterminous with the Solution and automatically renew for additional one (1) year periods that are invoiced thirty (30) days in advance of each Renewal Term. Notwithstanding the foregoing, should Customer terminate the Solution, the ACF will terminate effective the same day. iTradeNetwork will automatically adjust its fees on an annual basis by five percent (5%) or CPI, whichever is greater.

6.    Customer Responsibilities

6.1    Customer will ensure that it has all the necessary hardware and software required to use OMS.

6.2  iTradeNetwork’s obligation to provide OMS is subject to timely provision of necessary data and information by Customer, by its Authorized Users, any third party middleware integration partner, and by any Trading Partners, where applicable.

6.3    Customer must provide the necessary system access in order to support file to file data transfers between Customer’s systems and iTradeNetwork’s systems as well as reasonable access to the applicable subject matter expert (“SME”) for such systems and any third party systems as the case may be.

6.4    Customer will be responsible for the content of any of its data and databases, access and use, backup and recovery and the security of its data.

6.5    Customer will ensure that it and its suppliers, carriers, manufacturers and agents provide iTradeNetwork, at no charge and in a timely manner, access to all facilities, equipment, data, information, tools, software, documentation, materials or other information or resources required as stated herein and any subsequent communications from iTradeNetwork, as well as access to and responses from personnel and agents, reasonably required by iTradeNetwork to provide the Professional Services herein (“Customer Materials”). Customer grants iTradeNetwork the right to use Customer Materials to the extent required for iTradeNetwork to perform the Professional Services. Further, iTradeNetwork’s performance of the Professional Services depends on Customer Materials being provided in a timely manner and that any failure or delay will prevent or delay iTradeNetwork’s performance of the Professional Services.

6.6    Customer to work with the iTradeNetwork Onboarding Operations and Project Manager during the Project implementation phase on all deliverables herein. Failure to stay engaged with iTradeNetwork and drive the timelines below may result in project cancelation. Project steps and timeline are as follows:

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6.7    Customer will provide timely acceptance of the Professional Services as described herein.

6.8    Customer will be responsible for the identification and interpretation of any applicable laws, regulations, and statutes that affect Customer’s application systems, programs, or data to which iTradeNetwork will have access during the Project.  It is Customer’s responsibility to ensure the systems, programs, and data meet the requirements of those laws, regulations and statutes.

6.9    Customer will ensure that it gains all necessary consents and authorizations for any logo, trademark or other intellectual property to the extent applicable for the Professional Services herein.

6.10 iTradeNetwork is not responsible for inaccuracies or delays resulting from input errors by Customer, its Authorized Users or its Trading Partners.

7.    ADDITIONAL TERMS

The parties acknowledge and agree that iTradeNetwork is in the business of providing supply chain services to third parties that are or may be substantially similar to the Professional Services being provided to Customer.  Customer agrees that iTradeNetwork personnel will be free to use and employ their general skills, know-how, and expertise related to iTradeNetwork integration services retained in the recipient personnel’s unaided memories without specific or intentional memorization or reference to written or electronic information that is gained or learned during the course of any Professional Services provided or performed hereunder, subject to its obligations with respect to Customer’s Confidential Information pursuant to the Agreement. No license to Customer’s Confidential Information or intellectual property is granted to iTradeNetwork hereunder, other than for the limited period and limited scope of performing the Professional Services hereunder.

Customer is solely responsible for the use of any test/sample data processed through iTradeNetwork’s development or testing environments. iTradeNetwork will not be responsible for how Customer processes such data in their integration, their systems or during their UAT. In the event that Customer elects to use a “live” or “production system” to process iTradeNetwork’s test/sample data, iTradeNetwork will not be liable and Customer shall hold iTradeNetwork harmless for any loss or issues related production data except to the extent caused by iTradeNetwork’s negligence or willful misconduct.

Nothing in the Agreement, Order or  SOW shall affect any existing agreements or service levels between Customer and any third party including, but not limited to, any pricing, order deadlines, delivery schedules, inventory commitments, minimum order sizes, credit terms, guarantees, or other terms negotiated between buyers and sellers.  iTradeNetwork accepts no responsibility for maintaining or enforcing any such agreements, service levels or terms between Customer and any third party. Furthermore, nothing in this Agreement shall affect the determination of whether, or when, a binding agreement has been reached between Customer and any third party, and such determination shall be made in accordance with the terms of, and circumstances surrounding, such agreements.  iTradeNetwork assumes no responsibility for any agreement occurring, or failing to occur, between Customer and any third party, and iTradeNetwork shall have no liability for any breach of any such agreement.

Except as provided herein, all other terms and provisions of the Agreement, including any subscription fees or other fees, shall remain unmodified and in full force and effect. Any terms or provisions of the Agreement that may conflict or are inconsistent with the terms herein are superseded by or shall be construed in a manner that is consistent with the terms herein.