GCSC Membership Application $500 Fee

ELECTRONIC DATA INTERCHANGE (EDI) AGREEMENT

1. Parties
This Agreement is entered into between Gulf Coast Safety Council ("GCSC") and the Client Company listed in this application ("Client").

2. Effective Date
This Agreement is effective as of the date in which this application is submitted.

3. Purpose
GCSC and Client have entered into this Agreement in order to verify training history, to schedule Client's employees in safety and related classes offered by GCSC and/or to access the electronic Pre-Qualification Form. Client is obligated to pay for any services ordered and received. The parties have agreed to use the electronic exchange of information in substitution for conventional paper-based documents and intend that the transactions entered into will be fully enforceable and legally valid.

4. System Operations
Each Party, at its own expense, shall provide and maintain the equipment, software, telephone lines, modems and testing necessary to effectively and reliably complete electronic registration. Scheduling requests will be transmitted electronically to GCSC through a telephone line and modem accessing the GCSC scheduling database, or by accessing the GCSC Internet website. Each Party shall be responsible for its own acts or omissions while transmitting, receiving, storing or handling scheduling requests.

5. Security Procedures
Each Party shall maintain and utilize those security procedures which are reasonably sufficient to ensure that all transmissions of training requests are authorized; and, to protect its business records, passwords, codes and data from improper access.

6. Authorized Transactions
Client shall be responsible for maintaining adequate security over its system access codes and passwords. GCSC shall be entitled to rely on scheduling requests, which appear to originate from Client. The Parties agree that scheduling requests generated from client constitute evidence of an authorized transaction on behalf of that party.

7. Proper Receipt
Scheduling requests shall not be deemed to have been properly received, and no requests shall give rise to any obligation, until accessible by GCSC at its scheduling database. The originating party bears the risk that the recipient may not receive a scheduling request or that a scheduling request may be garbled or otherwise unintelligible.

8. Verification
Client is responsible to verify that the classes it has reserved space for are appropriate for its employees. Before sending its employees to GCSC for the classes, Client is responsible to verify that space is available and the classes will be held as the Parties anticipated.

9. E-Mail Policy
Client’s participation in the Electronic Data Interchange program may allow you to have access to GCSC’s electronic mail system; therefore you will be required to comply with the policies of our e-mail policy. The GCSC E-Mail Policy is made part of this agreement as an attachment.

10. Terms and Conditions
This Agreement is to be considered part of any other written agreement expressly referring to it. In the absence of any other written agreement applicable to any transaction made pursuant to this Agreement, such transaction (and any related communication) also shall be subject to such additional terms and conditions as may be determined in accordance with applicable law. The terms of this Agreement shall prevail in the event of any conflict with any other terms and conditions applicable to any transaction.

11. Confidentiality
No information contained in any scheduling requests or otherwise exchanged between the parties shall be considered confidential, except by written agreement between the parties, or by applicable law.

12. Validity: Enforceability
A. This Agreement has been executed by the Parties to evidence their mutual intent to create binding purchase and sale obligations pursuant to the electronic transmission and receipt of scheduling requests.
B. Any scheduling requests properly transmitted pursuant to this Agreement shall be considered, in connection with any transaction, any other written agreement described in Section 10, or this Agreement, to be "in writing". And any such scheduling requests shall be deemed for all purposes (a) to have been "authorized" and (b) to constitute an "original" when printed from electronic files or records established and maintained in the normal course of business.
C. The conduct of the parties pursuant to this Agreement shall, for all legal purposes, evidence a course of dealing and a course of performance accepted by the parties in furtherance of this Agreement, any transaction and any other written agreement described in Section 10.
D. In connection with all scheduling requests and transactions under this Agreement, each party shall adopt a "signature" within the meaning of the Uniform Commercial Code.

13. Termination
This Agreement shall remain in effect until terminated by either Party with no less than five-(5) business days prior written notice. The written notice shall specify the effective date of termination. Any termination shall not affect the respective obligations or rights of the parties arising under any scheduling requests under this Agreement prior to the effective date of termination.

14. Severability
Any provision of this Agreement, which is determined to be invalid or unenforceable, will be ineffective to the extent of such determination without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such remaining provisions.

15. Entire Agreement
This Agreement constitutes the complete agreement of the parties relating to the matter specified in this Agreement and supersedes all prior representations or agreements, whether oral or written, with respect to such matters. No oral modification or waiver of any of the provisions of this Agreement shall be binding on either party. No obligation to enter into any transaction is to be implied from the execution or delivery of this Agreement. This Agreement is for the benefit of; and shall be binding upon, the parties and their respective successors and assigns.

16. Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Louisiana.

17. Force Majeure
No party shall be liable for any failure to perform its obligations in connection with any transaction or any scheduling requests, where such failure results from any act of God or other cause beyond such party's reasonable control (including, without limitation, any mechanical, electronic, or communications failure) which prevents such party from transmitting or receiving any scheduling requests.

18. Limitation of Damages
Neither party shall be liable to the other for any special, incidental, exemplary or consequential damages arising from or as a result of any delay, omission or error in the electronic transmission or receipt of any scheduling requests pursuant to this Agreement, if either party has been advised of the possibility of such damages.

19. Mediation
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof; shall be resolved exclusively through mediation.