EDI TRADING PARTNER AGREEMENT

THIS ELECTRONIC DATA INTERCHANGE TRADING PARTNER AGREEMENT (this "Agreement") is made as of          , 20 , by and between PHH VEHICLE MANAGEMENT SERVICES, LLC ("PHH"), a Delaware limited liability company, with offices at 940 Ridgebrook Road, Sparks , Maryland 21152 and                                                                                             ("Client"), with offices at                                                                                                .

WHEREAS, PHH currently provides vehicle fleet management services to Client pursuant to a motor vehicle lease and/or other ancillary agreements (collectively the "Fleet Agreements"); and

WHEREAS, in connection with transactions contemplated under the Fleet Agreements ("Transactions"), PHH and Client desire to substitute available electronic data interchange ("EDI") technology for conventional paper-based documents, in accordance with the terms of this Agreement.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1. Prerequisites.

1.1 Documents: Standards. Each party may electronically transmit to or receive from the other party such Transactions as the parties may agree upon from time-to-time (collectively "Documents"). Any transmission of data which is not a Document shall have no force or effect between the parties unless justifiably relied upon by the receiving party. Unless the parties agree otherwise, all Documents shall be transmitted in accordance with the ANSI EDI standards (X12). The implementation of new versions or releases of the standards shall be subject to mutual agreement of PHH and Client.

1.2 Third Party Service Providers. Documents shall be transmitted through either a direct connection between the parties or a third party service provider ("Provider"). Unless the parties agree otherwise in writing, each party shall be responsible for the costs of any Provider with which it contracts. Each party shall also be liable for the acts and omissions of its Provider while transmitting, receiving, storing or handling Documents. For documents transmitted directly and through a third party service provider, the party initiating the communication shall be responsible for all transmitting charges and the party receiving the communication shall be responsible for all receiving charges. Each party shall provide the other party with advance notice of its selection of a Provider or at such time as it changes Providers.

1.3 System Operations and Security Procedures. Each party, at its own expense, shall provide and maintain the equipment, software, services and testing necessary to effectively and reliably transmit and receive Documents. Each party shall properly use those security procedures which are reasonably sufficient to ensure that all transmissions of Documents are authorized and to protect its business records and data from improper access. Each party shall be entitled to rely on all properly transmitted Documents received from the other party.

2. Transmissions.

2.1 Receipt and Verification. For each Document received, except the Functional Acknowledgment discussed below, the receiver will transmit within 24 hours of receipt a Functional Acknowledgment to the electronic mailbox of the sender. The Functional Acknowledgment will indicate only that the transmission has been properly received or that the transmission has been received but is insufficient in its completeness. However the Functional Acknowledgment only signifies receipt of the Document transmitted and does not imply or indicate acceptance of the Document's contents. A Functional Acknowledgment is conclusive with respect to that message which it carries.

2.2 Garbled Transmissions. If any 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. In the absence of such a notice, the originating party's records of the contents of such Document shall control.

3. Transaction Terms.

3.1 Terms and Conditions. This Agreement supplements the Fleet Agreements currently existing or which the parties may enter into in the future. The provisions of such Fleet Agreements will continue to govern the relationship between the parties with respect to each Transaction.

3.2 Validity; Enforceability. Any Document properly transmitted pursuant to this Agreement shall be considered, in connection with any Transaction, the related Fleet Agreement, or this Agreement, to be a "writing" or "in writing"; and shall be deemed for all purposes (a) to have been "signed" by the transmitting party and (b) to constitute an "original" when printed from electronic records established and maintained in the normal course of business.

4. Termination. This Agreement shall remain in effect until terminated by either party upon not less than thirty (30) days prior written notice, which notice shall specify the effective date of termination; provided, however, that any termination shall not affect the respective obligations or rights of the parties arising under any Documents or otherwise under this Agreement prior to the effective date of termination.

5. Miscellaneous. Neither PHH nor Client shall be responsible for any failure to comply with the provisions of this Agreement due to causes beyond its control. Such causes shall include, though not be limited to, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, labor disputes, transportation embargoes or failures or delays in transportation or shortages of raw materials or supplies caused by any of the aforementioned events of force majeure. Upon cessation of the events of force majeure, this Agreement shall continue in full force and effect for the remainder of its respective term. In the event that any provision of this Agreement shall be determined to be invalid, illegal, or unenforceable, such determination shall not affect any other provision of this Agreement. This Agreement constitutes the complete agreement of the parties relating to the matters specified herein 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 obligations 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. 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 Documents pursuant to this Agreement, even if either party has been advised of the possibility of such damages. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Maryland.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

PHH VEHICLE MANAGEMENT SERVICES LLC

By:______________________________________________________

Vice President

Information Technology Services

 

CLIENT:

By:_____________________________________________________

Vice President