ELECTRONIC COMMERCE
AGREEMENT

This Electronic Commerce Agreement (ECA) is made as of ________________, by and between the Department of the Interior, Minerals Management Service (MMS), located at 381 Elden Street, Herndon, Virginia 20070-4817 and ____________ with offices located at ____________________________.

MMS and ______________, to electronically send and receive report data transactions (Transactions) or funds, in agreed formats in substitution for conventional paper-based documents, and to assure that such Transactions or funds transfer are legally valid and enforceable, agree to the following terms and conditions:

1.     Documents/Funds Transfer. During the term of this ECA, each party may electronically
        transmit toor receive from the other party any of the following as specified:

        a)     Documents. Document data transaction sets (Documents) are as listed in the Appendix and
                include all Documents which the parties, by conventional written agreement signed by both
                parties, have added to the Appendix collectively. The format and transmittal of all Documents
                will comply with the standards identified for the electronic transmission methodology
                selected, and the published industry and Government guidelines as set forth in the Appendix.

        b)     Funds. Funds for the payment of royalties, lease rentals, bonuses, interest, penalties, and
                assessments, and notification of funds due may be transferred electronically as specified
                within this ECA and in accordance with the standards set forth in the Appendix.

2.     Electronic Transfer Methods. The electronic transfer methods which may be used during the
        term of this ECA to transmit to, or receive from the other party, may be any of the following:

        a)     Electronic Funds Transfer. Electronic Funds Transfer (EFT) is any paperless transfer of
                funds initiated by a bank through a terminal, computer, or magnetic tape for the purpose of
                instructing or authorizing, by means of a structured format, financial institutions to transfer
                funds from a sender's account to a recipient's account. For the purposes of this ECA, either
                the Automated Clearing House (ACH) network or the U.S. Treasury Fedwire Deposit
                System (FDS) should be used as the means for transferring funds between the parties. The
                ACH is a banking industry network for the exchange and settlement of electronic
                transactions among financial institutions. The FDS allows you to submit electronic
                payments to MMS through the Federal Reserve Bank wire network for same-day
                settlement. When the ACH network is used, funds transfer and remittance information
                will be effected by use of either:

                (1)     The Corporate Trade Exchange (CTX) format of the National Automated Clearing
                          House Association (NACHA), and the Payment Remittance Advice format as
                          specified by ANSI ASC X12 Transaction Set Number 820, as identified in the
                          Appendix, or;

                (2)     The Cash Concentration and Disbursement Plus Addenda (CCD+) option using an
                          MMS-supplied addenda format.

                The format and transmittal of all EFT will comply with the ANSI ASC X12
                standards, the NACHA standards, and the published industry and Government
                guidelines as set forth in the Appendix.

        b)     Electronic Data Interchange. Electronic Data Interchange (EDI) is the direct computer to
                computer interchange of data using standards as set forth by the American National
                Standards Institute (ANSI) Accredited Standards Committee (ASC) X12. The exchange
                may use the services of a third party service provider with which either party may contract.

        c)     Electronic Mail. Electronic Mail (E-Mail) is the electronic exchange of human-to-human
                communications, notes, informational reports, and files of data using a commercial
                electronic mail service. Data files must be formatted using ASCII or Comma Separated
                Values formats and MMS record layouts as set forth in the Appendix.

        d)     Computer Readable Media. Computer readable media such as magnetic tape, cassettes,
                floppy disks, or diskettes will not be exchanged under this ECA.

        e)     Electronic Bulletin Boards. The use and exchange of information or data using electronic
                bulletin boards will not be exchanged under this ECA.

3.     Third Party Service Providers/Commercial Electronic Mail Services. Documents will be
        transmitted electronically to each party as specified in the Appendix either directly, using a
        commercial electronic mail service, or through a third party service provider (Provider) with
        which either party may contract. Either party may modify its election to use, not to use, or to
        change a Provider upon 30 days written notice. Each party will be responsible for the costs of
        any Provider or commercial electronic mail service with which it contracts, unless otherwise set
        forth in the Appendix.  The EFT to MMS will be through the Department of the Treasury
        designated service Provider as specified in the Appendix. Document transmittal to MMS via
        E-Mail will be conducted through a commercial electronic mail service which must be compatible
        with the MMS commercial electronic mail service as specified in the Appendix.

4.     Equipment. Each party, at its own expense, will provide and maintain all of the equipment,
        software, communications linkages, Provider or commercial electronic mail services, and testing
        necessary to effectively and reliably transmit and receive Documents.

5.     Security Procedures. Each party will properly use those security procedures, including those
        specified in the Appendix, if any, which are reasonably sufficient for effecting the authorized
        transmission of Documents and for protecting its business records and data from improper
        access.

6.     Signatures. Each party will adopt as its signature(s) an electronic identification(s) consisting of
        symbol(s) or code(s) which are to be affixed or contained in each Document transmitted by
        such party (Signature) as set forth in the Appendix. Each party agrees that any Signature of
        such party affixed to or contained in any transmitted Document will be sufficient to verify that
        such party originated such Document and that the contents of the Document are accurate and
        complete. Neither party will disclose to any unauthorized person the Signature of the other party.
        Each party will notify the other of its Signature and is authorized to change its Signature at any
        time and from time to time by such notice as set forth in the Appendix. Any Document without
        a signature, as described in this paragraph, is invalid.

7.     Notices. Notices required or permitted under this ECA will be provided in accordance with the
        provisions set forth in the Appendix.

8.     Receipt. Documents will not be deemed to be received, and no Document will give rise to any
        obligation, until the same is accessible to the receiving party at such party's Receipt Computer,
        or, is accessible at such party's Provider, as designated in the Appendix. The receipt date and
        time for Documents transmitted directly is the date and time that the transaction set is accessible
        to the receiving party at such party's computer system. The receipt date and time for Documents
        transmitted using Provider services is the date and time of receipt of the Document by the
        recipient's Provider. Funds transfer by EFT will be deemed completed when the depository
        financial institution: 1) has received or has control of the payment and; 2) has received sufficient
        information to accurately post the payment to the MMS account. Receipt date and time for
        E-Mail will be the date and time that MMS retrieves the Document from its commercial
        electronic mail service. MMS will automatically retrieve all available files from its commercial
        electronic mail service every 20 minutes of a normal business day.

9.     Transmission. The sender is responsible for ensuring on-time receipt of electronic transmissions
        to ensure that date and time requirements are met for those Documents and EFT which are
        required by MMS to be filed by a particular date and time.

10.   Verification. Upon receipt of any Document, the receiving party will immediately transmit
        a functional acknowledgment, or return receipt, in return, unless otherwise specified in the
        Appendix. A functional acknowledgment, or return receipt, will constitute conclusive evidence
        that a Document was received.

11.   Unintelligible Transmissions. If any transmitted Document(s) is received in unintelligible or
        garbled form, the receiving party will immediately notify the originating party (if identifiable
        from the received Document) by telephone or by electronic transmission of an error condition.

12.   Incorporation of Terms. This ECA is subject to all duly promulgated United States Regulations,
        including those at 30 CFR Parts 210, 216, and 218 (July 1, 1995) and any other written
        agreement which references it or which is referenced in the Appendix. The terms of this ECA
        will prevail in the event of any conflict with any duly promulgated regulations of the United States
        promulgated after the effective date of this agreement, or any other written agreement to which
        this agreement is subject.

13.   Enforceability. Each Document transmitted pursuant to this Agreement will be considered, in
        connection with any Transaction, any other written agreement or this ECA, to be a "writing" or
        "in writing"; and any such Document containing or to which there is affixed a Signature (Signed
        Documents) will 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. The parties agree not to contest the validity or enforceability of Signed
        Documents under the provisions of any applicable law relating to whether certain agreements
        be in writing and signed by the bound party. Signed Documents, if introduced as evidence on
        paper in any judicial, arbitration, mediation or administrative proceedings, will be admissible as
        between the parties to the same extent and under the same conditions as other business records
        originated and maintained in documentary form. Neither party will contest the admissibility of
        copies of Signed Documents under either the business records exception to the hearsay rule
        or the best evidence rule on the basis that the Signed Documents were not originated or
        maintained in documentary form.

14.   Recordation. Each party will record and retain copies of all Documents and Transactions to the
        same extent required for paper documents. Such copy will be made by making and retaining a
        hard copy, microform or computer readable record in accordance with reasonably reliable data
        processing practices. Data stored on a microform or computer readable record must be
        retrievable and presentable in a visual or printed form.

15.   Termination. This ECA will remain in effect until terminated by either party with not less than
        30 days prior written notice, which notice will specify the effective date of termination;
        provided, however, that any termination will not affect the obligations or rights of the parties
        arising under any Documents or otherwise under this ECA prior to the effective date of
        termination. In the event of termination, the regulations referenced in the Appendix will govern.

16.   Severability. Any provision of this ECA which is determined to be invalid or unenforceable will
        be ineffective only to the extent of such determination without affecting the validity or
        enforceability of any remaining provisions.

17.   Entire Agreement. This ECA and the Appendix constitute the complete agreement of the parties
        relating to the matters specified in this ECA and supersede 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 ECA will be binding on either party.

19.   Effective Date. The effective date for the electronic interchange of Documents is
        _______________. The effective date for beginning EFT will be as mutually agreed
        after ________________. Transmissions prior to these dates need not be accepted by the
        receiving party.

20.   Assignment. This ECA is binding upon and inures to the benefit of the parties hereto and their
        respective successors and assigns. However, neither party may assign any of its rights or
        delegate any of its obligations under this ECA without the prior written consent of the other party,
        which consent will not be unreasonably withheld or delayed.

        Each party has caused this ECA to be properly executed on its behalf as of the date first above
        written.

        Minerals Management Service _____________________________

        By:   ________________     By:  ________________
                 ________________            ________________
                 ________________            ________________
                 ________________            ________________

2.  DOCUMENTS:

      b)     COMMERCIAL ELECTRONIC MAIL SERVICE PROVIDER:

     (3)      By:  ________________
                ___________________
                ___________________
                ___________________

 

 

 

      d)     The password (Signature) will be a part of the encrypted E-Mail data file.

11. SECURITY SOFTWARE PRODUCTS: