MDS Standard Integration Statement of Work (“SOW”) for Subscribers or Publishers

Version: January, 2026

1. Project Definitions. Terms, Definitions, Acronyms and Abbreviations.

Business Hours – Monday to Friday between 8:00 AM and 5:00 PM Pacific Time, excluding any iTradeNetwork designated holidays

CIN - means Catalogue Item Notification, a message used to transmit new or updated trade item information from a source Data Pool to a recipient Data Pool.

CR – Change Request as defined in Section 5.4

Catalog Item - means each publisher’s product catalog record stored within MDS

Customer Materials – means those items described in Section 4.3

DMS - means the iTradeNetwork service that facilitates maintenance of your master data on an ongoing basis, providing data validation, cleansing and communication with suppliers via GDSN and bi-directional synchronization with retailer master data systems to persist changes

Data Pool Service - means the iTradeNetwork service and related application modules that hold and process Trading Partner data in accordance with the GDSN standards.

Deliverables – means deliverables as described in Section 4.1

GDSN - means Global Data Synchronization Network, an internet-based, interconnected network that enables companies around the world to exchange standardized and synchronized product catalog data with their trading partners.

GS1 Global Registry or GS1 - a worldwide directory for party, item and subscription data that enables the GDSN community to locate data sources and manage ongoing synchronization relationships between Trading Partners.

GTIN - means Global Trade Identification Number and is a way that a catalogue item is uniquely defined in the GS1 Global Registry.

Integration Partner(s)- as defined in Section 4.4

Internal QA Sign-off Date – the date that iTradeNetwork deploys the Project Deliverables into iTradeNetwork’s respective test environment(s) and notifies Customer

JSON – means JavaScript Object Notation.

MDS - means iTradeNetwork’s Master Data Services solution as described in Section 3, Solution Description.

OMS - means iTradeNetwork’s Order Management Solution.

Professional Services – means implementation, integration, education, value acceleration, consulting or other special services that iTradeNetwork provides as described under this SOW

Production Release Date – means the date Project Deliverables developed herein are deployed into the production environment.

Project Kick Off - a mutually agreed date to start the Project by iTradeNetwork and Customer

Publisher - means a trading party that registers with a certified GDSN data pool provider, in order to push catalog information to potential buying organizations.

RESTful API – Enables communication over the internet between systems. (Representational State Transfer).

SOW - means a Statement of Work mutually agreed to by the parties.

Subscriber - means a trading party that receives data from certified GDSN data pool provider, in order to consider published products for purchase.

Subscription - means each active GDSN subscription available to the Publisher/Subscriber from the recipient trading party.

SME – Subject Matter Expert

TBD – To Be Determined

UAT – User Acceptance Testing

XML - means Extensible Markup Language

2. Project Overview.

iTradeNetwork will implement the MDS / GDSN subscription module for use by Authorized Users of Customer (collectively, the “Project”). The Solution will enable Customer to exchange catalog data through iTradeNetwork as their GS1 registered data pool provider.

3. Project Logistics/Contacts.

3.1 Location, Facilities, Contacts and Other Logistical Requirements.

All communication 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 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.

3.2 Contact Information

CUSTOMER:

Title	Name	Contact #	E-Mail
Project Manager	*Customer to provide to iTradeNetwork prior to Project Kickoff	*Customer to provide to iTradeNetwork prior to Project Kickoff	*Customer to provide to iTradeNetwork prior to Project Kickoff
Project Sponsor	*Customer to provide to iTradeNetwork prior to Project Kickoff	*Customer to provide to iTradeNetwork prior to Project Kickoff	*Customer to provide to iTradeNetwork prior to Project Kickoff

iTRADENETWORK:

Title	Name	Contact #	E-Mail
Project Sponsor	*iTradeNetwork to provide to Customer prior to Project Kickoff	*iTradeNetwork to provide to Customer prior to Project Kickoff	*iTradeNetwork to provide to Customer prior to Project Kickoff

Note: iTradeNetwork team resources will not be assigned until after SOW execution and will be responsible for coordinating and scheduling an initial Project Kick Off meeting and overseeing the Project implementation.

4. Project Scope

4.1 Primary Project Objectives/Deliverables. The Deliverables are set forth below and have been determined based on information provided by Customer as of the SOW Effective Date.

EXECUTE/CONFIGURE: The below Modules are optional and, if purchased, will be listed in Customer’s Order Form. iTradeNetwork will execute and build the Module, solely based on what is included in Customer’s Order Form.

Customer will have access to the following core functionalities within the GDSN Data Pool platform, solely as listed in the Order Form:

For Subscribers ONLY:

Catalog Management. The Catalog Management module enables the Customer to upload product catalog data into MDS. There are two available methods for uploading the catalog:

iTradeNetwork can facilitate the upload provided the Customer supplies the catalog in an approved format and structure, or
iTradeNetwork can support a backend integration from OMS to MDS.

Please note that the transfer of data from OMS to MDS is only available if the Customer has an active subscription to OMS.

Trading Partner Subscription Management. The Customer subscribes to publisher’s/trading partner’s data by configuring Publisher’s/Trading Partner’s/trading partner’s Global Location Number (GLN) on the MDS UI. The Customer is responsible for obtaining publisher’s/trading partner’s GLN information from publisher/Trading Partner alternatively, iTradeNetwork can provide GLN identification services at an additional cost.

GDSN Data Matching. The Data Quality Module will enable the Customer to reconcile their catalog items with their trading partner’s GDSN data based on predefined matching criteria. For example, GTIN. These criteria will be mutually agreed upon in advance and configured by iTradeNetwork within the system at the time of initial configuration.

Data Attribute Management. The Customer may define the required data attributes they expect from their publishers. This process is conducted outside of the platform, typically as a structured document outlining the specific attributes and data requirements. The Customer is responsible for communicating these requirements to their publishers. However, iTradeNetwork can assist in defining this document to ensure alignment with industry standards and best practices.

While the Customer may specify preferred attributes, it remains at the discretion of the publishers to determine which data they choose to publish.

Integration & Data Delivery. The Customer will receive GDSN data from iTradeNetwork via integrated DMSOTI files in standard GS1 format via AS2/SFTP/API. The data will be delivered to the Customer’s internal and/or external systems as per the agreed upon integration method.

For Publishers ONLY:

Publisher Catalog Management. The iTradeNetwork MDS Catalog Management Module for Publishers provides the Customer with the ability to upload, store, and manage catalog data through a user interface. The Customer can maintain and update catalog item information by uploading data in the specified format or direct updates on the MDS user interface.

The module also enables a publisher to share their catalog data with their trading partners via GDSN and non-GDSN channels. The catalog management user interface offers sort and filter features along with the item detail view.

Catalog Feed Integration with OMS. iTradeNetwork enables publishers within its data pool to update designated data points from the MDS catalog into their OMS catalog. This integration requires the customer to maintain an active OMS subscription.

TESTING (UAT) DELIVERABLES:

Authentication and Connectivity.
1. Ensure valid authentication is operational and integration endpoints are accessible, as applicable.
Data Structure and Validation.
1. Check that incoming data matches the expected schema, including required fields and correct data types.
Error Handling.
1. Test responses to invalid data, missing fields, or attempts to update non-existent items
Duplicate Data.
1. Ensure duplicate submissions don’t create redundant entries or errors.
Batch and Large Data.
1. Test the system's ability to handle large payloads and batch updates efficiently.
Data Integration to Order Maestro, if applicable.
1. Test the system integration moving Nutritional and Allergen data (as provided by the Suppliers through standard Subscription process) to Order Maestro for visibility in the Order Maestro UI.
Notifications and Acknowledgements.
1. Confirm successful updates trigger acknowledgment message on UI, and errors are reported appropriately.
End to End Testing.
1. Simulate the full process from data submission to system storage to ensure smooth integration.

DEPLOYMENT DELIVERABLES:

Production Release Date.
1. iTradeNetwork and Customer to mutually agree on an initial Production Release Date after testing and UAT are complete and accepted by Customer. Notwithstanding the foregoing, the date will be determined expressly subject to iTradeNetwork’s general production release schedules and the implementation schedule being met.
Contingency Plan.
1. If material issues arise during the production release, iTradeNetwork and Customer will work on and resolve the issues directly in production via the iTradeNetwork Customer Support process.
Postproduction Support.
1. iTradeNetwork Project Management will monitor the Deliverables to production under this SOW for up to ten (10) business days after the Production Release Date. Upon completion of Deliverables, Customer shall provide Final acceptance per Section 5.3. Thereafter, any requested support must be submitted to iTradeNetwork Support.

4.2 Project Assumptions and Risks.

Project Assumptions:

The parties will commit the required resources to complete the Project within the agreed to schedule.
The parties will provide the resources described in this SOW and all information outlined in the Project Plan in a timely manner.
The success of this Project is dependent on Customer’s timely review of the Deliverables including conducting their 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.

Project Risks:

All testing will be done through iTradeNetwork’s test environment and because this is the test environment for all iTradeNetwork changes, testing delays may occur.
Delays in the timely receipt of data, files and/or feedback during any phase of the Project may impact Project timeline estimates.
If the appropriate and/or required Customer 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’s may extend the Project timeline and increase the costs associated with the Project depending on the iTradeNetwork CR assessment.
Proper utilization of the defined workflow and functionality in the Solution is critical to the functionality defined within this Project. Any changes to the workflows will cause impacts to the business and may require a CR.

4.3 Customer Obligations and Customer Materials.

Customer will ensure that it and its suppliers and agents provide iTradeNetwork at no charge and in a timely manner with access to all facilities, equipment, data, information, tools, software, documentation, materials or other information or resources set forth in this SOW 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 under this SOW (“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.
- 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.
- 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.
- Customer to work with the iTradeNetwork Project Manager and Project Team Lead during the Project implementation phase on all Deliverables herein.
- Timely acceptance of the Deliverables as described in Section 5.
- Except as stated in Section 4.1, no training or other material will be provided.
- Customer will provide iTradeNetwork with the necessary access to any relevant internal Customer systems that may be required for the performance of the Professional Services under this SOW and provide reasonable access to the applicable SME for such systems and any third party systems.
- Customer will ensure that it gains all necessary consents and authorizations for any logo, trademark or other intellectual property to the extent applicable for this Project.

4.4 Out of Scope.

This SOW reflects iTradeNetwork’s and Customer’s best understanding of the Project scope as of the SOW Effective Date. Should any items arise that are beyond the scope of the Professional Services described in Section 2.1 and 4.1, 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 except as specifically described in Section 2.1 and 4.1.
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 i) reintegration; ii) recertification and/or iii) 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 statement of work or a CR.
iTradeNetwork assumes no responsibility for any connectivity or integration related services or charges by any third party providers or value added networks (“Integration Partner(s)”). To the extent any Integration Partner charges iTradeNetwork or Customer, Customer shall be responsible for such fees and any related costs and Customer will either pay the Integration Partner directly or be invoiced by iTradeNetwork.

5. Project Implementation Methodology and Project Estimated Due Dates

5.1 Project Schedule Estimate.

Project Phase	Estimated Schedule/Duration	Acceptance
Initiate: Project kickoff/ Planning Design Configuration	Commences on Project Kickoff Date	N/A
Execute/Build: Integration and Application Development Internal QA	Commences after Project Kickoff Date through the Internal QA Sign-off Date	N/A
Testing: Documentation and UAT	Commences after Internal QA Sign-off Date through UAT acceptance	UAT acceptance occurs upon Customer’s approval of a UAT acceptance form per Section 5.3
Deployment: Production Release Date	Based on iTradeNetwork’s standard deployment schedule for the Solution and UAT acceptance by Customer	Final acceptance occurs upon completion of Project Deliverables per Section 5.3

The estimated Project schedule provided above is based on the amount of effort typically required for a standard implementation involving the Deliverables stated herein. A Project plan with actual dates will be provided based on a schedule agreed to by the parties during the Project Kickoff discussions. The agreed schedule will be based on the reasonable resource availability of iTradeNetwork and Customer. Following Project commencement, and an agreed Project plan, any material slippage to the agreed dates will push back the overall Project schedule and negatively impact resource allocation by iTradeNetwork and, accordingly, be subject to a CR.

5.2 Schedule. iTradeNetwork will use commercially reasonable efforts to provide the Deliverables in accordance with the agreed schedule, destination and format/medium set forth in the Project plan. The iTradeNetwork Project Manager will provide Customer Project Manager with notice of any delay in a Deliverable’s delivery date as far in advance of its scheduled due date as reasonably practicable. iTradeNetwork shall not be liable for or be considered to be in breach or default on account of, any delay or failure to perform any Professional Services due to breakdown of or damage to any equipment, facilities or other property under the control of Customer; unavailability of Customer Materials, supplies, equipment, transportation, services and other necessary items; and any act or omission of Customer, its agents, or any other third party.

iTradeNetwork will not be responsible for any delays to this Project schedule which are solely due to or caused by the acts or omissions of Customer. For purposes of this paragraph, “delay” shall mean any delay in the Project that affects the completion of any Project Deliverable from being completed as scheduled. In the event of a delay caused by Customer the parties will enter into a CR to reflect the revised schedule. Notwithstanding the foregoing, if such delay occurs, iTradeNetwork may suspend or terminate the SOW, and services will not be resumed until the execution of a CR. Any additional Professional Services or any additional costs due to delays by Customer will require the written approval of Customer.

5.3 Review of Results. Completion of UAT shall be evidenced by Customer’s approval of a 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, UAT will be deemed accepted. If any other Deliverable has not materially conformed with the specifications outlined herein and as outlined in Section 4.1, Customer may only reject such Deliverable by doing so in a 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 immediately notify Customer’s Project Manager and schedule a meeting to discuss and resolve the issue.

5.4 Changes. Some minor changes to this SOW’s scope based on daily interaction between the parties is expected and such changes that do not materially impact Deliverables, schedule or costs will not require a formal, written change mechanism for approval. However, any changes materially impacting Deliverables, schedule or costs must be mutually agreed upon by the parties in writing via a CR before proceeding. The originator of the change must submit a written request setting forth the proposed change in reasonable detail to the other party’s Project Manager, who in turn will review the request and respond within a reasonable period. The iTradeNetwork Project Manager will document the schedule, resource and cost implications in a CR. No work related to the CR shall commence until both parties have signed the CR. All CR’s shall be subject to the terms and conditions of this SOW and the Agreement.

6. Fees and Payment Details.

Customer shall pay the fees as defined in the Order Form in accordance with the payment terms listed therein.

7. Term and Termination.

Unless otherwise agreed upon by the parties and duly executed in writing, and subject to the terms provided herein, the obligation of iTradeNetwork to provide Professional Services to Customer under this SOW expires the earlier of: 1) expiration or termination of the Agreement; 2) completion of the Deliverables described in this SOW; or 3) twelve (12) months from the SOW Effective Date (“Expiration Date”) unless delay is caused by the acts or omissions of iTradeNetwork in which case the Expiration Date shall be extended by a period of time equal to such iTradeNetwork caused delay.

Either party may request to terminate this SOW upon thirty (30) days prior written notice. Any such termination shall be subject to a CR specifying the termination date and executed by the parties. Notwithstanding anything herein to the contrary, in the event Customer terminates this SOW, Customer shall be obligated to pay in full without deduction or offset all unbilled or 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. Upon the termination date, iTradeNetwork will immediately cease performing the Professional Services. In the event that Customer either i) places the Project on hold without an executed CR in place for more than fourteen (14) days from date of Customer’s notice of intent to terminate or ii) abandons the Project or is unreachable for a period of more than ten (10) business days without notice shall be deemed an abandonment, then, Customer acknowledges and agrees that: a) this SOW shall be deemed terminated as of the lattermost day from either condition i or ii above, b) iTradeNetwork shall have no further obligations to perform Professional Services under this SOW, and c) 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 such termination plus any non-cancellable commitments that have been incurred by iTradeNetwork. Any unbilled or unpaid fees set forth herein shall be non-refundable and non-cancelable.

8. General.

Any capitalized terms not defined in this SOW shall have the meanings ascribed to them in the Agreement. This SOW supplements and incorporates by reference the relevant terms of the Agreement. The terms of this SOW shall be construed as much as possible in a manner that is consistent with the Agreement but shall supersede any conflicting or inconsistent terms of the Agreement.

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 will be free to use and employ their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any Professional Services provided or performed under this SOW, subject to its obligations with respect to Customer’s Confidential Information pursuant to the Agreement.

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. iTradeNetwork will not under any circumstances be liable in the event that Customer elects to use a “live” or “production system” to process iTradeNetwork’s test/sample data and Customer shall hold iTradeNetwork harmless for any loss or issues related thereto.

Ownership of and title to all technology, including but not limited to, all ideas, concepts, inventions and software, developed by iTradeNetwork prior to and during the Professional Services provided hereunder and all related intellectual property rights, and any associated technical or user manuals or other documentation (iTradeNetwork Materials”), shall remain the sole and exclusive property of iTradeNetwork. Customer will not, and will ensure that each Authorized User does not, delete or in any manner alter the copyright, trademark, and other proprietary rights notices of iTradeNetwork, if any, appearing on any iTradeNetwork Materials in Customer’s possession. Customer will reproduce such notices on all copies it makes of iTradeNetwork Materials. Customer’s use of iTradeNetwork Materials will be limited to internal use only in connection with and only so long as Customer uses the Solution. Customer will not attempt to unlock or run third-party software applications other than approved integrated applications or browsers upon, or disrupt operation of iTradeNetwork Materials, in whole or in part. Customer may not modify, disassemble, de-compile, or reverse engineer iTradeNetwork Materials.