Business Document UAT SynergySuite Detail

Business Document UAT SynergySuite Detail

Parties

WHEREAS

WHEREAS, Client Name: desires to engage Service Provider Name: to perform user acceptance testing and related delivery services for the SynergySuite application in accordance with the terms set forth herein.

WHEREAS, the parties intend that this Agreement define the scope, level of effort, acceptance criteria, payment obligations, and allocation of risk for the UAT engagement for the project identified as Project Name: .

WHEREAS, the parties acknowledge that timely completion of UAT activities, documented defect resolution, and formal acceptance testing shall be prerequisites to final acceptance and related payments.

Scope of Work

The Service Provider will perform user acceptance testing services for SynergySuite as described below. Deliverables include: UAT test plan, test cases and scripts, execution logs, defect reports, remediation verification, and a final acceptance report. Specific responsibilities, acceptance criteria, and deliverable formats are described in the Scope of Work field.

Payment Terms

Client shall pay Service Provider the fees set forth below in exchange for the Services. All fees are exclusive of applicable taxes unless otherwise stated. Invoices shall reference project and milestone identifiers and are due as provided herein.

If an invoice is not paid within the stated payment terms, Client shall be liable for the stated late payment fee and for reasonable collection costs, including attorneys' fees, where permitted by law. Disputes as to specific invoice amounts do not relieve Client of the obligation to pay undisputed amounts when due.

Term and Termination

This Agreement commences on the Effective Date and continues until the End Date, unless earlier terminated in accordance with this section. The Effective Date and End Date are set forth below.

Effective Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Either party may terminate for convenience upon the notice period set above, subject to payment for all services performed through the effective date of termination and reimbursement of reasonable wind-down costs.

Confidentiality

Each party acknowledges that during performance of this Agreement it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential.

Each party agrees to: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict access to Confidential Information to employees, contractors and advisors who require access and who are bound by confidentiality obligations no less protective than those herein; and (iii) not disclose Confidential Information to any third party except as required by law, provided the disclosing party gives prior written notice where legally permitted. Confidentiality obligations shall survive termination for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of state and federal courts located in that State for disputes arising under this Agreement, subject to any mandatory forum selection or arbitration provisions mutually agreed in writing.

Entire Agreement

This Agreement, including all exhibits, statements of work, and written amendments signed by authorized representatives of both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or understandings, whether written or oral. No course of dealing or usage of trade shall modify this Agreement. Any amendment must be in writing and signed by authorized representatives of both parties.

Additional Provisions

Relationship of the parties: The Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership or joint venture relationship. The Service Provider is responsible for withholding and payment of all employment-related taxes for its personnel.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims resulting from the indemnifying party's gross negligence or willful misconduct in performing under this Agreement, subject to applicable limitations of liability.

Sign Now