Business Process Testing Data Migration

BUSINESS PROCESS TESTING DATA MIGRATION AGREEMENT

This Agreement is made effective as of (the Effective Date), by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client maintains business process systems and data that Client intends to migrate and validate for testing purposes; and

WHEREAS, Provider represents that it has expertise in data migration, test environment provisioning, data transformation, and verification of migrated datasets; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform Business Process Testing Data Migration services for Client.

SCOPE OF WORK

ACCEPTANCE CRITERIA

PAYMENT TERMS

Total Fee:   Currency:

Late Payment Fee:   Payments are due within days of invoice.

TERM AND TERMINATION

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for material breach is permitted where the breaching party fails to cure within days after receipt of notice.

CONFIDENTIALITY

Each party acknowledges that in connection with performance under this Agreement it may receive Confidential Information of the other party. "Confidential Information" includes all non-public information disclosed in any form relating to business processes, data schemas, datasets, transformation rules, test results and security controls. The recipient shall (i) use Confidential Information solely for performance of this Agreement, (ii) restrict disclosure to employees and contractors with need to know and under obligations of confidentiality at least as protective as those herein, and (iii) implement commercially reasonable security measures to protect such information.

Confidentiality Term (years):

Provider acknowledges specific obligations regarding sensitive personal data and will not retain production data in test environments beyond the time required to complete testing, except as otherwise authorized in writing by Client. Provider will securely delete or return migrated data upon termination or upon Client's written request and will provide certification of deletion where required by Client.

I acknowledge and agree to comply with the confidentiality provisions above.

WARRANTIES, LIMITATION OF LIABILITY AND INDEMNITY

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS PARAGRAPH, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim. Neither party shall be liable for incidental, consequential, special or punitive damages.

Provider will indemnify and defend Client against third-party claims arising from Provider's breach of confidentiality obligations or from Provider's negligent or willful acts in connection with the migration work.

CHANGE CONTROL; DEFECT REMEDIATION

All changes to the Scope of Work shall be made only by written change order signed by authorized representatives of both parties. Provider shall document all defects identified during testing and shall remediate priority defects according to the defect severity and the mutually agreed defect SLA included in the Scope of Work.

DATA RETENTION, SECURITY AND AUDIT

Provider shall maintain administrative, technical and physical safeguards appropriate to the sensitivity of the data processed and shall permit Client to audit compliance with security and data handling obligations upon reasonable notice and during normal business hours.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including all exhibits and signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

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