Business QAR Document

BUSINESS QAR DOCUMENT

This Business Quality Assurance and Review Agreement (the Agreement) is entered into on by and between:

Client Name: ; Address:

Service Provider Name: ; Address:

RECITALS

WHEREAS, Client requires independent quality assurance review services and related reporting in connection with Client's business operations and projects; and

WHEREAS, Service Provider represents that it possesses the necessary professional qualifications, personnel, and experience to perform quality assurance and review services for Client under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Service Provider shall perform quality assurance and review services as described below. The services shall include but are not limited to the tasks, deliverables, and schedules detailed by the parties:

PAYMENT TERMS

Client shall pay Service Provider for the services rendered in accordance with the provisions below.

Service Provider shall submit invoices to Client upon completion of invoicable milestones or monthly as agreed. Client shall remit payment within days of receipt of a properly rendered invoice. Invoices shall reference project identifiers and include itemized descriptions of services.

Any past due amount shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the highest rate permitted by applicable law. Late payments may also suspend Services following ten (10) days' written notice to Client.

TERM AND TERMINATION

Either party may terminate this Agreement for convenience upon providing the other party with no less than days' prior written notice. In the event of termination, Client shall pay Service Provider for services performed and reasonable costs incurred through the effective date of termination.

Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party in written, oral, electronic, or other tangible form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information expressly includes reports, data, methodologies, findings, and any drafts or work product produced in connection with the Services.

Each party agrees to: (a) use Confidential Information solely for performance under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided that the disclosing party gives prompt written notice and cooperates with the other party to seek protective relief.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or to such other address as either party may designate in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within that State.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, in no event shall either party's aggregate liability under this Agreement exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim. Neither party shall be liable for indirect, incidental, special, punitive, or consequential damages.

ENTIRE AGREEMENT

This Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets provided the assignee assumes all obligations hereunder. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employer-employee relationship.

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