Business QSV Document

Business QSV Document

Parties

Recitals

WHEREAS, Client Name: (the "Client") desires to engage Provider to perform services and verifications described herein; and

WHEREAS, Provider Name: (the "Provider") represents it has expertise to perform quality, safety and verification (QSV) services for the Client; and

WHEREAS, the parties agree the terms of engagement shall be governed by this Business QSV Document effective as of (the "Effective Date").

Scope of Work

Provider shall perform QSV services including, but not limited to, site inspections, document verification, quality testing, safety audits, corrective action recommendations, and reporting (the "Services"). The specific tasks, deliverables, acceptance criteria, and milestones are as set forth below.

Payment Terms

The Client shall pay the Provider compensation in accordance with the following terms.

1. Initial deposit of due upon execution of this Agreement;   Balance payable in installments as follows:

Milestone A - Description: — Amount: — Due:

Milestone B - Description: — Amount: — Due:

Unpaid amounts shall accrue interest at per month, compounded monthly, plus a one-time administrative fee of if unpaid more than days after invoice due date.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' advance written notice. Either party may terminate immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver all completed work and invoices for Services performed through the termination date. Client shall pay Provider for Services performed and documented up to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other 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, including technical data, business plans, customer information, and reports created under this Agreement. Each party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform obligations or exercise rights under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or professional advisors with a need to know who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (i) is or becomes publicly known without breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other party's Confidential Information; or (iv) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt written notice to the disclosing party and cooperates to seek protective measures.

Representations; Warranties; Liability

Each party represents and warrants that it has the power and authority to enter into this Agreement and to perform its obligations. Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR EXEMPLARY DAMAGES. TOTAL AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law; Dispute Resolution

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. The parties shall attempt in good faith to resolve disputes through negotiation. If the parties cannot resolve a dispute within 30 days of written notice, either party may pursue any available remedy in the courts of the chosen jurisdiction.

Entire Agreement; Amendment

This Agreement, including any attachments or incorporated statements of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets. Failure to enforce a right is not a waiver of that right. If any provision is held invalid, the remaining provisions remain in effect.

Sign Now