Business Quality Template

Business Quality Template

This Business Quality Template is entered into by the parties identified below for the purpose of documenting quality obligations, acceptance criteria, and payment and termination terms related to the Services described in the Scope of Work. Client Name: and Service Provider Name: shall individually be referred to as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Client requires certain professional services and deliverables to meet specified quality and performance standards; and

WHEREAS, Service Provider represents that it possesses the skill, personnel, processes, and quality assurance systems necessary to perform the Services in accordance with the standards and acceptance criteria set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows.

Scope of Work

Service Provider shall perform the Services in accordance with professional standards and the specific metrics identified above. Inspection and testing shall be conducted within days after delivery of each Deliverable. Deliverables failing to meet Acceptance Criteria shall be corrected by Service Provider at no additional charge within a cure period of days.

Payment Terms

Total Contract Amount: .

Invoices are due within days of invoice date. Late payments shall accrue interest at % per month (or the maximum lawful rate if lower) plus a minimum administrative late fee of . Service Provider may suspend performance for payments overdue by more than days after written notice.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated, expires on End Date: .

Either Party may terminate this Agreement for convenience upon days' advance written notice. Either Party may terminate for material breach if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and accepted prior to termination.

Confidentiality

"Confidential Information" means information disclosed by one Party to the other that is marked confidential or that, by its nature, should reasonably be expected to be confidential. Each Party shall (i) use Confidential Information only to perform its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to those employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein; and (iii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law. Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the recipient; (b) was in the recipient's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing Party's Confidential Information.

Representations and Warranties

Each Party represents and warrants that it has the full corporate power and authority to enter into and perform this Agreement and that performance will not violate any applicable law or agreement. Service Provider warrants that the Services will conform materially to the Scope of Work and the Acceptance Criteria at the time of acceptance.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, the aggregate liability of each Party for any and all claims arising out of or related to this Agreement shall not exceed the total amounts actually paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

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 laws principles. The Parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

Entire Agreement

This Agreement, including any attachments and statements of work expressly incorporated by reference, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to its subject matter. Any amendment or modification must be in writing and executed by authorized representatives of both Parties.

Notices

Notices must be in writing and delivered to the addresses below. Notices are effective upon receipt.

Quality Assurance Acknowledgement

By signing below, the Parties acknowledge that they have read and understood the quality metrics, acceptance criteria, and warranty obligations set forth in this Agreement.

Sign Now