Business Regression Test Letter

BUSINESS REGRESSION TEST LETTER

Letter Date:

Client Name:

Project / System:    Reference No.:

WHEREAS

WHEREAS, Client operates the business systems and applications identified above and requires formal regression testing to verify that recent changes, updates, or releases do not adversely affect existing functionality; and

WHEREAS, Service Provider possesses the personnel, facilities and technical expertise to perform regression testing, document results, and recommend remediation where necessary; and

WHEREAS, the parties desire to set forth the scope, timing, payment, confidentiality and other terms governing the regression test engagement;

SCOPE OF WORK

Service Provider will perform regression testing as set forth below. The testing will cover the test cases, environments, and components specified by Client and mutually agreed prior to the test window. Testing deliverables include test plans, executed test case results, defect logs, and a final test report identifying defects, severity, and recommended remediation.

Environments to be used: Production-like: Staging: Other:

PAYMENT TERMS

Client agrees to pay Service Provider for the regression testing services in accordance with the following terms.

Late Payment: Any undisputed amount not paid within days after the invoice due date shall bear interest at per month, or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

This engagement commences on and continues until completion of the services described in the Scope of Work unless earlier terminated in accordance with this section.

Expected completion date: .

Either party may terminate this letter for convenience upon days' prior written notice. Either party may terminate for material breach if such breach remains uncured for 30 days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information clearly identified as confidential or that reasonably should be understood to be confidential. Recipient will: (a) use Confidential Information only to perform its obligations under this letter, (b) limit access to its employees and contractors with a need to know, and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure, not less than those measures it uses to protect its own confidential materials. Confidentiality obligations will survive termination for a period of three (3) years, except that trade secrets will remain confidential for as long as they qualify as trade secrets under applicable law.

LIMITATION OF LIABILITY

Except for liability resulting from willful misconduct or gross negligence, each party's aggregate liability to the other for any claim arising out of or relating to this letter will not exceed the total fees paid by Client to Service Provider under this letter. In no event will either party be liable for incidental, consequential, special, or punitive damages.

ACCEPTANCE CRITERIA

Client will review test deliverables within days of receipt and provide written acceptance or rejection. Rejections must include a description of deficiencies. Service Provider will remediate defects and resubmit results for re-review at no additional charge for defects within the agreed scope.

GOVERNING LAW

This letter will be governed by and construed in accordance with the laws of the state of without regard to its choice of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of this letter.

ENTIRE AGREEMENT

This letter, together with any attachments and referenced statements of work, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any modification must be in writing signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this letter without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes obligations hereunder. Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or partner of Client.

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