Business Sandbox Test

Business Sandbox Test

This Business Sandbox Test Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Provider Name: .

Recitals

WHEREAS, Provider operates a controlled testing environment and associated services for the evaluation of business processes, software integrations, and operational workflows (the "Sandbox");

WHEREAS, Client desires to engage Provider to perform sandbox testing services and related deliverables under the terms and conditions set forth in this Agreement; and

WHEREAS, Provider agrees to perform such services and deliverables pursuant to the Scope of Work and Payment Terms contained herein.

Scope of Work

Provider will perform sandbox testing services as described below. The parties acknowledge that the Scope of Work may include test planning, test case execution, environment provisioning, defect reporting, and final test reporting.

Payment Terms

Client shall pay Provider the fees set forth in this section in consideration for the services described in the Scope of Work.

Invoices are due within days of receipt. Overdue amounts shall accrue interest at the lesser of (a) the rate of or (b) the maximum rate permitted by applicable law. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees, if payment collection becomes necessary.

Term and Termination

This Agreement commences on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether oral, written, electronic or in any other 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 includes, without limitation, business plans, test data, source code, specifications, trade secrets, and outcomes of sandbox testing.

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

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (iv) is required to be disclosed by law or valid legal process, provided that the Receiving Party gives prompt written notice to the Disclosing Party to permit the Disclosing Party to seek a protective order or other appropriate remedy.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing to the Disclosing Party that it has complied with this obligation, except that the Receiving Party may retain one archival copy of Confidential Information solely for compliance and recordkeeping purposes.

The obligations of confidentiality 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 secret under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising under this Agreement.

Entire Agreement

This Agreement, including any written statements of work or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous Provisions

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement to an acquirer of all or substantially all of Provider’s business or assets related to this Agreement. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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