Business Services PDQ ATP Template

Business Services PDQ ATP Template

This Business Services Agreement ("Agreement") is made as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client requires business services, including a Performance Delivery and Qualification Acceptance Test Plan ("PDQ ATP"), to validate delivery of defined deliverables and associated acceptance criteria; and

WHEREAS, Provider represents that it has the professional expertise, personnel, and systems necessary to prepare, execute and support the PDQ ATP and to perform the services described in Section Scope of Work; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform services and Client will accept and pay for such services.

Scope of Work

Payment Terms

If Client fails to pay any undisputed amount within days after the due date, interest shall accrue at per month, or a flat fee of , whichever is greater.

Term and Termination

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Termination for convenience: Either party may terminate this Agreement upon written notice delivered at least days prior to the intended termination date. Termination for material breach: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within days after receipt of written notice.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a disclosing party that is designated as confidential or that, under the circumstances of disclosure, ought reasonably to be treated as confidential, including business plans, test results under the PDQ ATP, specifications, source code, and pricing. Confidential Information does not include information that is publicly known through no fault of the receiving party, was already known by the receiving party without obligation of confidentiality, or was independently developed by the receiving party.

Obligations: The receiving party shall (a) use Confidential Information only for the purpose of performing obligations under this Agreement, (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information but at least reasonable care, and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

The parties acknowledge that confidentiality obligations apply to PDQ ATP materials and test results and agree to be bound by the terms above.

Intellectual Property and Deliverables

Ownership: Unless otherwise agreed in writing, Provider retains ownership of pre-existing intellectual property and tools used in performing the services. Upon full payment, Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Any custom deliverables identified in the Scope of Work and paid in full shall be assigned to Client to the extent assignment is permitted by applicable law; otherwise, Provider shall grant a perpetual, irrevocable, royalty-free license to Client for such deliverables.

Warranties; Limitation of Liability

Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CLIENT TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM; THIS LIMITATION SHALL NOT APPLY TO LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR BREACH OF CONFIDENTIALITY.

Change Orders and ATP Deviations

Any material change to the Scope of Work, deliverables, or acceptance criteria shall be documented in a written change order executed by authorized representatives of both parties. Deviations discovered during ATP execution shall be recorded in an ATP Test Report; Provider shall propose corrective actions, estimated effort, and any associated cost adjustments. Client may withhold final acceptance only for unresolved defects that materially prevent use of the deliverable as specified in the acceptance criteria.

Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of the State/Province of without regard to its conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation for a period of thirty (30) days before initiating litigation. Equitable relief, including injunctive relief, is available to a party for breaches of confidentiality or the unauthorized use of intellectual property.

Entire Agreement

This Agreement, including all exhibits, attachments, and executed change orders, 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 oral or written. No modification of this Agreement shall be binding unless in writing and executed by authorized representatives of both parties.

Notices

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Relationship of the Parties: The parties are independent contractors; nothing in this Agreement creates an employment, joint venture, or partnership relationship.

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