Business Services UAT SynergySuite

Business Services UAT SynergySuite

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between:

Recitals

WHEREAS, Client engages Service Provider to perform user acceptance testing, defect verification, configuration validation and remediation coordination for the SynergySuite implementation (the "Project"); and

WHEREAS, Service Provider represents that it has the personnel, technical resources and experience necessary to perform acceptance testing, prepare test reports and coordinate fixes in accordance with the acceptance criteria set forth herein; and

WHEREAS, the parties desire to define the scope, timeline, payment terms and confidentiality obligations applicable to the Project.

Scope of Work

Service Provider shall perform the following services for Client in connection with the SynergySuite Project. Deliverables shall include test plans, test execution reports, defect logs, remediation tracking, and a final acceptance report.

Acceptance Testing (UAT)

UAT Window: From through .

Upon completion of UAT, Client shall provide written acceptance or a written list of reproducible defects within days. Service Provider shall have a defect remediation period of days to resolve accepted defects.

Payment Terms

All fees are payable in accordance with the Payment Schedule. Client shall pay undisputed amounts within thirty (30) days of receipt of a proper invoice. Disputed amounts shall be resolved promptly in good faith; undisputed portions remain payable.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for services performed and reimbursable expenses incurred through the effective date of termination. Sections concerning Confidentiality, Limitation of Liability, Governing Law and Survival shall survive termination.

Confidentiality

"Confidential Information" means all non-public, proprietary or business information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, including test plans, defect reports, source data, business processes and trade secrets. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without reference to Confidential Information; or (d) is required to be disclosed by law or court order (provided the Receiving Party gives prompt notice to the Disclosing Party to allow seeking protective relief).

The Receiving Party shall: (i) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (ii) restrict disclosure to employees and contractors with a need to know; and (iii) use Confidential Information solely to perform obligations under this Agreement. Upon written request or termination, Receiving Party shall return or certify destruction of Confidential Information, except that archival copies retained pursuant to normal backup procedures may be retained in accordance with the parties' document retention policies.

Representations and Warranties; Liability

Each party represents that it has the full corporate power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that services shall be performed with reasonable skill and care consistent with industry practice. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for liability resulting from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable to the other for consequential, incidental or special damages. Total aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

Notices

All notices shall be in writing and delivered to the contacts below by hand, certified mail or recognized overnight courier and shall be effective upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties shall attempt to resolve disputes by good faith negotiation for thirty (30) days prior to initiating litigation; either party may seek injunctive relief where reasonably necessary to protect its Confidential Information or intellectual property.

Entire Agreement

This Agreement, including any statements of work, exhibits and purchase orders explicitly incorporated herein, 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 written or oral. No amendment shall be effective unless signed by both parties' authorized representatives.

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 assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Sign Now