Business Test Case

BUSINESS TEST CASE

Parties and Recitals

This Business Test Case Agreement ("Agreement") is made and entered into effective as of by and between Client Name: and Service Provider: .

WHEREAS, Client seeks to obtain services and deliverables described in this Agreement; and WHEREAS, Service Provider has represented that it possesses the experience, personnel, and resources necessary to perform such services; and WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform services for Client.

Scope of Work

Service Provider shall perform the Scope of Work in a professional and workmanlike manner in accordance with industry standards. Any change to the Scope of Work that materially affects fees or schedule shall be made only by written amendment signed by authorized representatives of both parties.

Payment Terms

Client shall pay Service Provider for services rendered as follows:

Lump sum due on completion —

Installments — Number of installments: , Amount per installment: , First payment due:

Milestone payments — see Scope of Work for milestone descriptions and amounts.

Unless otherwise stated in this Agreement, invoices are due within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Client shall reimburse Service Provider for all reasonable collection costs and legal fees incurred to recover overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured for 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

"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (i) protect Confidential Information of the other party with the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care; (ii) use such Confidential Information only to perform its obligations under this Agreement; and (iii) not disclose such Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by obligations of confidentiality no less protective than those in this Agreement.

Confidential Information does not include information that: (a) is or becomes publicly known without breach of this Agreement; (b) was rightfully known by the receiving party before receipt from the disclosing party; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A party may disclose Confidential Information to the extent required by law or court order provided it gives prompt notice to the disclosing party to permit it to seek protective relief.

Representations and Warranties; Liability

Each party represents that it has full power and authority to enter into this Agreement. Service Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits and 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, and communications, whether oral or written. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Notices

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