Business Test Package

BUSINESS TEST PACKAGE

This Business Test Package Agreement (the "Agreement") is entered into by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

WHEREAS

WHEREAS, Client requires a suite of testing services, analytics, and deliverables to evaluate operational, technical and market readiness of certain business processes and products; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources to provide the Business Test Package described in this Agreement and is willing to perform such services pursuant to the terms and conditions set forth herein.

SCOPE OF WORK

Service Provider shall perform the testing services, reporting, and related activities described below (collectively, the "Services"). The Services shall include, at a minimum, the tasks and deliverables set forth in the Scope of Work field. Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the terms below. All fees are stated in U.S. dollars unless otherwise agreed in writing.

Late payments shall incur a charge equal to % per month on any unpaid balance, or the maximum amount permitted by law, whichever is lower. Service Provider may suspend performance for nonpayment after delivering five (5) days' written notice of delinquency.

DELIVERABLES & ACCEPTANCE

Deliverables associated with the Business Test Package shall be subject to Client acceptance testing. Acceptance constitutes written confirmation by Client that the deliverable materially conforms to the agreed Scope of Work.

Test Plan and Methodology    Execution Results and Logs    Analysis and Recommendations Report

Client shall have days from receipt of each deliverable to provide written notice of rejection citing material nonconformance. If no such notice is provided, the deliverable shall be deemed accepted.

TERM AND TERMINATION

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

Start Date:    End Date:

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 that remains uncured for fifteen (15) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, technical, financial or other information disclosed by one party to the other in written, oral or electronic form and designated as confidential or that reasonably should be understood to be confidential. Each party agrees to: (a) protect Confidential Information of the other using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (i) is or becomes public without breach of this Agreement; (ii) was lawfully known to the recipient prior to disclosure; or (iii) is independently developed without use of the Confidential Information.

Upon termination, return or destroy Confidential Information as requested    Permitted disclosure to affiliates under same protections

INDEMNIFICATION & LIMITATION

Each party shall indemnify, defend and hold harmless the other from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. Except for indemnification obligations and breach of confidentiality, in no event shall either party be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising under or related to this Agreement shall not exceed the total fees paid 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 its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals or communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be deemed given upon personal delivery, two days after deposit with a nationally recognized overnight courier, or five days after deposit in the U.S. mail, postage prepaid.

By signing below, each party certifies that it has full authority to enter into this Agreement and that the person signing on its behalf is duly authorized to bind the party to the terms herein.

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