Business Test Solution

BUSINESS TEST SOLUTION

Parties

This General Business Agreement (“Agreement”) is entered into by and between Provider Name: , with principal place of business at , and Client Name: , with principal place of business at .

Recitals

WHEREAS, Provider develops, tests, and delivers business process solutions, automation prototypes and related consulting services (the “Services”); and

WHEREAS, Client desires to engage Provider to perform a Business Test Solution project to evaluate specified business processes and deliver a testable solution pursuant to the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

Scope of Work

Specific milestones, acceptance criteria and any excluded services shall be documented in the Scope of Work above. Changes to the Scope of Work after execution of this Agreement require written change orders signed by authorized representatives of both parties.

Payment Terms

Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Additionally, Client shall pay reasonable collection costs, including attorneys’ fees, to the extent permitted by law.

Term and Termination

This Agreement commences on the Effective Date and continues until the Completion Date unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to termination. Upon termination for convenience, Client shall pay Provider for all Services performed and non-cancellable commitments incurred through the effective date of termination.

Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Confidentiality

Each party (the “Receiving Party”) shall keep confidential all non-public information disclosed by the other party (the “Disclosing Party”) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of this Agreement by the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

The Receiving Party shall use Confidential Information only to perform its obligations or exercise its rights under this Agreement, shall restrict access to employees and contractors with a need to know, and shall not disclose Confidential Information to any third party except as required by law (provided the Disclosing Party is given prompt written notice and the disclosure is limited to the extent legally required).

Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider retains ownership of its pre-existing intellectual property and tools used to perform the Services. Subject to Client’s payment in full of all fees due hereunder, Provider grants Client a non-exclusive, non-transferable license to use delivered work product for internal business purposes. Any license grant is subject to third-party license limitations and does not transfer ownership of Provider’s underlying methodologies, templates, or proprietary code.

Representations; Warranties; Limitation of Liability

Each party represents that it has the full power and authority to enter into this Agreement. Provider warrants that Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. Exclusive jurisdiction for disputes shall be the state and federal courts located within that jurisdiction unless the parties agree otherwise in writing.

Entire Agreement; Amendments

This Agreement, together with any attachments or executed change orders, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

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

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