Business Testing Proposal

BUSINESS TESTING PROPOSAL

This Business Testing Proposal (the "Proposal") is made effective as of by and between Provider Name: with principal address: and Client Name: with principal address: .

WHEREAS

WHEREAS, Provider maintains expertise, personnel, tools and methodologies for conducting business testing, quality assurance, and operational validation services; and

WHEREAS, Client desires to engage Provider to perform testing services as described in this Proposal and Provider is willing to perform such services under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Proposed Start Date:   Estimated Completion Date:

PAYMENT TERMS

  Deposit:    Due on:

  Milestone payments (describe amounts and milestones below)

Any undisputed past-due amount shall accrue interest at the lesser of { per month } or the maximum rate permitted by law. In addition, Provider may suspend work if Client fails to make payments more than days after invoice.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Proposal for convenience upon written notice to the other party not less than days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination, including any non-cancellable commitments reasonably entered into prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except to those employees, contractors or advisors who have a need to know and are bound to protect such information. "Confidential Information" includes non-public business information, test plans, results, trade secrets, technical data, and any other information identified as confidential or which, by its nature, would reasonably be understood to be confidential.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Proposal; (b) was known to the Receiving Party prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information. Upon written request, the Receiving Party will return or destroy Confidential Information, except where retention is required by law or for archival compliance.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality or willful misconduct, in no event shall either party be liable for consequential, special or punitive damages. Provider's aggregate liability arising out of or related to this Proposal shall not exceed the total fees paid by Client to Provider under this Proposal during the twelve (12) months preceding the claim.

GOVERNING LAW

This Proposal shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Proposal, together with any appendices or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, understandings and communications, whether written or oral. No amendment or waiver of any provision shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Independent Contractor: Provider is an independent contractor and nothing in this Proposal shall be construed to create a partnership, joint venture, employment relationship, or agency between the parties.

Notices: Any notice required or permitted under this Proposal shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.

ACCEPTANCE

By signing below, the parties confirm that they are authorized to enter into this Proposal and agree to be bound by its terms. The effective date of this Proposal is the Effective Date set forth above.

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