Business Testing Service Document

BUSINESS TESTING SERVICE AGREEMENT

Parties and Effective Date

Client Name:   Service Provider:

Effective Date:

Recitals

WHEREAS, Client engages Service Provider to perform business testing services consisting of controlled testing, validation, and reporting of business processes, products, systems, or services in accordance with the terms set forth herein; and

WHEREAS, Service Provider possesses the personnel, facilities, methodologies, and technical expertise necessary to conduct such testing services and desires to provide those services to Client under the terms of this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, and other terms governing the engagement.

Scope of Work

Payment Terms

Late Payment: In the event any undisputed amount is not paid within the period set forth above, Client shall pay interest on the overdue amount at the rate of , compounded monthly, or the maximum rate permitted by law, whichever is lower. Service Provider may suspend performance for amounts unpaid after notice and a reasonable cure period.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the effective date of termination. Upon termination for convenience, Client shall pay Service Provider for all services performed and reasonable, non-cancellable commitments incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately on written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, test data, methods, software, technical specifications, results, and client lists.

Obligations: Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with the same standard of care it uses for its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Exclusions: Confidential Information does not include information that is (i) public through no breach by Receiving Party; (ii) rightfully received from a third party without breach of any obligation of confidentiality; (iii) independently developed by Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) required to be disclosed by law, provided Receiving Party gives prompt written notice and cooperates with Disclosing Party to seek protective measures.

Representations; Insurance and Indemnity

Service Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards. Service Provider shall maintain commercially reasonable insurance coverage appropriate to the services provided. Each party shall indemnify, defend and hold harmless the other party from claims, liabilities, losses, damages and expenses arising from the indemnifying party's gross negligence, willful misconduct, or breach of applicable law in connection with performance under this Agreement.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnity obligations, neither party shall be liable to the other for incidental, consequential, special or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the fees paid to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If the dispute is not resolved within 30 days, the parties may pursue any available legal or equitable remedies in the courts of the state specified above.

Entire Agreement; Amendments

Entire Agreement: This Agreement, including all exhibits and attachments, 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.

Amendment: No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail to the addresses above and shall be effective upon receipt.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of all or substantially all of its assets.

Severability: If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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