Business Testing Statement

BUSINESS TESTING STATEMENT

Parties and Effective Date

This Business Testing Statement (the Statement) is entered into as of (Effective Date) by and between the parties identified above.

Recitals

WHEREAS, Client desires to engage Provider to perform testing services for Client's business systems, products or processes in accordance with the scope and terms set forth in this Statement; and

WHEREAS, Provider represents that it has the experience, personnel and facilities necessary to perform such testing and to deliver test results, reports and recommendations; and

WHEREAS, the parties desire to reduce to writing their respective rights and obligations with respect to the testing engagement.

Scope of Work

Provider shall perform the testing services described below. Provider will perform tests using commercially reasonable methods and will document procedures, findings and deviations. Deliverables shall include test plans, test execution records, anomaly reports, and a final test report unless otherwise specified.

Payment Terms

Client shall pay Provider for the services described in this Statement in accordance with the amounts and schedule below. All fees are exclusive of taxes unless otherwise stated.

Provider shall submit invoices in writing. Unless otherwise agreed in writing, Client shall pay undisputed amounts within the invoice terms. Disputed amounts shall be raised in writing within ten (10) days of receipt of invoice; the parties shall negotiate in good faith to resolve any dispute.

Term and Termination

Either party may terminate this Statement for material breach by the other party if the breach is not cured within the notice period specified above following written notice. Either party may terminate for convenience upon the notice period provided above, subject to payment for services performed and reasonable wind-down costs.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other. Confidential Information shall mean non-public business, technical, financial or other information disclosed in tangible or intangible form. Recipient shall (i) use Confidential Information solely for performance under this Statement, (ii) limit access to those employees or contractors with a need to know, and (iii) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information but no less than reasonable care.

Upon termination or at Client's written direction, Provider shall return or destroy Confidential Information and certify such return or destruction within a reasonable time, except to the extent retention is required by law, provided such retained information remains subject to this confidentiality obligation.

Ownership of Results and Intellectual Property

Unless otherwise agreed in writing, Client shall own the test reports, data and deliverables specifically prepared for Client under this Statement. Provider retains ownership of its pre-existing tools, methodologies, templates and background intellectual property. Provider grants Client a non-exclusive license to any Provider background elements to the extent incorporated into deliverables solely for Client's internal use.

Limitation of Liability; Indemnity

Except for willful misconduct or gross negligence, neither party shall be liable for incidental, consequential, special or punitive damages arising out of this Statement. Provider's aggregate liability for direct damages shall not exceed the total fees actually paid by Client to Provider under this Statement. Client shall indemnify, defend and hold Provider harmless from third party claims arising from Client's use of the deliverables in a manner inconsistent with this Statement.

Governing Law; Dispute Resolution

This Statement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties shall first attempt to resolve disputes in good faith through negotiation; absent resolution, the parties may pursue any available legal remedies.

Entire Agreement; Amendments

This Statement, together with any incorporated attachments and statements of work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, understandings and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Certifications

Each party certifies that it has full power and authority to enter into this Statement and to perform its obligations hereunder. The individual signing on behalf of a party represents that they are duly authorized to bind that party to this Statement.

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