Business TQA Document

Business TQA Document

This Business TQA Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Provider Name: .

Recitals

WHEREAS, Client engages Provider to perform technical quality assurance, testing, and quality control services for Client's business processes, systems, and deliverables as further described below; and

WHEREAS, Provider represents that it possesses the technical expertise, qualified personnel, and testing methodologies required to perform such services in a professional and workmanlike manner; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, and other terms governing the provision of such services.

Scope of Work

Payment Terms

The total contract amount to be paid by Client to Provider for the services described in this Agreement is:

Provider shall submit invoices in accordance with the payment schedule. Unless otherwise stated, Client shall pay each undisputed invoice within days of receipt.

Any undisputed amount not paid when due shall accrue interest at the rate of % per month (or the highest rate permitted by law, if lower), and a late payment administrative fee of USD may be charged for each overdue invoice.

Term and Termination

This Agreement shall commence on Start Date: and shall terminate on End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receiving written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and accepted prior to the effective date of termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other that is designated confidential or that by its nature should reasonably be understood to be confidential. The receiving party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to employees and subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law. Exceptions include information that is or becomes publicly available through no fault of the receiving party, is rightfully obtained from a third party without restriction, or is independently developed.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the county of the governing state selected above.

Representations, Warranties and Limitation of Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

Entire Agreement

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

Notices

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