Business TQA Template

BUSINESS TQA TEMPLATE

Parties

Recitals

WHEREAS, Client Name: desires to obtain technical quality assurance and testing services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel, systems, and methodologies necessary to perform such services in accordance with industry standards; and

WHEREAS, the parties wish to set forth the terms and conditions under which the Provider will perform Technical Quality Assurance (TQA) services for Client.

Effective Date

This Agreement is effective as of (the "Effective Date").

Scope of Work

Provider shall perform Technical Quality Assurance services (TQA) including, but not limited to, the following activities: test planning, test case design, test execution, defect management, performance testing as required, test environment configuration, reporting of test results, and support for acceptance testing with Client stakeholders. Deliverables include: test plans, test scripts, test result reports, defect logs, and final TQA assessment reports.

Acceptance Criteria

Acceptance of deliverables shall be based on predetermined criteria agreed by the parties. Provider shall remedy material defects discovered within the acceptance period specified below at no additional charge. Acceptance criteria include conformance to test plans, resolution or documented mitigation of critical defects, and successful completion of agreed test scenarios.

Payment Terms

Client shall pay Provider for services rendered in accordance with the following terms.

Provider shall invoice Client in accordance with the payment schedule. Unless otherwise agreed in writing, payments are due within days of invoice receipt.

Term and Termination

The term of this Agreement shall commence on the Effective Date and continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party given no fewer than the notice period specified above. Either party may terminate immediately for cause upon material breach by the other party that remains uncured for a period of thirty (30) days following written notice specifying the breach.

Confidentiality

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, product, financial or other information disclosed in oral, written or electronic form that is identified as confidential or that reasonably should be understood to be confidential. Each receiving party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents having a need to know and bound by obligations of confidentiality at least as protective as those herein; and (c) exercise at least the same degree of care to protect Confidential Information as 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 three (3) years, except that trade secrets and Client data shall remain subject to confidentiality for as long as permitted under applicable law. Upon termination or upon written request, the receiving party shall return or destroy Confidential Information and certify such return or destruction.

Intellectual Property

Unless otherwise agreed in writing, Client retains all right, title and interest in its pre-existing intellectual property. Provider grants Client a non-exclusive, non-transferable license to use any Provider tools, scripts or templates delivered as part of the services solely for Client's internal business purposes. Work products specifically developed for Client under this Agreement shall be owned by Client upon full payment, subject to any third-party licenses disclosed in writing.

Representations, Warranties and Limitation of Liability

Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflicts of law principles.

Entire Agreement; Amendments

This Agreement, including any statements of work or schedules executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing, and shall be effective upon receipt.

Dispute Resolution

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy. If unresolved within thirty (30) days, the dispute may be submitted to mediation or other mutually agreed alternative dispute resolution before either party pursues litigation.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee assumes all obligations hereunder. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

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