Load Test Document

Load Test Document

This Load Test Agreement is made effective as of by and between Client Name: (the "Client") and Service Provider Name: (the "Service Provider").

WHEREAS

WHEREAS, the Client requires controlled load testing services to validate performance, stability, and capacity of systems identified in the Scope of Work; and

WHEREAS, the Service Provider represents that it has the expertise, personnel, tools and authority necessary to perform the load testing services described in this Agreement in a professional and workmanlike manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will perform load testing for the Client.

SCOPE OF WORK

The Service Provider shall design, execute and report on load tests for the systems and endpoints identified below. The Services shall include test planning, environment verification, test execution, monitoring, result analysis and delivery of a final report containing findings, diagnostics and recommended remediation.

PAYMENT TERMS

In consideration for the Services, the Client shall pay the Service Provider the fees and expenses set forth below in accordance with this section.

All invoices are payable in United States Dollars unless otherwise agreed in writing. If the Client fails to pay any undisputed invoice by the due date, the Service Provider may suspend performance after providing fifteen (15) calendar days' prior written notice.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice at least prior to the effective termination date. Either party may terminate immediately for material breach if the breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve the Client of its obligation to pay fees for Services performed prior to termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information. The receiving party shall (i) use Confidential Information only to perform its obligations under this Agreement; (ii) restrict disclosure to those employees, contractors and agents who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (iii) protect the Confidential Information from unauthorized use or disclosure with at least the same standard of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, was known prior to disclosure, or is independently developed without use of the disclosing party's Confidential Information. Upon termination or written request, the receiving party shall return or destroy the disclosing party's Confidential Information.

INDEPENDENT CONTRACTOR; WARRANTIES; LIMITATION OF LIABILITY

The Service Provider is an independent contractor and nothing in this Agreement creates an employment, agency, joint venture or partnership relationship. The Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, LOSS OF PROFITS, OR LOSS OF BUSINESS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF THE SERVICE PROVIDER FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE SERVICE PROVIDER UNDER THIS AGREEMENT.

INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement or willful misconduct, except to the extent caused by the indemnitee's negligence or willful misconduct.

GOVERNING LAW

This Agreement 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; AMENDMENT

This Agreement, including all exhibits and schedules referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the contact information provided above. Notice is effective upon receipt when delivered in person or by overnight courier, or three (3) business days after mailing by certified mail, return receipt requested.

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