Miscellaneous IVR Test Form

MISCELLANEOUS IVR TEST FORM

This General Business Agreement ("Agreement") is entered into between Client Name: and Service Provider Name: on Effective Date: .

WHEREAS

WHEREAS, Client requires interactive voice response testing services and related deliverables to validate call flows, prompts, and system behavior for a telephony platform; and

WHEREAS, Provider represents that it has the technical expertise, personnel, and facilities necessary to perform the testing and reporting services described herein and will perform such services in a professional and workmanlike manner; and

WHEREAS, the parties desire to set forth their agreement regarding the scope, payment, confidentiality, term, and other material terms governing the performance of those services.

SCOPE OF WORK

Provider shall perform IVR testing services as set forth below. Provider will execute test plans, simulate caller interactions, capture logs and recordings, identify defects, and produce a written test report. Specific tasks, acceptance criteria, and deliverables are described in the Scope of Work field.

PAYMENT TERMS

Client shall pay Provider the fees for services as follows. Fees stated are exclusive of taxes which will be borne by the paying party as required by law.

Invoices shall be due within days of receipt. Late payments shall accrue interest at % per month or the maximum rate allowed by law, whichever is less. Provider may suspend performance for any invoice overdue by more than days, after delivering written notice to Client.

TERM AND TERMINATION

The term of this Agreement begins on Start Date: and continues until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party that remains uncured for days following written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given its nature. Each receiving party shall (a) use Confidential Information solely to perform obligations under this Agreement, (b) restrict disclosure to its 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 such information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care.

Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully known prior to disclosure; (iii) is independently developed without reference to the Confidential Information; or (iv) is rightfully obtained from a third party without restriction. A disclosure required by law or court order may be made only after giving prompt notice to the disclosing party and using reasonable efforts to limit the scope of disclosure.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Exclusive venue for disputes arising out of this Agreement shall be the state and federal courts located in that state, and each party consents to personal jurisdiction therein.

ENTIRE AGREEMENT

This Agreement, including any attachments and written exhibits executed by the parties, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No modification or waiver shall be effective unless in a written instrument signed by both parties.

MISCELLANEOUS PROVISIONS

Relationship of the parties: Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, agency, or joint venture relationship. Provider shall be responsible for all taxes, withholdings, and other statutory obligations related to its performance.

Limitation of liability: Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality, neither party shall be liable for indirect, incidental, consequential, or punitive damages, and each party's aggregate liability shall be limited to the total fees paid under this Agreement in the twelve (12) months preceding the claim.

PARTY CONTACT INFORMATION

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