Miscellaneous Test CSA

MISCELLANEOUS TEST CSA

Client Name:   Service Provider Name:

Effective Date:   Agreement Reference No.:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain testing, evaluation and related services in connection with Client’s business operations on the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the qualifications, experience and personnel necessary to perform the services described herein and is willing to provide such services to Client pursuant to the terms of this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the full scope, responsibilities, compensation and terms for the testing services to be provided.

SCOPE OF WORK

Service Provider shall perform the work in a professional and timely manner consistent with industry standards. Service Provider shall provide qualified personnel, coordinate scheduling with Client, prepare and deliver written test reports and, if requested, participate in review meetings to discuss findings and recommendations.

PAYMENT TERMS

Compensation: Client shall pay Service Provider a total fee of $ for the services described above, exclusive of applicable taxes and reimbursable expenses.

Late Payment: Amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Client shall pay Service Provider for all services performed and unreimbursed expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately for material breach that is not cured within thirty (30) days following written notice of such breach. Termination does not relieve the breaching party of liability for damages resulting from the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information.

Obligations: Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to those employees or contractors with a need to know, and (c) protect Confidential Information with the same degree of care it uses for its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed by the receiving party without use of disclosing party's Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and written statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof 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 both parties.

MISCELLANEOUS PROVISIONS

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture or agency between the parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition or sale of substantially all of the assigning party’s assets.

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