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Quality Assurance Agreement

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QUALITY ASSURANCE AGREEMENT

This Quality Assurance Agreement (the Agreement) is entered into as of by and between Client Name: , whose principal place of business is , and Supplier Name: , whose principal place of business is .

RECITALS

WHEREAS, Client engages Supplier to supply goods and/or services described in Section 2 (the Goods and Services), and desires that such Goods and Services comply with specified quality standards; and

WHEREAS, Supplier represents that it has implemented a quality management system and processes sufficient to meet Client's quality requirements and agrees to perform inspections, testing, documentation and corrective action in accordance with this Agreement; and

WHEREAS, the parties wish to define their respective obligations with respect to quality assurance, inspection, acceptance, reporting and corrective action.

NOW, THEREFORE

In consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Acceptance" means written confirmation by Client that the Goods and Services meet the acceptance criteria set forth in this Agreement. 1.2 "Nonconforming Goods" means Goods or Services that fail to conform to the Specifications, applicable standards or this Agreement. 1.3 "Specifications" means the written technical, dimensional, performance and packaging requirements attached to or referenced in this Agreement.

2. SCOPE OF SERVICES

Supplier shall perform quality assurance activities for the Goods and Services including, without limitation, process control, in-process inspection, final inspection, testing, documentation and reporting in accordance with the Specifications and the Quality Plan described below.

3. STANDARDS AND SPECIFICATIONS

Supplier shall manufacture, test and deliver all Goods in strict conformance with the Specifications and the following standards: . Any deviation from the Specifications must be approved in writing by Client in accordance with Section 5 (Change Control).

4. INSPECTION, TESTING AND ACCEPTANCE

4.1 Supplier shall perform and document all inspections and tests identified in the Quality Plan. Supplier shall retain certificates of conformity, test reports and inspection records and provide copies to Client upon request.

4.2 Client shall have the right to inspect Goods at Supplier's facility and to witness required testing. Such inspections shall be scheduled with at least days' notice.

4.3 After delivery, Client shall have days to inspect and either accept or reject the Goods for nonconformity. Failure to provide written notice of rejection within such period shall constitute Acceptance.

5. NONCONFORMING GOODS AND CORRECTIVE ACTION

5.1 If Client identifies Nonconforming Goods, Client shall provide Supplier written notice describing the nonconformity. Supplier shall, at its expense, promptly replace or repair the Nonconforming Goods or, at Client's election, refund the purchase price for such Goods.

5.2 Supplier shall initiate corrective action within calendar days of receiving notice of Nonconforming Goods and shall document root cause analysis and preventive measures.

6. QUALITY RECORDS AND REPORTING

Supplier shall retain all quality records, test reports and certificates for a period of years following delivery. Copies of records shall be provided to Client upon written request within ten (10) business days.

7. CONFIDENTIALITY

Each party shall treat as confidential and shall not disclose to any third party any Confidential Information received from the other party in connection with this Agreement, except as required by law. Confidential Information shall include quality records, test results and proprietary process information.

8. WARRANTIES

Supplier warrants that all Goods and Services delivered under this Agreement will conform to the Specifications, be free from defects in material and workmanship, and be fit for their intended purpose for a period of months from Acceptance.

9. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed in the twelve (12) month period preceding the claim.

10. INDEMNIFICATION

Supplier shall indemnify, defend and hold harmless Client, its affiliates and their respective officers, directors and employees from and against all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Supplier's breach of this Agreement or the delivery of Nonconforming Goods.

11. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in effect for a period of months, unless earlier terminated as provided herein. Either party may terminate this Agreement for material breach if such breach is not cured within thirty (30) days after receipt of written notice.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section.

13. AMENDMENTS, WAIVER AND COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver shall be effective unless in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable under applicable law, the remaining provisions shall continue in full force and effect.

15. ENTIRE AGREEMENT

This Agreement, together with any attached exhibits, schedules and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction chosen by the parties. The parties consent to the exclusive jurisdiction of the courts located in the chosen jurisdiction for any disputes arising under this Agreement.

MISCELLANEOUS

Headings are for convenience only and shall not affect interpretation. If any provision herein requires approval or certification by either party, such approval must be given in writing by an authorized representative.

Supplier (Printed Name):

By:

Date:

Client (Printed Name):

By:

Date:

Enter text✕

What a Quality Assurance Agreement Is and when it matters

A Quality Assurance Agreement is a written contract that defines responsibilities, deliverables, acceptance criteria, service levels, reporting, and defect management between parties that provide or receive quality assurance services. It typically clarifies testing scope, timelines, remediation procedures, intellectual property ownership, confidentiality, and dispute resolution. For many organizations this agreement reduces operational risk by turning informal expectations into measurable obligations. Electronic execution is generally enforceable under federal law (ESIGN) and most states through UETA or equivalent statutes.

Why a clear Quality Assurance Agreement improves outcomes

A Quality Assurance Agreement reduces ambiguity, sets measurable acceptance criteria, assigns liability for defects, and aligns incentives for timely remediation.

Why a clear Quality Assurance Agreement improves outcomes

Typical users and stakeholders for a Quality Assurance Agreement

Organizations use QA agreements to protect operational continuity and clarify testing responsibilities before project start.

  • Software development teams: Product owners, QA managers, and engineering leads that need defined test scopes and acceptance criteria.
  • Manufacturing and suppliers: Quality and operations managers who require inspection protocols, defect thresholds, and corrective action timelines.
  • Healthcare and regulated vendors: Compliance officers and vendors who must document validation, privacy safeguards, and auditability for regulated products.

Well-drafted agreements help all parties measure progress, avoid disputes, and enforce accepted service levels during delivery.

Core elements every professional Quality Assurance Agreement should include

A complete agreement turns general expectations into specific, enforceable obligations covering scope, metrics, timelines, reporting, security, and change control.

Scope of Testing

Precisely list included modules, environments, sample sizes, test types (unit, integration, regression), and excluded items to avoid scope creep.

Acceptance Criteria

Define pass/fail thresholds, defect severity levels, and criteria for final acceptance that trigger payment or project milestones.

Deliverables & Reporting

Specify report formats, frequency, required evidence (logs, screenshots), metrics dashboards, and sign-off procedures for each milestone.

Defect Management

Describe triage, prioritization, remediation windows, retest procedures, and escalation paths for unresolved defects or recurring failures.

Confidentiality & IP

Allocate ownership of test artifacts, source code access rules, and nondisclosure obligations, including treatment of third-party libraries.

Change Control

Set procedures for scope amendments, pricing adjustments, and approval workflows to protect both parties from unplanned changes.

Essential fields and data required

Parties: Full legal names
Addresses: Street, city, state, ZIP
Scope: Clear testing scope
Effective Date: MM/DD/YYYY
Signatures: Authorized signers
SLA Metrics: Availability/response times

Step-by-step: completing a Quality Assurance Agreement

Follow a concise sequence from preparation through execution to ensure accuracy and enforceability.

  • 01
    Gather inputs: Collect scope, resources, and timelines from stakeholders.
  • 02
    Draft terms: Translate scope into measurable acceptance criteria and SLAs.
  • 03
    Review clauses: Check confidentiality, IP, liability, and change control provisions.
  • 04
    Execute: Obtain authorized signatures and distribute executed copies.

Configuring an online QA agreement workflow

Set electronic workflow options that match your approval order and authentication needs before sending for signature.

Field Configuration
Notification Email alerts at each signer action
Authentication Email + optional SMS code
Routing order Sequential or parallel signer lanes
Audit trail Record timestamps, IPs, and actions

Typical submission and approval flow

A straightforward flow keeps signing fast and auditable while preserving a clear paper trail.

  • Upload document: Add the final agreement PDF or DOCX
  • Place fields: Add signature, date, and initial fields
  • Assign signers: Enter emails or generate signing links
  • Store executed: Archive signed copies and the audit trail

Digital signing, formats, and system integrations

Choose a platform that supports PDF and Word files, audit trails, and the authentication level you require for enforceability.

  • Supported formats: PDF, DOCX, and HTML
  • Integrations: Salesforce, NetSuite, Microsoft 365
  • Authentication: Email, SMS, optional KBA

Key timelines and processing expectations

Document the timing for deliverables, review windows, and acceptance to avoid disputes and missed milestones.

Draft turnaround:

Provide initial draft within agreed days

Review cycle:

Typical 3–5 business day review per party

Remediation window:

Defects to be fixed within stated SLA days

Acceptance period:

Buyer has defined days to accept or reject

Reporting cadence:

Weekly or milestone-based test reports

Common mistakes to avoid when preparing a QA agreement

  • Leaving scope vague or open-ended, which invites disputes and scope creep during execution.
  • Using undefined acceptance criteria, so parties disagree whether defects are material or acceptable.
  • Failing to specify remediations and timelines, which delays fixes and escalations.
  • Overlooking confidentiality or IP clauses when test artifacts expose proprietary code or data.

Typical penalties and legal risks from an incorrect agreement

Breach Damages: Monetary liability for failure
Delay Penalties: Liquidated damages per day
Payment Withheld: Buyer may suspend payments
IP Disputes: Claims over test artifacts
Regulatory Risk: HIPAA/PCI noncompliance exposure
Termination Fees: Costs for early contract exit

How a Quality Assurance Agreement differs from related documents

Compare the QA agreement with common contract types to pick the right instrument for control and governance.

Criteria Quality Assurance Agreement Statement of Work
Purpose long-term qa terms specific project tasks
Level of detail high-level + slas task-level tests and schedules
Signature required
Update frequency periodic amendments per-project

Representative eSignature vendor comparison for executing QA agreements

Pricing and feature availability vary by plan; signNow is shown first for parity with other commonly used solutions.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial Yes, 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Representative use cases for Quality Assurance Agreements

These short scenarios show common contexts where a QA agreement prevents scope disputes and speeds resolution.

SaaS Vendor

A mid-market SaaS vendor needed defined regression tests

  • Agreement set pass thresholds and retest windows
  • The documented criteria reduced release rejections and clarified payment milestones.

Medical Device Supplier

A supplier for a medical device required traceable validation steps

  • Agreement mandated audit-ready reports and PHI segregation
  • The contract supported regulatory inspections and supplier accountability.

Who typically signs a Quality Assurance Agreement

Chief Technology Officer

The CTO commonly signs for technology vendors when the agreement affects product delivery and release schedules; they accept technical risk and commit organizational resources on behalf of the company.

Quality Assurance Manager

A QA manager or director often countersigns to acknowledge procedures, metrics, and reporting responsibilities and to ensure operational readiness to meet the defined SLAs.

Key milestones and the typical sequential lifecycle

Map milestones into discrete stages so responsibilities and deadlines are clear during contract life.

01

Negotiation

Finalize scope, SLAs, and pricing before execution.

02

Onboarding

Provision environments, access, and test data.

03

Execution

Run tests, report defects, and perform remediation cycles.

04

Closure

Complete acceptance tests and archive deliverables.

Frequently asked questions about Quality Assurance Agreements

Answers to common legal and practical questions when preparing or signing a QA agreement.


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