Quality Assurance NHRG Template

QUALITY ASSURANCE AGREEMENT — NHRG TEMPLATE

Parties and Recitals

This Quality Assurance Agreement (the Agreement) is entered into by and between Client Name: and Service Provider Name: .

WHEREAS, Client has engaged Provider to perform quality assurance activities in connection with the NHRG program and related deliverables; and

WHEREAS, Provider represents that it has the personnel, systems, and methodologies necessary to perform the quality assurance services described herein in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform such services and Client will compensate Provider.

Definitions

For purposes of this Agreement, "Services" means the quality assurance activities, testing, inspection, reporting, and corrective action verification described in Scope of Work. "Deliverables" means any written, electronic or tangible outputs produced by Provider under this Agreement.

Scope of Work

Payment Terms

Compensation: Client shall pay Provider a total fee of $ for the Services described in this Agreement, subject to adjustments as set forth herein.

Payment shall be made as follows:

Provider shall submit invoices to Client specifying tasks completed and hours expended where applicable. Client shall pay invoiced amounts within days of receipt of a properly documented invoice.

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Additionally, Client shall reimburse Provider for reasonable collection costs, including attorneys' fees, associated with collecting overdue charges.

Term and Termination

Effective Date: This Agreement shall commence on Month Day Year .

Termination Date: Unless earlier terminated in accordance with this Agreement, the term will continue until Month Day Year .

Either party may terminate this Agreement for convenience upon delivering written notice to the other party at least days prior to the effective termination date. In the event of termination for convenience, Provider shall be paid for Services performed and approved Deliverables up to the effective date of termination, together with reasonable wind-down costs.

Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that during the term of this Agreement it may receive confidential and proprietary information of the other party ("Confidential Information"). Confidential Information shall include, without limitation, business plans, technical data, test results, specifications, and other non-public information designated as confidential or that reasonably should be understood to be confidential. Each party agrees to (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to those employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein, and (c) protect such Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations of confidentiality shall not apply to information that (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party, (ii) was known to the receiving party prior to disclosure, (iii) is acquired from a third party without breach of any obligation owed to the disclosing party, or (iv) is independently developed by the receiving party without use of or reference to the Confidential Information.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to Deliverables created specifically for Client under this Agreement. Provider retains ownership of its pre-existing materials, tools, methodologies, and other intellectual property; Provider grants Client a non-exclusive, perpetual, royalty-free license to any such Provider-owned materials embedded in the Deliverables to the extent necessary for Client's use of the Deliverables.

Representations, Warranties & Liability

Provider represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS PROVIDED IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR WILLFUL MISCONDUCT.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state identified by Client Selection: , without regard to principles of conflicts of law. The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation. If negotiation fails, the parties may pursue any available legal or equitable remedies.

Entire Agreement; Amendments

This Agreement, together with any appendices or written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

Independent Contractor: Provider is an independent contractor and nothing in this Agreement shall be deemed to create an employer-employee, agency, partnership or joint venture relationship between the parties. Provider is solely responsible for all employment taxes, withholdings and benefits for its personnel.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Client may assign this Agreement in connection with a sale of substantially all of its assets or business to which this Agreement relates.

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