Quality Assurance Quality Control Engineer Template

GENERAL BUSINESS AGREEMENT — QUALITY ASSURANCE / QUALITY CONTROL ENGINEER

This General Business Agreement (the Agreement) is entered into as of by and between:

Client Name:    Client Address:

Engineer Name:    Engineer Address:

RECITALS

WHEREAS, Client is undertaking the project known as located at (the Project), and requires quality assurance and quality control services in connection with the Project;

WHEREAS, Engineer represents that Engineer has the qualifications, experience and ability to perform quality assurance and quality control engineering services for the Project in accordance with applicable professional standards, codes and regulations;

WHEREAS, the parties desire to set forth the terms and conditions under which Engineer will provide such services to Client.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Client and Engineer agree as follows.

1. SCOPE OF WORK

Engineer shall perform quality assurance and quality control services for the Project, including but not limited to inspection, testing, sampling, preparation of reports, recommendations, and advisory services necessary to verify compliance with contract documents, specifications, applicable codes and standards. The specific tasks, deliverables and schedule are described below.

2. PAYMENT TERMS

Client shall pay Engineer for services rendered in accordance with the fee and schedule set forth below. All fees are due in United States dollars unless otherwise agreed in writing.

Select payment method(s) and provide details:

Lump sum due upon completion

Milestone payments as set forth below

Late payments shall accrue interest at per month, or a flat fee of , whichever is greater, from the date payment is due until paid in full.

3. 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 days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for 15 days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay Engineer for services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

Engineer and Client acknowledge that in the course of performance they may have access to Confidential Information. Confidential Information shall mean non-public technical, business and financial information disclosed by either party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to: (a) hold the other party's Confidential Information in strict confidence, (b) not use such Confidential Information except as necessary to perform this Agreement, and (c) not disclose such Confidential Information to any third party except to employees, consultants or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality Period (years):

5. INSURANCE, COMPLIANCE AND STANDARDS

Engineer shall maintain and provide evidence of insurance coverage customary for quality assurance and quality control engineers, including professional liability and commercial general liability insurance in amounts sufficient for the Project. Engineer shall perform services in accordance with applicable laws, codes, regulations and industry standards, and shall obtain all required permits, approvals and certifications.

6. INTELLECTUAL PROPERTY; REPORTS

All reports, records, drawings, test results and other work product prepared by Engineer in connection with this Agreement shall be owned by Client upon full payment to Engineer, provided that Engineer may retain copies for its files. Engineer represents that it has authority to deliver such work product and that, to its knowledge, such work product will not infringe third-party intellectual property rights.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnitee's gross negligence or willful misconduct. Engineer's indemnity for professional negligence shall be limited to the extent permitted by applicable law.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to that State's conflict of laws principles.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and schedules incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No modification or amendment of this Agreement shall be binding unless executed in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor in interest without Engineer's consent.

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