Quality Assurance Services Agreement

QUALITY ASSURANCE SERVICES AGREEMENT

This Quality Assurance Services Agreement (the "Agreement") is made and entered into as of by and between Client Name: with principal place of business at (\"Client\"), and Service Provider Name: with principal place of business at (\"Provider\").

RECITALS

WHEREAS, Client develops or operates software, systems, or products that require testing, verification, and quality assurance services to ensure conformance with specifications; and

WHEREAS, Provider has represented that it possesses the personnel, facilities and expertise to perform quality assurance services, including test planning, execution, defect reporting and acceptance testing; and

WHEREAS, Client desires to engage Provider and Provider desires to perform such services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, Client and Provider agree as follows:

1. SERVICES

1.1 Scope. Provider shall perform the quality assurance services described in the statement of work appended as Exhibit A to this Agreement or as otherwise agreed in writing (the "Services"). Services shall include test planning, test case development, test execution, defect tracking, reporting, and support for Client acceptance testing.

1.2 Deliverables. Provider shall deliver test plans, test cases, test execution reports, defect logs, acceptance test reports and other artifacts identified in Exhibit A (collectively, the "Deliverables"). Delivery milestones and acceptance criteria shall be set forth in Exhibit A.

2. TERM; TERMINATION

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with this Agreement.

2.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

2.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

3. COMPENSATION; PAYMENT

3.1 Fees. Client shall pay Provider fees as described in Exhibit B. Fees may be fixed price, time-and-materials, or milestone-based as set forth in Exhibit B. If hourly rates apply, Provider's personnel shall be billed at the rates set forth in Exhibit B.

3.2 Invoicing and Payment. Provider shall invoice Client in accordance with Exhibit B. Invoices are due and payable within days of receipt unless otherwise agreed in writing. Late payments are subject to interest at the lesser of 1.5% per month or the highest rate permitted by law.

4. ACCEPTANCE; TESTING

4.1 Acceptance Procedures. Deliverables subject to Client acceptance shall be tested in accordance with the acceptance criteria in Exhibit A. Client shall provide written notice of acceptance or rejection within days of receipt. Failure to provide such notice shall constitute deemed acceptance.

4.2 Rework. For any Deliverable not accepted, Provider shall, at its expense, use commercially reasonable efforts to correct nonconforming Deliverables and resubmit them for acceptance within a reasonable period.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means nonpublic information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations. Each party shall (a) protect Confidential Information of the other with the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information except to employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein.

5.3 Exceptions. Confidential Information shall not include information that is or becomes publicly available through no breach of this Agreement, independently developed without use of Confidential Information, or rightfully received from a third party without restriction.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Unless otherwise expressly provided in Exhibit A, Client shall own all right, title and interest in and to Deliverables and Work Product created specifically for Client under this Agreement upon full payment of amounts due. Provider hereby assigns and agrees to assign all right, title and interest in such Work Product to Client.

6.2 Provider Materials. Provider retains ownership of its pre-existing materials, tools, methodologies and know-how ("Provider Materials"). To the extent any Provider Materials are included in Deliverables, Provider grants Client a nonexclusive, perpetual, royalty-free license to use such Provider Materials solely as incorporated into the Deliverables.

7. WARRANTIES; DISCLAIMER

7.1 Provider Warranty. Provider warrants that (a) it will perform Services in a professional and workmanlike manner consistent with industry standards; and (b) the Deliverables will materially conform to the specifications set forth in Exhibit A for a period of days following acceptance.

7.2 Exclusive Remedy. Client's exclusive remedies for a breach of the foregoing warranty shall be, at Provider's option, re-performance of nonconforming Services or refund of fees paid for the nonconforming Services.

7.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

8. INDEMNIFICATION

8.1 By Provider. Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, damages, liabilities and costs arising out of (a) Provider's gross negligence or willful misconduct in performing the Services; or (b) infringement of third-party intellectual property rights by Provider's deliverables, provided Client gives prompt notice of a third-party claim and cooperates in the defense.

8.2 By Client. Client shall indemnify, defend and hold harmless Provider from claims arising out of Client materials, specifications, or Client's use of the Deliverables in combination with other products or services where such claim would not have arisen but for such combination.

9. INSURANCE

During the term of this Agreement, Provider shall maintain at its expense commercial general liability insurance and professional liability/errors and omissions insurance with commercially reasonable limits appropriate for the Services. Upon request, Provider shall furnish certificates of insurance to Client.

10. LIMITATION OF LIABILITY

Except for liability arising from fraud, willful misconduct, or a party's indemnification obligations, neither party's aggregate liability to the other for any claim arising under this Agreement shall exceed the total amounts paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS, OR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

11. CHANGES; SUBCONTRACTING

11.1 Changes. Any change to the scope, schedule, or fees shall be set forth in a written change order signed by authorized representatives of both parties.

11.2 Subcontracting. Provider may engage subcontractors to perform portions of the Services provided that Provider remains responsible for the performance of its subcontractors and for compliance with this Agreement.

12. RECORDS; AUDIT

Provider shall retain records relating to the Services and any invoices for a period of years and shall allow Client, upon reasonable notice and during normal business hours, to audit such records to verify fees and performance.

13. NOTICES

All notices under this Agreement shall be in writing and delivered to the address set forth below or to such other address as a party may designate by notice. Notices shall be delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested.

14. AMENDMENT; WAIVER; COUNTERPARTS

14.1 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

14.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of that right, and any waiver must be in writing.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

15.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid provision shall be replaced by a valid provision that most closely reflects the parties' intent.

15.3 Entire Agreement. This Agreement, together with all exhibits and statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

16. MISCELLANEOUS PROVISIONS

16.1 Relationship of the Parties. Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship.

16.2 Publicity. Neither party shall use the other party's name, logo or trademarks in any public announcement or marketing materials without the other's prior written consent, except that Provider may identify Client as a customer in its marketing materials if Client has provided prior written approval.

Sign Now