Quality Commitment Agreement

QUALITY COMMITMENT AGREEMENT

Parties and Effective Date

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Effective Date:    Agreement Reference Number (if any):

Recitals

WHEREAS, Client engages Provider to perform services and deliverables that must meet defined quality standards and performance criteria set forth in this Agreement;

WHEREAS, Provider represents that it has the personnel, facilities, quality controls, and managerial capacity to perform the Scope of Work in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to document their mutual commitments regarding quality, inspection, acceptance, remedies, confidentiality and other terms on which Provider will deliver the Services.

Scope of Work

Provider shall perform all Services in accordance with the Scope of Work and the following minimum quality standards: timely delivery, compliance with specifications, use of qualified personnel, adherence to applicable codes and best practices, and prompt correction of defects discovered during the acceptance period.

Payment Terms

Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client will pay undisputed amounts within days of receipt of an invoice that complies with this Agreement.

Late Payment: Any undisputed amount not paid when due shall accrue a late fee of or the maximum permitted by law, whichever is less. Payment of a late fee does not relieve the paying party of its obligation to pay the outstanding principal.

Acceptance, Inspection and Remedies

Client shall have the right to inspect and test deliverables upon delivery or at reasonable intervals. If deliverables fail to conform to the Scope of Work or Quality Standards, Client may reject them by written notice describing the nonconformity. Provider shall, at its expense, promptly correct nonconforming work and re-perform services to meet the requirements.

If Provider fails to cure material nonconformities within a reasonable cure period not to exceed days after notice, Client may (a) accept the work at a reduced price, (b) require re-performance by Provider at Provider's expense, or (c) terminate this Agreement for cause and pursue any available remedies including replacement by a third party and recovery of excess costs.

Term and Termination

Term: This Agreement commences on the Effective Date and continues until unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement without cause upon providing days' prior written notice to the other party. In the event of termination for convenience, Client will pay Provider for satisfactorily performed work and reasonable documented costs incurred prior to termination, subject to applicable offsets for nonconformities.

Termination for Cause: Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including business plans, technical specifications, designs, trade secrets, pricing, and customer data, whether disclosed orally, in writing, or electronically.

Obligations: Receiving party will (a) use Confidential Information solely for performing its obligations under this Agreement, (b) restrict access to Confidential Information to employees or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein, and (c) protect Confidential Information with reasonable care, but not less than a reasonable standard of care.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) was known to the receiving party prior to disclosure as demonstrated by written records, (iii) is rightfully obtained from a third party without an obligation of confidentiality, or (iv) is independently developed without use of the disclosing party's Confidential Information. A disclosure required by law or order of a court or regulatory authority shall not be a breach provided the receiving party gives prompt notice to the disclosing party and cooperates in seeking protective measures.

Survival: Confidentiality obligations will survive termination or expiration of this Agreement for a period of years, or longer if required to protect trade secrets under applicable law.

Warranties and Indemnification

Provider warrants that Services and deliverables shall conform to the Scope of Work and will be performed with the degree of skill and care ordinarily exercised by members of Provider's profession performing similar services. For any breach of this warranty, Provider's sole obligation shall be to re-perform the nonconforming services or, if re-performance is not commercially practicable, refund the portion of fees paid for such nonconforming services.

Indemnification: Provider shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against third-party claims arising out of Provider's gross negligence, willful misconduct, or material breach of this Agreement, subject to Client providing prompt written notice of any such claim and reasonable cooperation in the defense.

Limitation of Liability

Except for breaches of confidentiality, gross negligence, willful misconduct or indemnification obligations, neither party shall be liable for consequential, special, incidental or punitive damages. Each party's aggregate liability for any claim arising out of this Agreement shall not exceed the total fees paid to Provider under this Agreement in the twelve (12) months preceding the claim.

Notices

Governing Law and Dispute Resolution

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. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved within thirty (30) days, either party may pursue any available remedies in the courts of the governing state.

Entire Agreement and Amendment

This Agreement, together with any attachments or statements of work expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the assigning party's obligations.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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