Software Development Web App Testing Proposal

Software Development Web App Testing Proposal

Client Name:   Service Provider Name:

Proposal Date:   Proposal Reference:

WHEREAS

WHEREAS, Client Name seeks professional testing services to validate functional, security, performance and compatibility aspects of its web application; and

WHEREAS, Service Provider Name represents that it possesses the experience, personnel and testing methodology necessary to perform the agreed test scope in accordance with industry standards and the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

Test Plan and Methodology

Test Types (select all applicable):

Unit Testing Integration Testing Functional Testing Security/Penetration

Performance/Load Usability Compatibility Regression

Timeline & Milestones

Project Start Date:   Projected Completion Date:

Payment Terms

Late Fee for Overdue Payments:

Term and Termination

Agreement Term Commences on:   Agreement Term Ends on:

Either party may terminate this Agreement for material breach that remains uncured after written notice and the expiration of the notice period specified above. Termination shall not relieve Client of payment obligations for services performed and deliverables accepted prior to termination.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other. Confidential Information shall mean non-public information disclosed in any form that is marked confidential or would reasonably be understood as confidential. Receiving party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents who have a need to know and are bound to confidentiality obligations at least as protective as this clause; and (c) employ reasonable security measures to protect such information. Confidentiality obligations do not apply to information that (i) is or becomes publicly known through no breach, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of Confidential Information, or (iv) is required to be disclosed by law or court order, provided the disclosing party is given prompt notice to contest such disclosure.

Confidentiality Duration (years):

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Client shall own deliverables specifically created for Client under this Agreement upon full payment. Service Provider retains ownership of pre-existing tools, libraries, scripts and methodologies. Service Provider grants Client a non-exclusive, perpetual license to use any retained components embedded in the deliverables to operate the delivered solution.

Change Control

Any changes to the Scope of Work, schedule or price shall be documented in a written change order signed by authorized representatives of both parties. Work performed outside the agreed scope is billable at the rates set forth in the applicable change order.

Indemnification & Limitation of Liability

Each party agrees to indemnify and hold harmless the other from claims arising out of the indemnifying party’s gross negligence or willful misconduct. Except for liability arising from indemnification obligations or a party's willful misconduct, neither party's aggregate liability under this Agreement shall exceed the total amounts paid by Client to Service Provider under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to its conflicts of law principles.

Entire Agreement

This Agreement, including any attachments and executed change orders, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification is effective unless in writing and signed by authorized representatives of both parties.

Contacts

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