Software Testing Agreement

SOFTWARE TESTING AGREEMENT

This Software Testing Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to engage Service Provider to perform structured testing of the Client's software and related deliverables to identify defects, verify functionality, and assess performance under the terms set forth herein; and

WHEREAS, Service Provider has the expertise, personnel, test environments and methodologies required to perform testing services and to prepare formal test reports, and is willing to perform such services in accordance with the terms and conditions of this Agreement; and

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

SCOPE OF WORK

Service Provider will perform testing services as described below. The specific deliverables, acceptance criteria, test plans, and timelines shall be as set forth in the Scope of Work.

PAYMENT TERMS

Client shall pay Service Provider for the testing services in accordance with the fees and schedule set forth below. Fees are exclusive of applicable taxes unless otherwise stated.

Invoices are due within the period set forth in the Payment Schedule. Amounts unpaid after the due date shall accrue interest at the rate specified in the Late Payment Fee, and Client shall be responsible for reasonable collection costs, including attorneys' fees, for amounts not timely paid.

TERM AND TERMINATION

Term: 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 material breach by the other party that remains uncured for the Notice Period specified above following written notice. Client may terminate for convenience upon providing the Notice Period to Service Provider, in which case Client shall pay Service Provider for all work performed through the effective date of termination and any non-cancellable commitments reasonably incurred.

CONFIDENTIALITY

Each party (the "Recipient") shall hold in strict confidence all Confidential Information disclosed by the other party (the "Discloser") and shall not use such Confidential Information except to perform its obligations under this Agreement. "Confidential Information" includes non-public technical and business information, test results, code, system designs, trade secrets, customer data and other information designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Confidentiality obligations shall survive termination of this Agreement for Confidentiality Period (years): years, except to the extent disclosure is required by law, regulation or valid court order, in which case the Recipient shall provide prompt written notice to the Discloser and cooperate to seek a protective order or other appropriate remedy.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Client retains all rights, title and interest in Client's software and underlying intellectual property. Service Provider grants to Client a non-exclusive, royalty-free, worldwide license to use test reports, logs and related artifacts delivered pursuant to this Agreement for the purposes of evaluating and remediating defects. Service Provider warrants that deliverables will not infringe third party intellectual property rights and will transfer to Client any rights in test scripts or reports specifically prepared for Client as part of the Services.

DEFECT REPORTING, FIXES AND ACCEPTANCE

Service Provider shall log and document defects according to mutually agreed defect-tracking procedures. For each reported defect, Service Provider will provide reproducible steps, severity classification, and recommended mitigation. Client shall have Acceptance Period (days): days to review deliverables; absence of timely written rejection constitutes acceptance.

LIMITATION OF LIABILITY

Except for breaches of confidentiality, wilful misconduct, or gross negligence, neither party shall be liable for indirect, incidental, special or consequential damages, including loss of profits. The aggregate liability of either party for direct damages arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the preceding twelve (12) months.

INDEMNIFICATION

Each party shall indemnify and hold the other harmless from third party claims arising from the indemnifying party's breach of representations, willful misconduct, or negligence in performance of its obligations under this Agreement, provided that the indemnified party gives prompt written notice of the claim and cooperates in the defense.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles. The parties shall attempt in good faith to resolve disputes amicably prior to initiating litigation.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, agreements or communications, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

Sign Now