Testing Agreement Shifta

TESTING AGREEMENT SHIFT A

This Testing Agreement ("Agreement") is entered into effective as of by and between:

WHEREAS

WHEREAS, Provider is engaged in the business of providing technical and functional testing services, including but not limited to test planning, execution, defect reporting and regression testing; and

WHEREAS, Client requires Provider to perform testing services for Client's systems, software, or components described herein under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations and other provisions governing such services.

SCOPE OF WORK

Provider shall perform testing services described below. Provider's obligations include development of test plans, test cases, execution of tests, defect logging, verification of fixes, and delivery of test reports. Specific systems, environments and deliverables are identified in the deliverables section.

PAYMENT TERMS

In consideration for the services, Client shall pay Provider the fees and expenses set forth below. Payments shall be made in United States dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the rate of on any unpaid balance, or the maximum rate permitted by applicable law, whichever is less. Client shall also reimburse Provider for reasonable collection costs for overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and, unless earlier terminated pursuant to this Section, shall continue until .

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach is not cured within thirty (30) days after receipt of written notice specifying the breach. Termination does not relieve Client of payment obligations for services performed and costs incurred prior to termination.

CONFIDENTIALITY

Each party ("Receiving Party") shall maintain in confidence all non-public, proprietary or confidential information disclosed by the other party ("Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). The Receiving Party will not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without breach of any obligation of confidentiality.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party, except to the extent retention is required by law or retained in encrypted backups. The parties acknowledge that monetary damages may be insufficient to remedy a breach and that injunctive relief may be appropriate in such event.

LIMITED WARRANTIES AND LIABILITY

Provider warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER FOR DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

INSURANCE AND SAFETY

Provider shall maintain, at its expense, commercially reasonable insurance coverage appropriate to its performance under this Agreement. Provider shall comply with Client site rules and safety procedures when performing on Client premises and shall notify Client in advance of personnel requiring access.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. Venue for any dispute arising out of this Agreement shall be the state or federal courts located in that state.

ENTIRE AGREEMENT

This Agreement, including any exhibits or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement creates an employer-employee, joint venture or agency relationship. If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect. Notices required by this Agreement shall be given in writing to the addresses set forth above.

SIGNATORY AUTHORITY

Each person signing this Agreement represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for which they sign.

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