Testing Agreement Sign

TESTING AGREEMENT SIGN

This Testing Agreement ("Agreement") is made effective as of Effective Date: by and between Client Name: and Provider Name: .

Recitals

WHEREAS, Client requires testing services to validate performance, compliance, and acceptance criteria for Client's products or systems; and

WHEREAS, Provider represents that it possesses the necessary expertise, personnel, facilities and certifications to perform the testing services described herein in a professional manner and in accordance with industry standards; and

WHEREAS, the parties desire to set forth the terms by which Provider will perform such testing services and by which Client will accept and pay for those services.

Scope of Work

Provider shall perform testing services as described below. Services shall include test planning, execution, defect reporting, and delivery of a final test report that documents test methods, results, deviations, and recommended remedial actions. Acceptance of the services shall be governed by the acceptance criteria specified below.

Payment Terms

Client shall pay Provider for the services performed in accordance with the schedule set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing. Invoices shall itemize work performed and shall be due and payable within the number of days specified below following receipt.

Any past-due amount shall accrue interest at the lesser of eighteen percent (18%) per annum or the maximum rate permitted by law. In addition, a late charge may be assessed as set forth below.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated pursuant to this section.

Either party may terminate this Agreement for convenience upon providing Termination Notice: days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and shall not disclose or use any Confidential Information of the disclosing party except as necessary to perform its obligations under this Agreement. "Confidential Information" includes non-public technical, business and financial information disclosed orally, in writing, or by inspection.

Confidential Information does not include information that is: (a) publicly known at the time of disclosure; (b) subsequently becomes publicly known through no fault of the Receiving Party; (c) rightfully received from a third party without a duty of confidentiality; or (d) independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. A Receiving Party may disclose Confidential Information to the extent required by law or order of a court or governmental authority, provided that the Receiving Party provides prompt written notice to the Disclosing Party to permit it to seek protective relief.

Check if confidentiality obligations are mutual (if unchecked, confidentiality obligations are one-way from Provider to Client).

Intellectual Property; Test Results

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, royalty-free license to use test results and reports delivered under this Agreement for Client's internal business purposes. Provider retains ownership of its pre-existing tools, methodologies, and intellectual property. Any new intellectual property developed solely in connection with the Services shall be owned by subject to any license expressly granted herein.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

Entire Agreement; Miscellaneous

This Agreement, including any exhibits and attachments listed herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous oral or written agreements, proposals or understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties. Failure to enforce any provision shall not constitute a waiver of future enforcement. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices

All notices required or permitted under this Agreement shall be in writing and addressed to the parties at the addresses set forth above or to such other address as either party may designate in writing. Notices shall be deemed given upon receipt.

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