Testing Automation Template

TESTING AUTOMATION TEMPLATE

This Testing Automation Agreement (the Agreement) is entered into as of the Effective Date set forth below by and between:

RECITALS

WHEREAS, Client requires the design, development, execution and maintenance of automated testing solutions for Client applications, systems and integrations; and

WHEREAS, Contractor represents that it has the technical expertise, personnel and resources to deliver automated test scripts, execution frameworks, reporting artifacts and related services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the automated testing engagement as set forth below.

SCOPE OF WORK

Contractor shall provide all labor, materials, tools and services necessary to perform automated testing services described in this Section. The parties agree that the Scope of Work includes, without limitation, test design, automation script development, execution, defect tracking, and delivery of test reports and artifacts.

Automation Deliverables (select all that apply):

Test scripts and source code
Automated test execution reports
Automation framework and CI integration
Documentation and runbooks

PAYMENT TERMS

Client shall pay Contractor the fees and expenses set forth below in consideration for the services and deliverables. All fees are payable in United States dollars unless otherwise agreed in writing.

All undisputed invoices not paid within the Invoice Terms shall accrue interest at the Late Payment Fee stated above or the maximum rate permitted by law, whichever is less. Client shall not withhold payment for disputed items except to the extent of the disputed amount.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until the Completion Date, unless earlier terminated in accordance with this Section.

Effective Date:    Completion Date:

Either party may terminate this Agreement for material breach by the other if the breaching party fails to cure the breach within the Notice Period after receipt of written notice specifying the breach. Client may terminate for convenience upon the notice period by paying Contractor for all work performed through the effective date of termination and any non-cancellable third-party costs reasonably incurred.

CONFIDENTIALITY

Each party shall protect Confidential Information of the other using the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information includes test data, access credentials, source code, test results, business information and any non-public information disclosed in connection with the engagement.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without breach of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information to comply with a court order or legal requirement provided it gives prompt notice to the disclosing party to allow a protective order or other remedy.

TEST ENVIRONMENT, DATA AND ACCESS

Client shall provide Contractor with the necessary test environments, accounts, access credentials and sanitized test data as reasonably required to perform the services. Client retains responsibility for production systems and shall ensure any personal or sensitive data provided for testing is lawfully processed and, where applicable, masked or desensitized.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Contractor assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement upon full payment of amounts due. Contractor retains ownership of pre-existing tools, frameworks, libraries and know-how used to produce deliverables; Contractor grants Client a perpetual, non-exclusive license to use such pre-existing materials solely to operate the delivered automation in Client environments.

WARRANTIES, LIMITATION OF LIABILITY

Contractor warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. CONTRACTOR’S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

ENTIRE AGREEMENT

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

ACCEPTANCE CRITERIA

NOTICES

Notices under this Agreement shall be in writing and sent to the address provided above or to such other address as a party may designate in writing. Notices are effective upon receipt.

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