Testing Tool Template

TESTING TOOL TEMPLATE

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: (each a "Party" and collectively the "Parties").

WHEREAS

WHEREAS, Client requires a software testing tool and associated services to evaluate, validate, and report on specified systems and processes; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to deliver the testing tool, configuration, and related professional services described in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the provision, deployment, acceptance testing, licensing, and support of the testing tool under the terms and conditions of this Agreement.

SCOPE OF WORK

Service Provider will perform the services and deliverables described below. Deliverables include but are not limited to: installation and configuration of the testing tool, test script development, execution of test cases, defect reporting, training for Client personnel, and delivery of final test reports.

PAYMENT TERMS

Client shall pay Service Provider for the services and deliverables described in the Scope of Work in accordance with the payment schedule below. All payments are due in U.S. dollars and exclusive of applicable taxes unless otherwise stated.

All undisputed amounts not paid when due shall accrue interest at the lesser of the rate specified in the late fee field above or the maximum rate permitted by applicable law. Client shall be responsible for reasonable collection costs, including attorneys' fees, for amounts not paid when due.

TERM AND TERMINATION

This Agreement commences on Commencement Date: and continues until Termination Date: unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within the notice period specified above after receipt of written notice. Either Party may terminate this Agreement immediately for insolvency, bankruptcy, or appointment of a receiver for the other Party.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a Party to the other Party, whether disclosed orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes test data, test results, business plans, pricing, software source code, and trade secrets.

Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) not disclose Confidential Information except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) use Confidential Information solely for the purposes of performing obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) is rightfully received from a third party without restriction and without breach of this Agreement; (iii) is independently developed by Receiving Party without use of Confidential Information; or (iv) is required to be disclosed by law, provided Receiving Party gives prior written notice to Disclosing Party and cooperates in any confidential treatment or protective order sought.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to conflict of law principles. The Parties agree to submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including its Schedules and any statements of work expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, representations, and agreements, whether written or oral. No modification of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Neither Party may assign this Agreement without the other Party's prior written consent, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

The Parties acknowledge that monetary damages may be inadequate to compensate for unauthorized disclosure or use of Confidential Information and that injunctive relief may be an appropriate remedy in addition to any other remedies available at law or in equity.

By signing below, each Party warrants that the signatory has authority to bind the Party to this Agreement.

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