UAT Project Side Cart

UAT Project Side Cart

This UAT Project Side Cart Agreement ("Agreement") is entered into as of by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client is developing or operating a software platform and desires to implement a "Side Cart" feature for a specific User Acceptance Testing (UAT) scope identified as Project Name: ;

WHEREAS, Contractor possesses development, testing and UAT support capabilities and will deliver the Side Cart feature work, inclusive of environments, test cases, and support necessary to allow Client to perform formal UAT under the terms set forth below;

WHEREAS, the parties desire to set forth the scope, acceptance criteria, payment and governance applicable to the UAT Project Side Cart deployment.

Scope of Work

UAT Period: Commencing on and concluding on . Contractor will provide test builds, support for defect triage, and up to hours of UAT support as part of this scope.

Payment Terms

Total Fixed Fee: $ .

Late Payment: Unpaid amounts shall incur interest at or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs.

Term and Termination

Term: This Agreement shall commence on and shall terminate on unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice. Either party may also terminate for convenience upon days' prior written notice.

Upon termination, Client shall pay Contractor for all work performed and accepted up to the effective date of termination and Contractor shall deliver all work-in-progress reasonably necessary for Client's continued operations.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether written, oral, or electronic, including technical designs, source code, specifications, business plans, pricing and trade secrets related to the Side Cart feature.

Obligations: The receiving party shall (a) use Confidential Information solely for performance under this Agreement; (b) limit disclosure to employees and contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential materials, but in no event less than reasonable care.

Exclusions and Duration: Confidential Information does not include information that is publicly known through no breach by the receiving party, rightfully received from a third party without restriction, or independently developed. Confidentiality obligations shall survive termination for a period of years.

Warranties, Indemnification and Liability

Contractor represents that it will perform services in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth herein, Contractor disclaims all other warranties, whether express or implied.

Indemnification: Each party shall indemnify, defend and hold harmless the other from third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with its obligations under this Agreement, subject to the indemnified party's prompt notice and cooperation in the defense.

Limitation of Liability: Except for liability arising from breach of confidentiality or indemnification obligations, neither party's aggregate liability for claims arising under this Agreement shall exceed the total fees paid to Contractor under this Agreement.

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. Exclusive venue for disputes shall be in the courts located in that jurisdiction unless the parties agree otherwise in writing.

Entire Agreement

This Agreement, together with any appendices or statement of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous negotiations and agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture or employment relationship.

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