Usability Testing Form

Usability Testing Agreement and Test Form

Parties and Recitals

This Usability Testing Agreement (the Agreement) is entered into by and between Client Name: and Service Provider Name: .

WHEREAS, Client engages Service Provider to perform usability testing services and related deliverables in accordance with the terms set forth herein; and

WHEREAS, Service Provider has the technical capability, testing methodology, and personnel necessary to perform usability testing and to produce reports and recommendations; and

WHEREAS, the parties desire to document the scope, payment, confidentiality and other terms governing the engagement.

Scope of Work

Service Provider shall perform usability testing services which may include participant recruitment, test script design, moderated and/or unmoderated sessions, task completion metrics, qualitative observation, video/audio capture (where permitted), analysis, and a final usability report with recommendations.

Test Plan and Participant Information

Test Tasks and Metrics

Payment Terms

Total Fee: $. Fees are exclusive of any applicable taxes unless otherwise stated.

Late Payment: Payments not received within days after invoice due date shall incur a late fee of $ or interest at , whichever is greater.

Term and Termination

Term Commencement Date: . Anticipated Completion Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for material breach shall be effective upon days' written notice if the breaching party fails to cure.

Confidentiality and Data Handling

Each party shall keep confidential all proprietary or non-public information disclosed by the other party and shall use such information solely for the performance of this Agreement. Confidential information includes participant data, test results, business processes, prototypes, and source materials. Confidential information does not include information that (a) is or becomes publicly known through no fault of the receiving party, (b) was known to the receiving party prior to disclosure, or (c) is required to be disclosed by law, provided the disclosing party is given notice and an opportunity to seek protective measures.

Participant Data Handling: Service Provider will anonymize participant identifiers in reports unless Client explicitly authorizes re-identification in writing. Retention period for raw session recordings: . After the retention period, raw recordings will be securely deleted unless otherwise agreed.

Consent recorded in writing: Yes    Video/audio recording permitted: Yes

Intellectual Property

Client retains all rights, title and interest in its pre-existing materials and product designs. Service Provider retains ownership of testing methodologies, templates, and analytic tools used in performing the services. Deliverables produced specifically for Client shall be transferred to Client upon full payment, subject to any pre-existing third-party licensing obligations disclosed in writing.

Warranties, Liability, and Indemnity

Each party represents that it has the right to enter into this Agreement. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SERVICES ARE PROVIDED "AS IS" WITHOUT ANY OTHER WARRANTY, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOTAL LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT. Each party shall indemnify the other for third-party claims resulting from its breach of this Agreement or gross negligence.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of without regard to its conflict of laws rules. The parties will attempt to resolve disputes in good faith and may pursue any remedies available at law or in equity.

Entire Agreement

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

Execution and Acknowledgment

The undersigned represent and warrant that they are authorized to execute this Agreement on behalf of their respective parties and that by signing they agree to be bound by all terms and conditions set forth herein.

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