User Acceptance Agreement

USER ACCEPTANCE AGREEMENT

This User Acceptance Agreement (the Agreement) is entered into as of Effective Date: by and between Provider Name: with principal place of business at

and Client Name: with principal place of business at

RECITALS

WHEREAS, Provider has developed or delivered the Deliverable described as: (the Deliverable) pursuant to the agreement for services between the parties; and

WHEREAS, Client requires formal acceptance testing and written confirmation that the Deliverable meets the Acceptance Criteria set forth in this Agreement; and

WHEREAS, the parties desire to document the procedures, review period, and remedies related to acceptance of the Deliverable.

SCOPE OF WORK

ACCEPTANCE CRITERIA AND PROCEDURE

1. Acceptance Criteria: The Deliverable shall be deemed acceptable if it materially conforms to the functional requirements, performance standards, and documentation described in the Scope of Work. Specific acceptance tests and pass/fail criteria include:

2. Review Period: Client shall have a period of calendar days after delivery to perform acceptance testing (the Review Period). If Client does not provide written rejection specifying material deficiencies prior to the expiration of the Review Period, the Deliverable shall be deemed Accepted.

Client hereby accepts the Deliverable as meeting the Acceptance Criteria.

PAYMENT TERMS

Total Payment Amount: . Payment is due in accordance with the schedule below.

Late Payment: Past due amounts shall incur a late fee equal to per month or the maximum permitted by law, plus reasonable collection costs. Payment disputes must be raised in writing within 15 days of invoice receipt.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Termination for convenience may be exercised by either party upon days' prior written notice, subject to payment for completed work and reasonable wind-down costs.

CONFIDENTIALITY

Each party shall maintain in confidence all Confidential Information disclosed by the other party. "Confidential Information" means non-public information identified as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, already known to the receiving party prior to disclosure, rightfully received from a third party without breach, or independently developed without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall protect such information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Disclosure required by law is permitted if the receiving party provides prompt written notice to the disclosing party and cooperates in any lawful effort to limit disclosure.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that for a period of days following Acceptance, the Deliverable will materially conform to the Acceptance Criteria. Provider's sole obligation and Client's exclusive remedy for breach of this warranty shall be, at Provider's option, correction of the nonconformity or refund of amounts paid for the nonconforming portion.

EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE DELIVERABLE IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, EXCEPT FOR LIABILITY FOR PERSONAL INJURY OR BREACH OF CONFIDENTIALITY.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree to attempt to resolve disputes in good faith through escalation between senior representatives before pursuing formal adjudication.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except to a successor in interest by merger or sale of substantially all assets.

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