User Acceptance Testing Draft

USER ACCEPTANCE TESTING DRAFT

THIS USER ACCEPTANCE TESTING DRAFT (the "Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Service Provider Name: ("Provider").

WHEREAS

WHEREAS, Client has developed or procured a software system identified as Project Name: and requires formal user acceptance testing to validate that the system satisfies the agreed acceptance criteria and is fit for production use.

WHEREAS, Provider possesses the expertise, personnel, tools, and facilities necessary to perform the User Acceptance Testing ("UAT") and has agreed to conduct UAT under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows:

SCOPE OF WORK

Provider shall perform User Acceptance Testing of the Project in accordance with the acceptance criteria, test cases, and schedule described below. Testing services include planning, executing test cases, logging defects, triaging defects with Client, and producing test summary and final acceptance reports. Specific tasks, responsibilities, and deliverables are:

ACCEPTANCE CRITERIA & TESTING

Acceptance Criteria: The system shall be deemed accepted when all Priority 1 (critical) defects are resolved or otherwise mitigated to Client's reasonable satisfaction and remaining defects are documented with agreed remedial plans. Additional criteria, including performance baselines and functional pass/fail thresholds, are set forth below.

UAT Commencement Date:    UAT Completion Target Date:

DEFECT MANAGEMENT & REPORTING

Provider shall log defects in the mutually agreed defect tracking system and assign severity levels. Provider will provide daily defect triage during active test cycles and weekly summary reports otherwise. Client shall designate a single point of contact for defect prioritization.

PAYMENT TERMS

In consideration for Provider's performance of UAT, Client shall pay Provider the fees described below. All amounts are payable in United States Dollars unless otherwise agreed in writing.

Late payments shall incur a late fee of on the overdue balance, and Provider may suspend testing services if Client fails to cure delinquent payments within days following written notice.

TERM AND TERMINATION

This Agreement shall commence on Effective Date recorded above and continue until UAT Completion or earlier termination in accordance with this Section. Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the intended termination date.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice describing the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in strict confidence all non-public information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally known to the public other than by a breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice and cooperates to limit the scope of such disclosure.

The obligations under this Section shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or a breach of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages, including lost profits, arising out of or relating to this Agreement, whether in contract, tort, or otherwise. The aggregate liability of each party under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments, schedules, and 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 agreements, representations, and understandings, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party designates in writing. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

DELIVERABLES & SIGN-OFF

Provider will deliver the following test artifacts: Test Plan, Test Cases, Daily/Weekly Defect Reports, and Final UAT Acceptance Report. Client's authorized representative will perform final acceptance testing and sign the acceptance form when the Acceptance Criteria have been satisfied.

Acceptance Confirmation (select applicable):

Acceptance confirmed upon execution of this Agreement Acceptance contingent upon resolution of listed defects Rejected — testing to be re-scheduled

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