Test Contract
This Test Contract (this “Contract” or this “Test Contract”) is entered into, effective [DATE], between [NAME OF FIRST PARTY] (hereinafter referred to as the “Parties” or the “Client”) and [NAME OF SECOND PARTY] (hereinafter referred to as the “Provider”).
The Parties hereby agree as follows:
1. Services Provided
Provider shall provide to Client the following services: [LIST SERVICES].
2. Master Agreement
This Test Contract shall be an addendum and supplement to the master agreement between Client and Provider. As further specified within the master agreement, this Test Contract shall supersede any prior statements, agreements, contracts, or understandings between the Parties regarding the services provided by Provider.
3. Payment
Client shall pay to Provider in consideration of services rendered, the following amount: [PAYMENT] payable [AMOUNT OF TIME].
4. Termination
This Test Contract shall remain in effect until terminated as stated in this Test Contract. Either Party may terminate this Test Contract at any time, with or without cause, upon three (3) days written notice to the other Party.
5. Confidentiality
Both Parties shall maintain the confidentiality of all Confidential Information disclosed under this Test Contract and not disclose such Confidential Information to any third parties. Confidential Information shall include all information and documents of a Party, its affiliates, successors, and assigns, which is not generally known in its respective industry, and shall include, but not be limited to: (i) proprietary methods; (ii) trade secrets; (iii) pricing; (iv) business plans; and (v) customer information.
6. Representations and Warranties
The Parties represent and warrant that it has full authority and capacity to enter into and perform their respective obligations under this Test Contract.
7. Independent Contractors
The parties acknowledge that they are acting as independent contractors and nothing in this Test Contract shall be taken to create a partnership, joint venture, or agency relationship between the Parties. Each party shall be solely responsible for its obligations hereunder and as stated in the master agreement.
8. Liability
The parties shall not be liable to each other for incidental, indirect, special, punitive, or consequential damages, including lost profits of any kind, even if one of the Parties has been advised of the possibility of such damages.
9. Entire Agreement
This Test Contract constitutes the entire agreement between the Parties concerning the subject matter thereof and supersedes all prior agreements, understandings, and negotiations between the Parties, whether written or oral, regarding the subject matter thereof.
10. Severability
If any part of this Test Contract is found to be unenforceable, the remainder of this Test Contract shall remain in effect. In the event that any provision is found to be invalid or otherwise unenforceable, the Parties shall negotiate in good faith to modify this Test Contract so as to render the original intent of the Parties enforceable while preserving the original intent of this Test Contract to the greatest extent possible.
11. Assignment
Neither Party may assign this Test Contract to any third party without the prior written consent of the other Party.
12. Force Majeure
Neither Party shall be liable for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated Party; government restrictions; other conditions that are beyond the reasonable control of the obligated Party.
13. Governing Law
This Test Contract shall be interpreted, construed, and enforced in accordance with the laws of the [STATE/PROVINCE] and the [COUNTRY].
14. Notices
All notices related to this Test Contract shall be in writing and shall be effective upon receipt.
IN WITNESS WHEREOF, the parties have executed this Test Contract effectiveness of the day and year first written above.
[First Party]
[Second Party]
