Common use of Acceptance of Deliverables Clause in Contracts

Acceptance of Deliverables. (a) Xxxxx XXXX'x obligation to comply with any Xxxxx XXXX Review Period is conditioned on the timely delivery of the deliverable(s). Xxxxx XXXX Review Period will begin on the first business day following Xxxxx XXXX'x receipt of the deliverable(s). (b) Xxxxx XXXX may inspect the deliverable to confirm that all components have been delivered without material deficiencies. If Xxxxx XXXX determines that the deliverable or one of its components has material deficiencies, Xxxxx XXXX may reject the deliverable without performing any further inspection or testing. (c) Xxxxx XXXX will only approve a deliverable after confirming that it conforms to and performs according to its specifications without material deficiency. Xxxxx XXXX may, in its discretion, conditionally approve a deliverable that contains material deficiencies if Xxxxx XXXX elects to permit the Contractor to correct those deficiencies post-approval. The Contractor remains responsible for working diligently to correct within a reasonable time at the Contractor's expense, all deficiencies in the deliverable that remain outstanding at the time of Xxxxx XXXX approval. (d) If, after three opportunities the Contractor is unable to correct all deficiencies, Xxxxx XXXX may: (i) demand that the Contractor cure the failure and give the Contractor additional time to do so at the sole expense of the Contractor; (ii) keep the Contract in force and perform, either itself or through other parties, whatever the Contractor has failed to do, and recover the difference between the cost to cure the deficiency and the Contract price plus an additional amount equal to 10% of Xxxxx XXXX'x cost to cure the deficiency; or (iii) fully or partially terminate the Contract for default by giving notice to the Contractor. Notwithstanding the foregoing, Xxxxx XXXX cannot use, as a basis for exercising its termination rights under this Section, deficiencies discovered in a repeat Xxxxx XXXX Review Period that could reasonably have been discovered during a prior Xxxxx XXXX Review Period. (e) Xxxxx XXXX, at any time and in its reasonable discretion, may reject the deliverable without notation of all deficiencies if the acceptance process reveals deficiencies in a sufficient quantity or of a sufficient severity that renders continuing the process unproductive or unworkable.

Acceptance of Deliverables. 3.8.1 Delivery Responsibilities Unless otherwise specified by Xxxxx XXXX, the following are applicable to all deliveries: (a) Xxxxx XXXX'x obligation to comply with any Xxxxx XXXX Review Period The Contractor is conditioned on the timely delivery of responsible for delivering the deliverable(s). Xxxxx XXXX Review Period will begin on ) by the first business day following Xxxxx XXXX'x receipt of applicable delivery date to the deliverable(s)location(s) specified in the SOW or individual Purchase Order. (b) Xxxxx XXXX may inspect The Contractor must ship the deliverable to confirm that all components have been delivered without material deficiencies. If Xxxxx XXXX determines that the deliverable or one of its components has material deficienciesdeliverable(s) "F.O.B. Destination, Xxxxx XXXX may reject the deliverable without performing any further inspection or testingwithin Government Premises." (c) Xxxxx XXXX will only approve a deliverable after confirming that it conforms to and performs according to its specifications without material deficiency. Xxxxx XXXX may, in its discretion, conditionally approve a deliverable that contains material deficiencies if Xxxxx XXXX elects to permit the Contractor to correct those deficiencies post-approval. The Contractor remains responsible for working diligently to correct within a reasonable time at the Contractor's expense, examine all deficiencies in the deliverable that remain outstanding packages at the time of delivery. The quantity of packages delivered must be recorded and any obvious visible or suspected damage must be noted at the time of delivery using the shipper's delivery document(s) and appropriate procedures to record the damage. 3.8.2 Process for Acceptance of Deliverable(s) Xxxxx XXXX'x review period for acceptance of the deliverable(s) is governed by the applicable Statement of Work, and if the Statement of Work does not specify Xxxxx XXXX'x review period, it is by default 30 days for a deliverable (Xxxxx XXXX approval. (d) If, after three opportunities Review Period). Xxxxx XXXX will notify the Contractor is unable to correct all deficiencies, Xxxxx XXXX may: (i) demand that by the Contractor cure the failure and give the Contractor additional time to do so at the sole expense end of the Contractor; (ii) keep the Contract in force and perform, either itself or through other parties, whatever the Contractor has failed to do, and recover the difference between the cost to cure the deficiency and the Contract price plus an additional amount equal to 10% of Xxxxx XXXX'x cost to cure the deficiency; or (iii) fully or partially terminate the Contract for default by giving notice to the Contractor. Notwithstanding the foregoing, Xxxxx XXXX cannot use, as a basis for exercising its termination rights under this Section, deficiencies discovered in a repeat Xxxxx XXXX Review Period that could reasonably either: (a) the deliverable is accepted in the form delivered by the Contractor; (b) the deliverable is accepted, but noted deficiencies must be corrected; or (c) the deliverable is rejected along with notation of any deficiencies that must be corrected before acceptance of the deliverable. If Xxxxx XXXX delivers to the Contractor a notice of deficiencies, the Contractor will correct the described deficiencies and within 30 Days resubmit the deliverable(s) with an explanation that demonstrates all corrections have been discovered during made to the original deliverable(s). The Contractor's correction efforts will be made at no additional charge. Upon receipt of a prior corrected deliverable from the Contractor, Xxxxx XXXX Review Periodwill have a reasonable additional period of time, not to exceed 30 Days, to accept the corrected deliverable. (e) Xxxxx XXXX, at any time and in its reasonable discretion, may reject the deliverable without notation of all deficiencies if the acceptance process reveals deficiencies in a sufficient quantity or of a sufficient severity that renders continuing the process unproductive or unworkable.

Acceptance of Deliverables. (a) Xxxxx XXXX'x The State's obligation to comply with any Xxxxx XXXX State Review Period is conditioned on the timely delivery of the deliverable(sDeliverable(s). Xxxxx XXXX The State Review Period will begin on the first business day Business Day following Xxxxx XXXX'x the State's receipt of the deliverable(sDeliverable(s). (b) Xxxxx XXXX The State may inspect the deliverable Deliverable to confirm that all components have been delivered without material deficiencies. If Xxxxx XXXX the State determines that the deliverable Deliverable or one of its components has material deficiencies, Xxxxx XXXX the State may reject the deliverable Deliverable without performing any further inspection or testing. (c) Xxxxx XXXX The State will only approve a deliverable Deliverable after confirming that it conforms to and performs according to its specifications without material deficiency. Xxxxx XXXX The State may, in its discretion, conditionally approve a deliverable Deliverable that contains material deficiencies if Xxxxx XXXX the State elects to permit the Contractor to correct those deficiencies post-approval. The Contractor remains responsible for working diligently to correct correct, within a reasonable time at the Contractor's expense, all deficiencies in the deliverable Deliverable that remain outstanding at the time of Xxxxx XXXX State approval. (d) If, after three opportunities the Contractor is unable to correct all deficiencies, Xxxxx XXXX the State may: : (i) demand that the Contractor cure the failure and give the Contractor additional time to do so at the sole expense of the Contractor; (ii) keep the Contract in force and perform, either itself or through other parties, whatever the Contractor has failed to do, and recover the difference between the cost to cure the deficiency and the Contract price plus an additional amount equal to 10% of Xxxxx XXXX'x the State's cost to cure the deficiency; or (iii) fully or partially terminate the Contract for default by giving notice to the Contractor. Notwithstanding the foregoing, Xxxxx XXXX the State cannot use, as a basis for exercising its termination rights under this Section, deficiencies discovered in a repeat Xxxxx XXXX State Review Period that could reasonably have been discovered during a prior Xxxxx XXXX State Review Period. (e) Xxxxx XXXXThe State, at any time and in its reasonable discretion, may reject the deliverable Deliverable without notation of all deficiencies if the acceptance process reveals deficiencies in a sufficient quantity or of a sufficient severity that renders continuing the process unproductive or unworkable.

Acceptance of Deliverables. (a) Xxxxx XXXX'x obligation to comply with any Xxxxx XXXX Review Period is conditioned on the timely delivery of the deliverable(s). Xxxxx XXXX Review Period will begin on the first business day following Xxxxx XXXX'x receipt of the deliverable(s). (b) Xxxxx XXXX may inspect the deliverable to confirm that all components have been delivered without material deficiencies. If Xxxxx XXXX determines that the deliverable or one of its components has material deficiencies, Xxxxx XXXX may reject the deliverable without performing any further inspection or testing. (c) Xxxxx XXXX will only approve a deliverable after confirming that it conforms to and performs according to its specifications without material deficiency. Xxxxx XXXX may, in its discretion, conditionally approve a deliverable that contains material deficiencies if Xxxxx XXXX elects to permit the Contractor to correct those deficiencies post-approval. The Contractor remains responsible remainsresponsible for working diligently to correct within a reasonable time at the Contractor's expense, all deficiencies in the deliverable that remain outstanding at the time of Xxxxx XXXX approval. (d) If, after three opportunities the Contractor is unable to correct all deficiencies, Xxxxx XXXX may: (i) demand that the Contractor cure the failure and give the Contractor additional time to do so at the sole expense of the Contractor; (ii) keep the Contract in force and perform, either itself or through other parties, whatever the Contractor has failed to do, and recover the difference between the cost to cure the deficiency and the Contract price plus an additional amount equal to 10% of Xxxxx XXXX'x cost to cure the deficiency; or (iii) fully or partially terminate the Contract for default by giving notice to the Contractor. Notwithstanding the foregoing, Xxxxx XXXX cannot use, as a basis for exercising its termination rights under this Section, deficiencies discovered in a repeat Xxxxx XXXX Review Period that could reasonably have been discovered during a prior Xxxxx XXXX Review Period. (e) Xxxxx XXXX, at any time and in its reasonable discretion, may reject the deliverable without notation of all deficiencies if the acceptance process reveals deficiencies in a sufficient quantity or of a sufficient severity that renders continuing the process unproductive or unworkable.

Acceptance of Deliverables. (a) Xxxxx XXXX'x obligation to comply with any Xxxxx XXXX Review Period is conditioned on the timely delivery of the deliverable(s). Xxxxx XXXX Review Period will begin on the first business day following Xxxxx XXXX'x receipt of the deliverable(s). (b) Xxxxx XXXX may inspect the deliverable to confirm that all components have been delivered without material deficiencies. If Xxxxx XXXX determines that the deliverable or one of its components has material deficiencies, Xxxxx XXXX may reject the deliverable without performing any further inspection or testing. (c) Xxxxx XXXX will only approve a deliverable after confirming that it conforms to and performs according to its specifications without material deficiency. Xxxxx XXXX may, in its discretion, conditionally approve a deliverable that contains material deficiencies if Xxxxx XXXX elects to permit the Contractor to correct those deficiencies post-approval. The Contractor remains responsible for working diligently to correct within a reasonable time at the Contractor's expense, all deficiencies in the deliverable that remain outstanding at the time of Xxxxx XXXX approval.outstanding (d) If, after three opportunities the Contractor is unable to correct all deficiencies, Xxxxx XXXX may: (i) demand that the Contractor cure the failure and give the Contractor additional time to do so at the sole expense of the Contractor; (ii) keep the Contract in force and perform, either itself or through other parties, whatever the Contractor has failed to do, and recover the difference between the cost to cure the deficiency and the Contract price plus an additional amount equal to 10% of Xxxxx XXXX'x cost to cure the deficiency; or (iii) fully or partially terminate the Contract for default by giving notice to the Contractor. Notwithstanding the foregoing, Xxxxx XXXX cannot use, as a basis for exercising its termination rights under this Section, deficiencies discovered in a repeat Xxxxx XXXX Review Period that could reasonably have been discovered during a prior Xxxxx XXXX Review Period. (e) Xxxxx XXXX, at any time and in its reasonable discretion, may reject the deliverable without notation of all deficiencies if the acceptance process reveals deficiencies in a sufficient quantity or of a sufficient severity that renders continuing the process unproductive or unworkable.

Acceptance of Deliverables. (a) Xxxxx XXXX'x obligation a. All deliverables will be made available to CLIENT for review to ensure that such deliverables materially comply with any Xxxxx XXXX the specifications, if any, set forth in the body of the Contract (“Acceptance Criteria”). If a series of deliverables are to be made available based on milestones or other timeline, then each deliverable shall be inspected and accepted individually, and the procedures, obligations and other terms of this Section 4 shall apply to each deliverable. The number of business days (the “Review Period”) may be set forth in the Contract, and if not so indicated, shall be five (5) business days, commencing on the date INGU makes the deliverables available to CLIENT. b. If, during a Review Period of a deliverable, CLIENT provides notice to INGU that such deliverable is conditioned on not accepted and does not conform to the timely delivery of the deliverable(s). Xxxxx XXXX Review Period will begin on the first business day following Xxxxx XXXX'x receipt of the deliverable(s). (b) Xxxxx XXXX may inspect the deliverable to confirm that all components have been delivered without material deficiencies. If Xxxxx XXXX determines that the deliverable or one of its components has material deficienciesAcceptance Criteria, Xxxxx XXXX may reject the deliverable without performing any further inspection or testing. (c) Xxxxx XXXX will only approve a deliverable after confirming that it conforms to and performs according to its specifications without material deficiency. Xxxxx XXXX mayINGU shall, in its discretion, conditionally approve a deliverable that contains material deficiencies if Xxxxx XXXX elects to permit the Contractor to correct those deficiencies post-approval. The Contractor remains responsible for working diligently to correct within a reasonable time at the Contractor's expenseperiod of time, all deficiencies remedy such nonconformities and deliver a corrected deliverable to CLIENT for an additional Review Period. Unless otherwise set forth in the body of the Contract or as otherwise provided in this paragraph, this process shall be repeated as necessary until each deliverable that remain outstanding at conforms to the time of Xxxxx XXXX approval. (d) IfAcceptance Criteria. If a deliverable does not conform to the Acceptance Criteria by the applicable due date, after three opportunities the Contractor is unable to correct all deficiencies, Xxxxx XXXX then CLIENT may: (i) demand that immediately terminate the Contractor cure Contract and return the failure and nonconforming deliverable to INGU; or (ii) allow INGU to remedy the nonconformities for a period of time agreed to by the Parties. When a deliverable has satisfied the Acceptance Criteria, CLIENT shall give INGU prompt notice thereof. If no notice is received by INGU before the Contractor additional time to do so at conclusion of a Review Period, the sole expense deliverable will be deemed accepted. c. INGU shall have no obligations under this Section 4 if: (i) the deliverable was not used in accordance with the specifications, if any, set forth in the body of the ContractorContract; (ii) keep the Contract in force and performdeliverable was altered, either itself modified or through other parties, whatever the Contractor has failed to do, and recover the difference between the cost to cure the deficiency and the Contract price plus an additional amount equal to 10% of Xxxxx XXXX'x cost to cure the deficiencyconverted by CLIENT or any third party; or (iii) fully CLIENT’s equipment or partially terminate software malfunctioned and such malfunction caused the Contract for default by giving notice to the Contractor. Notwithstanding the foregoing, Xxxxx XXXX cannot use, as a basis for exercising its termination rights under this Section, deficiencies discovered in a repeat Xxxxx XXXX Review Period that could reasonably have been discovered during a prior Xxxxx XXXX Review Period. (e) Xxxxx XXXX, at any time and in its reasonable discretion, may reject the deliverable without notation of all deficiencies if the acceptance process reveals deficiencies in a sufficient quantity or of a sufficient severity that renders continuing the process unproductive or unworkable.nonconformity;

Acceptance of Deliverables. (a) Xxxxx XXXX'x obligation to comply with any Xxxxx XXXX Review Period is conditioned on the timely delivery of the deliverable(s). Xxxxx XXXX Review Period will begin on the first business day following Xxxxx XXXX'x receipt of the deliverable(s). (b) Xxxxx XXXX may inspect the deliverable to confirm that all components have been delivered without material deficiencies. If Xxxxx XXXX determines that the deliverable or one of its components has material deficiencies, Xxxxx XXXX may reject the deliverable without performing any further inspection or testing. (c) Xxxxx XXXX will only approve a deliverable after confirming that it conforms to and performs according to its specifications without material deficiency. Xxxxx XXXX may, in its discretion, conditionally approve a deliverable that contains material deficiencies if Xxxxx XXXX elects to permit the Contractor to correct those deficiencies post-approval. The Contractor remains responsible for working diligently to correct within a reasonable time at the Contractor's expense, all deficiencies in the deliverable that remain outstanding at the time of Xxxxx XXXX approval. (d) If, after three opportunities the Contractor is unable to correct all deficiencies, Xxxxx XXXX may: (i) demand that the Contractor cure the failure and give the Contractor additional time to do so at the sole expense of the Contractor; or (ii) keep the Contract in force and perform, either itself or through other parties, whatever the Contractor has failed to do, and recover the difference between the cost to cure the deficiency and the Contract price plus an additional amount equal to 10% of Xxxxx XXXX'x cost to cure the deficiency; or (iii) fully or partially terminate the Contract for default by giving notice to the Contractor. Notwithstanding the foregoing, Xxxxx XXXX cannot use, as a basis for exercising its termination rights under this Section, deficiencies discovered in a repeat Xxxxx XXXX Review Period that could reasonably have been discovered during a prior Xxxxx XXXX Review Period. (e) Xxxxx XXXX, at any time and in its reasonable discretion, may reject the deliverable without notation of all deficiencies if the acceptance process reveals deficiencies in a sufficient quantity or of a sufficient severity that renders continuing the process unproductive or unworkable.

Acceptance of Deliverables. (a) Xxxxx XXXX'x The State's obligation to comply with any Xxxxx XXXX State Review Period is conditioned on the timely delivery of the deliverable(sDeliverable(s). Xxxxx XXXX The State Review Period will begin on the first business day Business Day following Xxxxx XXXX'x the State's receipt of the deliverable(sDeliverable(s). (b) Xxxxx XXXX The State may inspect the deliverable Deliverable to confirm that all components have been delivered without material deficiencies. If Xxxxx XXXX the State determines that the deliverable Deliverable or one of its components has material deficiencies, Xxxxx XXXX the State may reject the deliverable Deliverable without performing any further inspection or testing. (c) Xxxxx XXXX The State will only approve a deliverable Deliverable after confirming that it conforms to and performs according to its specifications without material deficiency. Xxxxx XXXX The State may, in its discretion, conditionally approve a deliverable Deliverable that contains material deficiencies if Xxxxx XXXX the State elects to permit the Contractor to correct those deficiencies post-approval. The Contractor remains responsible for working diligently to correct correct, within a reasonable time at the Contractor's expense, all deficiencies in the deliverable that remain remains outstanding at the time of Xxxxx XXXX State approval. (d) If, after three opportunities the Contractor is unable to correct all deficiencies, Xxxxx XXXX the State may: (i) demand that the Contractor cure the failure and give the Contractor additional time to do so at the sole expense of the Contractor; (ii) keep the Contract in force and perform, either itself or through other parties, whatever the Contractor has failed to do, and recover the difference between the cost to cure the deficiency and the Contract price plus an additional amount equal to 10% of Xxxxx XXXX'x the State's cost to cure the deficiency; or (iii) fully or partially terminate the Contract for default by giving notice to the Contractor. Notwithstanding the foregoing, Xxxxx XXXX the State cannot use, as a basis for exercising its termination rights under this Section, deficiencies discovered in a repeat Xxxxx XXXX State Review Period that could reasonably have been discovered during a prior Xxxxx XXXX State Review Period. (e) Xxxxx XXXXThe State, at any time and in its reasonable discretion, may reject the deliverable Deliverable without notation of all deficiencies if the acceptance process reveals deficiencies in a sufficient quantity or of a sufficient severity that renders continuing the process unproductive or unworkable.

Acceptance of Deliverables. (a) Xxxxx XXXX'x obligation to comply with any Xxxxx XXXX Review Period is conditioned on the timely delivery of the deliverable(s). Xxxxx XXXX Review Period will begin on the first business day following Xxxxx XXXX'x receipt of the deliverable(s). (b) Xxxxx XXXX may inspect the deliverable to confirm that all components have been delivered without material deficiencies. If Xxxxx XXXX determines that the deliverable or one of its components has material deficiencies, Xxxxx XXXX may reject the deliverable without performing any further inspection or testing. (c) Xxxxx XXXX will only approve a deliverable after confirming that it conforms to and performs according to its specifications without material deficiency. Xxxxx XXXX may, in its discretion, conditionally approve a deliverable that contains material deficiencies if Xxxxx XXXX elects to permit the Contractor to correct those deficiencies post-approval. The Contractor remains responsible for working diligently to correct within a reasonable time at the Contractor's expense, all deficiencies in the deliverable that remain outstanding at the time of Xxxxx XXXX approval. (d) If, after three opportunities the Contractor is unable to correct all deficiencies, Xxxxx XXXX may: (i) demand that the Contractor cure the failure and give the Contractor additional time to do so at the sole expense of the Contractor; (ii) keep the Contract in force and perform, either itself or through other parties, whatever the Contractor has failed to do, and recover the difference between the cost to cure the deficiency and the Contract price plus an additional amount equal to 10% of Xxxxx XXXX'x cost to cure the deficiency; or (iii) fully or partially terminate the Contract for default by giving notice to the Contractor. Notwithstanding the foregoing, Xxxxx XXXX cannot use, as a basis for exercising its termination rights under this Section, deficiencies discovered in a repeat Xxxxx XXXX Review Period that could reasonably have been discovered during a prior Xxxxx XXXX Review Period. Konica Minolta recognizes the right of a client to purchase goods and services off contract; however, we will accept no financial responsibility for them having done so. (e) Xxxxx XXXX, at any time and in its reasonable discretion, may reject the deliverable without notation of all deficiencies if the acceptance process reveals deficiencies in a sufficient quantity or of a sufficient severity that renders continuing the process unproductive or unworkable.

Acceptance of Deliverables. (a) Xxxxx XXXX'x The State's obligation to comply with any Xxxxx XXXX State Review Period is conditioned on the timely delivery of the deliverable(sDeliverable(s). Xxxxx XXXX The State Review Period will begin on the first business day Business Day following Xxxxx XXXX'x the State's receipt of the deliverable(sDeliverable(s). (b) Xxxxx XXXX The State may inspect the deliverable Deliverable to confirm that all components have been delivered without material deficiencies. If Xxxxx XXXX the State determines that the deliverable Deliverable or one of its components has material deficiencies, Xxxxx XXXX the State may reject the deliverable Deliverable without performing any further inspection or testing. (c) Xxxxx XXXX The State will only approve a deliverable Deliverable after confirming that it conforms to and performs according to its specifications without material deficiency. Xxxxx XXXX The State may, in its discretion, conditionally approve a deliverable Deliverable that contains material deficiencies if Xxxxx XXXX the State elects to permit the Contractor to correct those deficiencies post-approval. The Contractor remains responsible for working diligently to correct correct, within a reasonable time at the Contractor's expense, all deficiencies in the deliverable Deliverable that remain outstanding at the time of Xxxxx XXXX State approval. (d) If, after three opportunities the Contractor is unable to correct all deficiencies, Xxxxx XXXX the State may: (i) demand that the Contractor cure the failure and give the Contractor additional time to do so at the sole expense of the Contractor; (ii) keep the Contract in force and perform, either itself or through other parties, whatever the Contractor has failed to do, and recover the difference between the cost to cure the deficiency and the Contract price plus an additional amount equal to 10% of Xxxxx XXXX'x the State's cost to cure the deficiency; or (iii) fully or partially terminate the Contract for default by giving notice to the Contractor. Notwithstanding the foregoing, Xxxxx XXXX the State cannot use, as a basis for exercising its termination rights under this Section, deficiencies discovered in a repeat Xxxxx XXXX State Review Period that could reasonably have been discovered during a prior Xxxxx XXXX State Review Period. (e) Xxxxx XXXXThe State, at any time and in its reasonable discretion, may reject the deliverable Deliverable without notation of all deficiencies if the acceptance process reveals deficiencies in a sufficient quantity or of a sufficient severity that renders continuing the process unproductive or unworkable.

Acceptance of Deliverables. (a) Xxxxx XXXX'x obligation to comply with any Xxxxx XXXX Review Period is conditioned on the timely delivery of the deliverable(s). Xxxxx XXXX Review Period will begin on the first business day following Xxxxx XXXX'x receipt of the deliverable(s). (b) Xxxxx XXXX may inspect the deliverable to confirm that all components have been delivered without material deficiencies. If Xxxxx XXXX determines that the deliverable or one of its components has material deficiencies, Xxxxx XXXX may reject the deliverable without performing any further inspection or testing. (c) Xxxxx XXXX will only approve a deliverable after confirming that it conforms to and performs according to its specifications without material deficiency. Xxxxx XXXX may, in its discretion, conditionally approve a deliverable that contains material deficiencies if Xxxxx XXXX elects to permit the Contractor to correct those deficiencies post-approval. The Contractor remains responsible for working diligently to correct within a reasonable time at the Contractor's expense, all deficiencies in the deliverable that remain outstanding at the time of Xxxxx XXXX approval. (d) If, after three opportunities the Contractor is unable to correct all deficiencies, Xxxxx XXXX may: (i) demand that the Contractor cure the failure and give the Contractor additional time to do so at the sole expense of the Contractor; (ii) keep the Contract in force and perform, either itself or through other parties, whatever the Contractor has failed to do, and recover the difference between the cost to cure the deficiency and the Contract price plus an additional amount equal to 10% of Xxxxx XXXX'x cost to cure the deficiency; or (iii) fully or partially terminate the Contract for default by giving notice to the Contractor. Notwithstanding the foregoing, Xxxxx XXXX cannot use, as a basis for exercising its termination rights under this Section, deficiencies discovered in a repeat Xxxxx XXXX Review Period that could reasonably have been discovered during a prior Xxxxx XXXX Review Period. (e) Xxxxx XXXX, at any time and in its reasonable discretion, may reject the deliverable without notation of all deficiencies if the acceptance process reveals deficiencies in a sufficient quantity or of a sufficient severity that renders continuing the process unproductive or unworkable.

Acceptance of Deliverables. (8.1 For Contracts that include the provision of Deliverables, You and We may specify in the Quotation that such Deliverable shall be subject to Acceptance as set out in this clause 8. 8.2 Acceptance of the Deliverable will be on the earlier of: a) Xxxxx XXXX'x obligation receipt by Us of Your written confirmation that the Deliverable has been Accepted; b) the expiry of a period of twenty (20) days (the ’Acceptance Period’) from the date on which We make the Deliverable available to comply You for testing, where We have not received any rejection notices in accordance with any Xxxxx XXXX Review Period is conditioned on clause 8.4. For the timely avoidance of doubt, this time period shall commence from each delivery of the deliverable(s)Deliverable, and shall recommence for a period of ten (10) days in the event of any re-delivery in accordance with clause 8.4; or c) the use by You of the Deliverable or any part of it for any purpose other than for the purpose of carrying out the Acceptance tests. 8.3 You are solely responsible for Acceptance testing the Deliverable to confirm its compliance with the Acceptance Criteria. Xxxxx XXXX Review Period We reserve the right to witness such Acceptance testing but shall not be obliged to do so. 8.4 Subject to clause 8.5, in the event that the Deliverable fails to meet the Acceptance Criteria, You shall serve a rejection notice on Us within the twenty (20)-day period of access given, specifying the grounds for such rejection. Following receipt of such rejection notice, We will begin rectify the relevant defects and re-deliver the Deliverable or part of the Deliverable for further Acceptance tests. 8.5 Failure of the Deliverable to meet the Acceptance Criteria due to problems with Your or other third party software, hardware or infrastructure shall not be deemed as a failure on the first business day following Xxxxx XXXX'x receipt part of the deliverable(s). (b) Xxxxx XXXX may inspect the deliverable to confirm that all components have been delivered without material deficiencies. If Xxxxx XXXX determines that the deliverable or one of its components has material deficiencies, Xxxxx XXXX may reject the deliverable without performing any further inspection or testing. (c) Xxxxx XXXX will only approve a deliverable after confirming that it conforms to and performs according to its specifications without material deficiency. Xxxxx XXXX may, in its discretion, conditionally approve a deliverable that contains material deficiencies if Xxxxx XXXX elects to permit the Contractor to correct those deficiencies post-approval. The Contractor remains responsible for working diligently to correct within a reasonable time at the Contractor's expense, all deficiencies in the deliverable that remain outstanding at the time of Xxxxx XXXX approval. (d) If, after three opportunities the Contractor is unable to correct all deficiencies, Xxxxx XXXX may: (i) demand that the Contractor cure the failure and give the Contractor additional time to do so at the sole expense of the Contractor; (ii) keep the Contract in force and perform, either itself or through other parties, whatever the Contractor has failed to do, and recover the difference between the cost to cure the deficiency and the Contract price plus an additional amount equal to 10% of Xxxxx XXXX'x cost to cure the deficiency; or (iii) fully or partially terminate the Contract for default by giving notice to the ContractorDeliverable. Notwithstanding the foregoing, Xxxxx XXXX cannot useWe shall use Our reasonable endeavours to work with You and any third party nominated by You to address such problems, as a basis for exercising its termination rights under this Sectionsubject to the availability of suitable resources and payment of the corresponding Service Fees by You, deficiencies discovered at Our then-current daily rates. 8.6 You acknowledge and agree that, in a repeat Xxxxx XXXX Review the absence of any notice of rejection from you or notice of acceptance, the expiry of the Acceptance Period that could reasonably have been discovered during a prior Xxxxx XXXX Review will signify your Acceptance and We may charge you in accordance with the Quotation or, if nothing is stated in the Quotation, after five (5) days from the expiry date of the Acceptance Period. (e) Xxxxx XXXX, at any 8.7 The process described in clauses 8.3 and 8.4 may be repeated until such time and in its reasonable discretion, may reject as the deliverable without notation of all deficiencies if Deliverable is Accepted or the acceptance process reveals deficiencies in a sufficient quantity or of a sufficient severity that renders continuing the process unproductive or unworkablerelevant Contract is terminated.

Acceptance of Deliverables. 9.1 Unless otherwise agreed to in a Statement of Work, the receiving party (athe "Receiving Party") Xxxxx XXXX'x obligation shall have thirty (30) calendar days from the actual delivery date of a deliverable, to comply examine and test each deliverable for errors (the "Acceptance Period"). Within such Acceptance Period, the Receiving Party will provide the delivering party (the "Delivering Party") with any Xxxxx XXXX Review Period is conditioned written 7 Lucent and Avaya Proprietary (Restricted) Solely for Persons Having a Need to Know Use Pursuant to Company Instructions 9 Development Project Agreement NJS & DJT acceptance of the deliverable or a notice of rejection and a statement of errors which provides the Delivering Party with detailed information about the error as reasonably determined by the Receiving Party. If the Receiving Party does not provide the Delivering Party with a notice of rejection within the Acceptance Period, the Deliverable shall be deemed to be accepted. In the event that the Receiving Party fails to include a statement of errors with the notice of rejection, or if the Delivering Party needs further detail on the timely delivery statement of errors, then the Delivering Party shall so notify the Receiving Party. Unless otherwise agreed to in a Statement of Work, the Delivering Party shall use commercially reasonable efforts to correct the errors set forth in the statement of errors and redeliver the deliverable to the Receiving Party within thirty (30) calendar days of the deliverable(s). Xxxxx XXXX Review Period will begin on the first business day following Xxxxx XXXX'x Delivering Party's receipt of the deliverable(scomplete statement of errors. In the case where the Delivering Party believes in good faith that the correction for a particular error cannot be completed within thirty (30) days from receipt of the statement of errors, the Delivering Party will provide the Receiving Party, within two (2) days from receipt of the statement of errors, with an interim plan which outlines the corrective steps to be taken by the Delivering Party, the schedule for such corrective steps, and the projected redelivery date based on such interim plan, for review and written acceptance by the Receiving Party. In the event that the parties cannot agree on an interim plan, then the matter will be escalated under the provisions set forth in Section 10.1 ("Dispute Resolution"). . The Receiving Party shall, within fifteen (b15) Xxxxx XXXX may inspect calendar days from receipt of the redelivered deliverable (or such other time period described in the Statement of Work, if any) (the "Second Acceptance Period"), provide the Delivering Party with written acceptance or another notice of rejection and statement of errors. If the Receiving Party does not provide the Delivering Party with a notice of rejection within the Second Acceptance Period, the deliverable to confirm that all components have been delivered without material deficienciesshall be deemed accepted. If Xxxxx XXXX determines that Should the redelivered deliverable still contain errors on the second delivery as described above or should the Delivering Party not redeliver the deliverable as set forth herein (or as otherwise agreed to between the parties), the Receiving Party shall elect one of its components has material deficiencies, Xxxxx XXXX may reject the deliverable without performing any further inspection or testing. following remedies within fifteen (c15) Xxxxx XXXX will only approve a deliverable calendar days after confirming that it conforms to and performs according to its specifications without material deficiency. Xxxxx XXXX may, in its discretion, conditionally approve a deliverable that contains material deficiencies if Xxxxx XXXX elects to permit receipt of the Contractor to correct those deficiencies post-approval. The Contractor remains responsible for working diligently to correct within a reasonable time at the Contractor's expense, all deficiencies in the deliverable that remain outstanding at the time of Xxxxx XXXX approval. (d) If, after three opportunities the Contractor is unable to correct all deficiencies, Xxxxx XXXX maysecond delivery: (i) demand that to extend the Contractor cure the failure and give the Contractor additional time to do so at the sole expense of the Contractor; correction period for a mutually agreeable time, (ii) keep to revise the Contract specifications and/or other acceptance criteria in force and performa mutually agreeable manner with respect to the particular errors, either itself or through other parties, whatever the Contractor has failed to do, and recover the difference between the cost to cure the deficiency and the Contract price plus an additional amount equal to 10% of Xxxxx XXXX'x cost to cure the deficiency; or (iii) fully or partially to terminate the Contract for default by giving notice development of the rejected Deliverable. In the case of termination of the development of a rejected Deliverable, the Receiving Party shall elect to either (a) retain the deliverable and any rights (including license and ownership rights) it would otherwise have to the Contractor. Notwithstanding Intellectual Property relating to such deliverable under Section 5 ("Intellectual Property Ownership"), or the foregoingapplicable Statement of Work, Xxxxx XXXX canand pay to the Delivering Party the fees specified therefore in the Statement of Work less a mutually agreed upon equitable amount of fees (agreement not useto be unreasonably witheld) commensurate with the nature and degree of the specific error complained of, as or (b) to return the deliverable and not retain any license rights to the rejected deliverable ; and in both cases of (a) and (b) above, to pay to the Delivering Party no less than fifty percent (50%) of the fees attributable to the work actually performed by the Delivering Party up to the date of termination of the rejected deliverable (calculated on a loaded salary cost basis for exercising its termination rights under this Sectionthe number of days actually worked on such deliverable). In the spirit of Section 7.2 and notwithstanding the foregoing sentence, deficiencies discovered the parties agree that there shall be no reduction in a repeat Xxxxx XXXX Review Period that could reasonably have been discovered during a prior Xxxxx XXXX Review Periodthe fees paid by one party to the other for work which is research in nature. (e) Xxxxx XXXX, at any time and in its reasonable discretion, may reject the deliverable without notation of all deficiencies if the acceptance process reveals deficiencies in a sufficient quantity or of a sufficient severity that renders continuing the process unproductive or unworkable.

Acceptance of Deliverables. (a) Xxxxx XXXX'x obligation to comply with any Xxxxx XXXX Review Period is conditioned on the timely delivery of the deliverable(s). Xxxxx XXXX Review Period will begin on the first business day following Xxxxx XXXX'x receipt of the deliverable(s). (b) Xxxxx XXXX may inspect the deliverable to confirm that all components have been delivered without material deficiencies. If Xxxxx XXXX determines that the deliverable or one of its components has material deficiencies, Xxxxx XXXX may reject the deliverable without performing any further inspection or testing. (c) Xxxxx XXXX will only approve a deliverable after confirming that it conforms to and performs according to its specifications without material deficiency. Xxxxx XXXX may, in its discretion, conditionally approve a deliverable that contains material deficiencies if Xxxxx XXXX elects to permit the Contractor to correct those deficiencies post-approval. The Contractor remains responsible for working diligently to correct within a reasonable time at the Contractor's expense, all deficiencies in the deliverable that remain outstanding at the time of Xxxxx XXXX approval. (d) If, after three opportunities the Contractor is unable to correct all deficiencies, Xxxxx XXXX may: (i) demand that the Contractor cure the failure and give the Contractor additional time to do so at the sole expense of the Contractor; (ii) keep the Contract in force and perform, either itself or through other parties, whatever the Contractor has failed to do, and recover the difference between the cost to cure the deficiency and the Contract price plus an additional amount equal to 10% of Xxxxx XXXX'x cost to cure the deficiency; or (iii) fully or partially terminate the Contract for default by giving notice to the Contractor. Notwithstanding the foregoing, Xxxxx XXXX cannot use, as a basis for exercising its termination rights under this Section, deficiencies discovered in a repeat Xxxxx XXXX Review Period that could reasonably have been discovered during a prior Xxxxx XXXX Review Period. (e) Xxxxx XXXX, at any time and in its reasonable discretion, may reject the deliverable without notation of all deficiencies if the acceptance process reveals deficiencies in a sufficient quantity or of a sufficient severity that renders continuing the process unproductive or unworkable.. DocuSign Envelope ID: FEA8B815-462E-4754-80C1-C99A6B04C0F3