Common use of Acceptance Process for Deliverables Clause in Contracts

Acceptance Process for Deliverables. 7.3.1 The Deliverables are described in APPENDIX A and shall include, without limitation, plans, designs, other non-Software Deliverables, Functions or other combinations of Software, and the System. Contractor must give Confirmation for each Deliverable. Upon delivery of a Deliverable and receipt of Confirmation from Contractor that the Deliverable meets its Specifications, AOC will, with Contractor’s assistance and in accordance with the Work Plan, promptly review or perform Acceptance Tests on the Deliverable, as applicable, to determine whether the Deliverable conforms to its Acceptance Criteria. 7.3.2 AOC will provide Acceptance for a Deliverable if it has no Deficiencies (except for Cosmetic Deficiencies). However, if a Deficiency (other than a Cosmetic Deficiency) is found, AOC will notify Contractor in an email to the Contractor Project Manager or other document of Deficiencies used as the grounds for AOC’s decision not to give Acceptance. Contractor shall correct Deficiencies and resubmit a corrected Deliverable to AOC which will review or perform Acceptance Tests on the Deliverable to verify whether the Deliverable lacks Deficiencies (except for Cosmetic Deficiencies) and in writing shall either give its Acceptance or reject it following such review or Acceptance Tests. Contractor’s times for correcting Deficiencies and AOC’s review of Deliverables shall be in accordance with the timeframes therefor set in the Work Plan. If time periods for correcting Deficiencies by Contractor and reviewing and retesting corrected Deliverables are not in the Work Plan, each such time period shall be ten business days. 7.3.3 If Contractor is unable to correct all Deficiencies (except for Cosmetic Deficiencies) within the number of days indicated in the Work Plan following the Deliverable’s scheduled Acceptance date, or if no such date is in the Work Plan, within 60 days from such scheduled Acceptance date, AOC may, at its option: (a) continue reviewing or performing Acceptance Tests on the Deliverable and require Contractor to continue until Deficiencies (except for Cosmetic Deficiencies) are corrected or eliminated; (b) request Contractor to provide, at its expense, a replacement Deliverable for further review or Acceptance Tests; (b) request Contractor to provide, at its expense, a replacement Deliverable for further review or Acceptance Tests; (c) set-off from the Charges to the extent AOC determines the Deficiencies for the Deliverable have not been corrected and provide Acceptance for the Deliverable; or (d) after completion of the process set forth in this Section 7.3 and providing Notice of default to Contractor, terminate this Contract in whole or in part as described in Section 22.2.

Acceptance Process for Deliverables. 7.3.1 The Deliverables are described in APPENDIX Appendix A and shall include, without limitation, plans, designs, other non-Software Deliverables, Functions or other combinations of Software, and the System. Contractor must give Confirmation for each Deliverable. Upon delivery of a Deliverable and receipt of Confirmation from Contractor that the Deliverable meets its Specifications, AOC will, with Contractor’s assistance and in accordance with the Work Plan, promptly review or perform Acceptance Tests on the Deliverable, as applicable, to determine whether the Deliverable conforms to its Acceptance Criteria. 7.3.2 AOC will provide Acceptance for a Deliverable if it has no Deficiencies (except for Cosmetic Deficiencies)as explained in the Statement of Work, Exhibit L of the RFP . However, if a Deficiency (other than a Cosmetic Deficiency) is found, AOC will notify Contractor in an email to the Contractor Project Manager or other document of Deficiencies used as the grounds for AOC’s decision not to give Acceptance. Contractor shall correct Deficiencies and resubmit a corrected Deliverable to AOC which will review or perform Acceptance Tests on the Deliverable to verify whether the Deliverable lacks Deficiencies (except for Cosmetic Deficiencies) and in writing shall either give its Acceptance or reject it following such review or Acceptance Tests. Contractor’s times for correcting Deficiencies and AOC’s review of Deliverables shall be in accordance with the timeframes therefor set in the Work Plan. If time periods for correcting Deficiencies by Contractor and reviewing and retesting corrected Deliverables are not in the Work Plan, each such time period shall be ten business days. 7.3.3 If Contractor is unable to correct all Deficiencies (except for Cosmetic Deficiencies) within the number of days indicated in the Work Plan following the Deliverable’s scheduled Acceptance date, or if no such date is in the Work Plan, within 60 days from such scheduled Acceptance date, AOC may, at its option: : (a) continue reviewing or performing Acceptance Tests on the Deliverable and require Contractor to continue until Deficiencies (except for Cosmetic Deficiencies) are corrected or eliminated; (b) request Contractor to provide, at its expense, a replacement Deliverable for further review or Acceptance Tests; (b) request Contractor to provide, at its expense, a replacement Deliverable for further review or Acceptance Tests; (c) set-off from the Charges to the extent AOC determines the Deficiencies for the Deliverable have not been corrected and provide Acceptance for the Deliverable; or (d) after completion of the process set forth in this Section 7.3 and providing Notice of default to Contractor, terminate this Contract in whole or in part as described in Section 22.2.

Acceptance Process for Deliverables. 7.3.1 The Deliverables are described in APPENDIX A Appendix E and shall include, without limitation, plans, designs, other non-Software Deliverables, Functions Functions, Releases, or other combinations of Software, and the System. Contractor must give Confirmation for each Deliverable. Upon delivery of a Deliverable and receipt of Confirmation from Contractor that the Deliverable meets its Specifications, AOC State will, with Contractor’s assistance and in accordance with the Work PlanSchedule, promptly review or perform Acceptance Tests on the Deliverable, as applicable, to determine whether the Deliverable conforms to its Acceptance Criteria. 7.3.2 AOC State will provide Acceptance for a Deliverable if it has no Deficiencies (except for Cosmetic Deficiencies). However, if a Deficiency (other than a Cosmetic Deficiency) is found, AOC State will notify Contractor in an email to the Contractor Project Manager or other document of Deficiencies used as the grounds for AOCState’s decision not to give Acceptance. Contractor shall correct Deficiencies and resubmit a corrected Deliverable to AOC State which will review or perform Acceptance Tests on the Deliverable to verify whether the Deliverable lacks Deficiencies (except for Cosmetic Deficiencies) and in writing shall either give its Acceptance or reject it following such review or Acceptance Tests. Contractor’s times for correcting Deficiencies and AOCState’s review of Deliverables shall be in accordance with the timeframes therefor set in the Work PlanSchedule. If time periods for correcting Deficiencies by Contractor and reviewing and retesting corrected Deliverables are not in the Work PlanSchedule, each such time period shall be ten business days. 7.3.3 If Contractor is unable to correct all Deficiencies (except for Cosmetic Deficiencies) within the number of days indicated in the Work Plan Schedule following the Deliverable’s scheduled Acceptance date, or if no such date is in the Work PlanSchedule, within 60 days Days from such scheduled Acceptance date, AOC State may, at its option: (a) continue reviewing or performing Acceptance Tests on the Deliverable and require Contractor to continue until Deficiencies (except for Cosmetic Deficiencies) are corrected or eliminated; (b) request that Contractor to provide, at its expense, a replacement Deliverable for further review or Acceptance Tests; (b) request Contractor to provide, at its expense, a replacement Deliverable for further review or Acceptance Tests; (c) set-set- off from the Charges to the extent AOC State determines the Deficiencies for the Deliverable have not been corrected and provide Acceptance for the Deliverable; or (d) after completion of the process set forth in this Section 7.3 and providing Notice of default to Contractor, terminate this Contract in whole or in part as described in Section 22.2.

Acceptance Process for Deliverables. 7.3.1 The Deliverables are described 7.4.1 Sprint may review any Deliverable that Supplier provides under this Agreement and may accept or reject each Deliverable according to the process identified in APPENDIX A and shall includethis Section 7.4. In those cases where Sprint elects to conduct acceptance testing, without limitationSprint will, plans, designs, other non-Software Deliverables, Functions within a reasonable time after Supplier’s delivery or other combinations making available of Software, and the System. Contractor must give Confirmation for each Deliverable. Upon delivery of a Deliverable and receipt of Confirmation from Contractor that the Deliverable meets its Specifications(or [*****] Confidential — Subject to Nondisclosure Obligations SPRINT AND SUPPLIER CONFIDENTIAL such other time as agreed by the Parties in writing), AOC will, with Contractor’s assistance test the Deliverable using the test procedures and standards set forth in accordance with the Work Plan, promptly review this Agreement or perform Acceptance Tests on the Deliverable, such other standards as applicableare mutually agreed upon in writing, to determine whether the Deliverable conforms (i) meets the specifications or acceptance criteria set forth in or pursuant to its this Agreement, and (ii) meets such other criteria as are mutually agreed upon in writing (the criteria described in the foregoing clauses (i) and (ii) collectively, the “Acceptance Criteria”). 7.4.2 In the case of Deliverables that are documents and for which Sprint elects to conduct acceptance testing, Supplier will provide draft materials and solicit input from Sprint sufficiently in advance of the date on which that documentary Deliverable is due. No later than each deadline, Supplier will submit a proposed final copy of each such Deliverable to Sprint in suitable electronic and paper format. 7.4.3 After Sprint has completed the testing described in this Section, Sprint will promptly notify Supplier in writing that: (i) the Deliverable meets the Acceptance Criteria and acceptance of the Deliverable has occurred (“Acceptance”); or (ii) the Acceptance Criteria have not been met. Sprint may also promptly notify Supplier in writing that Sprint elects not to subject the Deliverable to acceptance testing. If Sprint decides not to test and notifies Supplier in writing, then Supplier will be deemed to have achieved the Acceptance Criteria. If (a) Sprint decides to test, (b) the Parties have not otherwise agreed to testing and Acceptance deadlines in a project plan or similar document, and (c) Sprint has not notified Supplier in writing of Sprint’s Acceptance or rejection of the Deliverable within 10 Business Days after the completion of testing, then Supplier will give Sprint notice of Sprint’s failure to accept or reject the Deliverable. If Sprint does not respond within 30 days after receiving Supplier’s notice, then Supplier will be deemed to have achieved the Acceptance Criteria. 7.3.2 AOC will provide Acceptance for 7.4.4 If Sprint determines that a Deliverable if it has no Deficiencies does not conform to the applicable Acceptance Criteria, Sprint will promptly notify Supplier in writing, including with the notice an exception report describing the alleged nonconformity (except for Cosmetic Deficienciesthe “Exception Report”). HoweverSupplier will promptly investigate the alleged nonconformity and will correct any nonconformity within 15 Business Days (or as otherwise mutually agreed) of receipt of the Exception Report. Within a reasonable time after Supplier’s notice to Sprint that Supplier has cured such nonconformity, if a Deficiency (other than a Cosmetic Deficiency) is found, AOC will notify Contractor in an email to the Contractor Project Manager or other document of Deficiencies used as the grounds for AOC’s decision but not to give Acceptance. Contractor shall correct Deficiencies and resubmit a corrected exceed 30 days (or as otherwise mutually agreed), Sprint will re-test the defective component or Deliverable to AOC which will review or perform Acceptance Tests on the Deliverable to verify whether the Deliverable lacks Deficiencies (except for Cosmetic Deficiencies) and as provided in writing shall either give its Acceptance or reject it following such review or Acceptance Tests. Contractor’s times for correcting Deficiencies and AOC’s review of Deliverables shall be in accordance with the timeframes therefor set in the Work Plan. If time periods for correcting Deficiencies by Contractor and reviewing and retesting corrected Deliverables are not in the Work Plan, each such time period shall be ten business daysthis Section. 7.3.3 If Contractor 7.4.5 To the extent that any Deliverable is unable subject to correct all Deficiencies (except for Cosmetic Deficiencies) within testing as provided in this Section, but specific Acceptance Criteria are omitted from or not [*****] Confidential — Subject to Nondisclosure Obligations SPRINT AND SUPPLIER CONFIDENTIAL developed pursuant to this Agreement, the number of days indicated in Acceptance Criteria will be that the Work Plan following the Deliverable’s scheduled Acceptance date, or if no such date is in the Work Plan, within 60 days from such scheduled Acceptance date, AOC may, at its option: tested items meet (a) continue reviewing the requirements of this Agreement including applicable Specifications, or performing Acceptance Tests on the Deliverable and require Contractor to continue until Deficiencies (except for Cosmetic Deficiencies) are corrected or eliminated; (b) request Contractor to provideeither (x) International Telecommunication Union standards, at its expense, a replacement Deliverable for further review or Acceptance Tests; (b) request Contractor to provide, at its expense, a replacement Deliverable for further review or Acceptance Tests; (c) set-off from the Charges to the extent AOC determines the Deficiencies for the Deliverable have not been corrected and provide Acceptance for the Deliverable; or (dy) after completion if none are applicable, the reasonable satisfaction of the process set forth in this Section 7.3 and providing Notice of default to Contractor, terminate this Contract in whole or in part as described in Section 22.2Sprint.

Acceptance Process for Deliverables. 7.3.1 The Deliverables are described in APPENDIX Appendix A and shall include, without limitation, plans, designs, other non-Software Deliverables, Functions or other combinations of Software, Releases, Phases, and the System. Contractor must give Confirmation for each DeliverableDeliverable before AOC shall begin performing Acceptance Tests. Upon delivery of After the Installation Date for a Deliverable and receipt of Confirmation from Contractor that the Deliverable meets its Specifications, AOC will, with Contractor’s assistance and in accordance with the Work Plan, promptly review or perform Acceptance Tests on the Deliverable, as applicable, to determine whether the Deliverable conforms to its Acceptance Criteria. 7.3.2 . AOC will provide Acceptance for a Deliverable if it has no Deficiencies (except for Cosmetic Deficiencies). However, if a Deficiency (other than a Cosmetic Deficiency) is found, AOC will notify Contractor in an email to the Contractor Project Manager or other document of Deficiencies used as the grounds for AOC’s decision not to give Acceptance. Contractor shall correct Deficiencies and resubmit a corrected Deliverable to AOC which will review or perform Acceptance Tests on the Deliverable to verify whether the Deliverable lacks Deficiencies (except for Cosmetic Deficiencies) and in writing shall either give its Acceptance or reject it following such review or Acceptance Tests. Contractor’s times for correcting Deficiencies and AOC’s review and testing of Deliverables shall be in accordance with the timeframes therefor set in the Work Plan. If time periods for correcting each task to correct Deficiencies by Contractor and reviewing for each review of and retesting corrected Deliverables by AOC are not in the Work Plan, each such time period shall be ten business days. 7.3.3 . If Contractor is unable to correct all Deficiencies (except for Cosmetic Deficiencies) within the number of days indicated in the Work Plan following the Deliverable’s scheduled Acceptance date, or if no such date is in the Work Plan, within 60 days from such Deliverable’s scheduled Acceptance date, AOC may, at its option: : (a) continue reviewing or performing Acceptance Tests on the Deliverable and require Contractor to continue until Deficiencies (except for Cosmetic Deficiencies) are corrected or eliminated; (b) request Contractor to provide, at its expense, a replacement Deliverable for further review or Acceptance Tests; (b) request Contractor to provide, at its expense, a replacement Deliverable for further review or Acceptance Tests; (c) set-set- off from the Charges to the extent AOC determines the Deficiencies for the Deliverable have not been corrected and provide Acceptance for the Deliverable; or (d) after completion of the process set forth in this Section 7.3 and providing Notice of default to Contractor, terminate this Contract in whole or in part as described in Section 22.2.

Acceptance Process for Deliverables. 7.3.1 The Deliverables are described in APPENDIX A and shall include, without limitation, plans, designs, other non-Software Deliverables, Functions or other combinations of Software, and the System. Contractor must give Confirmation for each Deliverable. a. Upon delivery receipt of a Deliverable and receipt of Confirmation from Contractor that the Deliverable meets its SpecificationsDeliverable, AOC DSHS will, with Contractor’s assistance and within the period as specified in accordance with the Work PlanContract Change Order or work plan applicable to such Deliverable, promptly review or perform Acceptance Tests testing on the Deliverable, as applicable, to determine whether the Deliverable conforms to its Acceptance Criteria. 7.3.2 AOC standards. DSHS will provide Acceptance for a Deliverable if it has no Deficiencies (except for Cosmetic Deficiencies)Defects. However, if If a Deficiency (other than a Cosmetic Deficiency) Defect is found, AOC however, DSHS will notify Contractor in an email to the Contractor Project Manager or other document with a consolidated list of Deficiencies the Defects used as the grounds for AOC’s DSHS’ decision not to give Acceptance. Contractor shall correct Deficiencies Defects and resubmit a corrected Deliverable to AOC which DSHS and DSHS will review or perform Acceptance Tests on the Deliverable to verify whether the Defects have been corrected and that the Deliverable lacks Deficiencies (except for Cosmetic Deficiencies) and in writing Defects. DSHS shall either give its Acceptance or reject it the Deliverable in writing, following such review or Acceptance Tests. Contractor’s times for correcting Deficiencies and AOC’s review of Deliverables shall be in accordance with the timeframes therefor set in the Work Plan. If time periods for correcting Deficiencies by Contractor and reviewing and retesting corrected Deliverables are not in the Work Plan, each such time period shall be ten business days. 7.3.3 b. If Contractor is unable to correct all Deficiencies (except for Cosmetic Deficiencies) Defects within the number of days indicated in the Work Plan following the Deliverable’s scheduled Acceptance dateapplicable time period, or if no such date is in the Work Plan, within 60 days from such scheduled Acceptance date, AOC DSHS may, at its option: (a1) continue Continue reviewing or performing Acceptance Tests on the Deliverable and require Contractor to continue until Deficiencies (except for Cosmetic Deficiencies) such Defects are corrected or eliminated; (b) request Contractor to provide, at its expense, a replacement Deliverable for further review or Acceptance Tests; (b2) request Accept a non-conforming Deliverable at a reduced price that reasonably reflects the value of the non-conforming Deliverable; (3) Request Contractor to provide, at its expense, a replacement Deliverable for further review or Acceptance Tests; or (c4) set-off from the Charges to the extent AOC determines the Deficiencies for the Deliverable have not been corrected and provide Acceptance for the Deliverable; or (d) after After completion of the process set forth in this Section 7.3 11 and providing Notice of default to Contractor, terminate this Contract in whole or in part as described in Section 22.238. c. If DSHS does not notify Contractor by the expiration of the DSHS review period as described above in Section 11.a, Contractor will provide written notice thereof to the DSHS Contract Manager, and if, within ten (10) Business Days thereafter, the DSHS Contract Manager has not provided Contractor a written notice on whether the Deliverable has been accepted or rejected per Section 11.a, the Deliverable shall be deemed Accepted by DSHS.