Common use of Beta Testing Clause in Contracts

Beta Testing. 7.1 Upon successful completion of Alpha Testing, HR shall use the Custom Software on its own or in the Service Bureau(x) environment (as the case may be) for an initial thirty (30) day period or as otherwise agreed in writing, as set forth in the relevant Implementation Schedule, for the processing of HR’s data in a production-like environment (the “Beta Test”). The Beta Test shall be successfully completed upon notice from HR to ETRX that HR is satisfied, in its reasonable good faith discretion, that for a mutually agreed-upon period, (i) all of the functions of the Custom Software have been provided and perform in accordance with this Agreement and the Design Specifications, and (ii) all reliability and performance standards have been met or exceeded (the “Final Custom Software Acceptance”). 7.2 If the Custom Software fails to pass the Beta Test, HR shall so notify ETRX in writing specifying the nature of such failure(s) in reasonable detail and ETRX shall use all reasonable efforts to correct the specified failure(s) after which HR shall commence a second Beta Test. 7.3 If HR reasonably and in good faith determines that the Custom Software fails to pass this second Beta Test, HR shall have, upon written notice to ETRX, the option to terminate, in whole or in part, the applicable Delivery Order. In the event of such termination, unless otherwise agreed in writing, HR shall have the option either to: 7.3.1 pay nothing further to ETRX, in which case, HR’s obligations under Clause 12 of the Service Bureau Agreement (if and to the extent that they do apply) shall cease to apply with immediate effect only: (1) in respect of the Service Bureau Software to which the required Custom Software related if the Custom Software in question was to be of generic (as opposed to Customer-specific) application; or (2) in respect of the Customer(s) for whom the Customer-specific Custom Software was required; or 7.3.2 pay to ETRX the full amount due to ETRX, up to and including the last achieved Milestone, (including any percentage of the Milestone payment currently withheld by HR under the agreed payment structure) in which case: (a) if the parties had agreed that HR was to own such Custom Software, then, unless otherwise agreed, ETRX shall assign to HR all the Intellectual Property Rights in and, unless agreed otherwise, the corresponding source code for, such partially completed Custom Software; or (b) if the parties had agreed that HR was not going to own such Custom Software, then, unless otherwise agreed, ETRX shall grant to HR a non- exclusive license to such Custom Software (regardless of whether such Custom Software is HR or HR Customer specific, generic or non-HR or HR Customer specific), and access to ETRX’s source code for purposes of completion of the Custom Software using HR’s own resources or those of a third party contractor; or (c) if the parties have agreed other ownership/usage rights in respect of such Custom Software than is provided for in (i) and (ii) above (e.g. joint ownership), then ETRX and HR will do all things reasonably necessary to give effect to the agreed so far as is reasonably possible.

Beta Testing. 7.1 Upon successful completion of Alpha Testing, HR Client shall use the Custom Software on its own or in the Service Bureau(x) environment (as the case may be) for an initial thirty (30) day period or as otherwise agreed in writing, as set forth in the relevant Implementation Schedule, for the processing of HR’s Client's data in a production-like environment (the “Beta Test”"BETA TEST"). The Beta Test shall be successfully completed upon notice from HR Client to ETRX Developer that HR Client is satisfied, in its reasonable good faith discretion, that for a mutually agreed-upon period, (i) all of the functions of the Custom Software have been provided and perform in accordance with this Agreement and the Design Specifications, and (ii) all reliability and performance standards have been met or exceeded (the “Final Custom Software Acceptance”"FINAL CUSTOM SOFTWARE ACCEPTANCE"). 7.2 If the Custom Software fails to pass the Beta Test, HR Client shall so notify ETRX Developer in writing specifying the nature of such failure(s) in reasonable detail and ETRX Developer shall use all reasonable efforts to correct the specified failure(s) after which HR Client shall commence a second Beta Test. 7.3 If HR reasonably and in good faith determines that the Custom Software fails to pass this second Beta Test, HR Developer acknowledges that Client shall have, upon written notice to ETRXDeveloper, the option to terminate, in whole or in part, the applicable Delivery Order. In the event of such termination, unless otherwise agreed in writing, HR Client shall have the option either tooption: 7.3.1 to pay nothing further to ETRX, in which case, HR’s obligations under Clause 12 of the Service Bureau Agreement (if and to the extent that they do apply) shall cease to apply with immediate effect only: (1) in respect of the Service Bureau Software to which the required Custom Software related if the Custom Software in question was to be of generic (as opposed to Customer-specific) application; or (2) in respect of the Customer(s) for whom the Customer-specific Custom Software was required; or 7.3.2 pay to ETRX Developer the full amount due to ETRXthe Developer, up to and including the last achieved Milestonemilestone, (including any percentage of the Milestone payment Payment currently withheld by HR the Client under the agreed payment structure) in which case: (a) if case the parties had agreed that HR was to own such Custom Software, then, unless otherwise agreed, ETRX Developer shall assign to HR the Client all the Intellectual Property Rights in and, unless agreed otherwise, the corresponding source code for, such partially completed Custom Software; or (b) if the parties had agreed that HR was not going to own such Custom Software, thenunless such Software is generic and non-Client specific in which case, unless otherwise agreed, ETRX the Developer shall grant to HR the Client a non- non-exclusive license licence to such Custom Software (regardless of whether such Custom Software is HR or HR Customer specific, generic or non-HR or HR Customer specific), software and access to ETRX’s its source code for purposes of completion of the Custom Software Software, using HR’s its own resources or those of a third party contractor; or; (c) if 7.3.2 in the parties have agreed other ownership/usage rights in respect case where a percentage which is less than the full payment amount associated with the completion of such Custom Software than is provided for in (i) and (ii) above (e.g. joint ownership)each achieved Milestone has been made by the Client, then ETRX and HR will do all things reasonably necessary the Client has the option to give effect pay no further amounts to the agreed so far as is reasonably possibleDeveloper, in which case, the Client shall have no title, to interest in or right to use the Software.

Beta Testing. 7.1 Upon successful completion of ABWN Alpha Testing, HR ABWN shall use the Custom Software on its own or in the Service Bureau(x) environment (as the case may be) for an initial thirty (30) day period or as otherwise agreed in writing, as set forth in the relevant Implementation Schedule, for the processing of HRABWN’s data in a production-like an operational environment (the “Beta Test”). The Beta Test shall be successfully completed upon notice from HR ABWN to ETRX TDT that HR ABWN is satisfied, in its reasonable good faith discretion, that for a mutually agreed-upon period, (i) all of the functions of the Custom Software have been provided and perform in accordance with this Agreement and the Design Specifications, and (ii) all reliability and performance standards have been met or exceeded (the “Final Custom Software Acceptance”). 7.2 If the Custom Software fails to pass the Beta Test, HR ABWN shall so notify ETRX TDT in writing specifying the nature of such failure(s) in reasonable detail and ETRX TDT shall use all reasonable efforts to correct the specified failure(s) after which HR ABWN shall commence a second Beta Test. 7.3 If HR ABWN reasonably and in good faith determines that the Custom Software fails to pass this second Beta Test, HR ABWN shall have, upon written notice to ETRXTDT, the option to terminate, in whole or in part, the applicable Delivery Order. In the event of such termination, unless otherwise agreed in writing, HR ABWN shall have the option either to: 7.3.1 pay nothing further to ETRX, in which case, HR’s obligations under Clause 12 of the Service Bureau Agreement (if and to the extent that they do apply) shall cease to apply with immediate effect only: (1) in respect of the Service Bureau Software to which the required Custom Software related if the Custom Software in question was to be of generic (as opposed to Customer-specific) application; or (2) in respect of the Customer(s) for whom the Customer-specific Custom Software was required; or 7.3.2 pay to ETRX TDT the full amount due to ETRXTDT, up to and including the last achieved Milestone, (including any percentage of the Milestone payment currently withheld by HR under the agreed payment structure) in which case: (a) if the parties had agreed that HR was to own such Custom Software, then, unless otherwise agreed, ETRX event TDT shall assign to HR ABWN all the Intellectual Property Rights in and, unless agreed otherwise, the corresponding source code for, such partially completed Custom Software; or (b) if the parties had agreed that HR was not going to own such Custom Software, then, unless otherwise agreed, ETRX shall grant to HR a non- exclusive license to such Custom Software (regardless of whether such Custom Software is HR or HR Customer specific, generic or non-HR or HR Customer specific), and access to ETRX’s source code for purposes of completion of the Custom Software using HR’s own resources or those of a third party contractor; or (c) if the parties have agreed other ownership/usage rights in respect of such Custom Software than is provided for in (i) and (ii) above (e.g. joint ownership), then ETRX and HR will do all things reasonably necessary to give effect to the agreed so far as is reasonably possible.