Common use of Compliance Testing Clause in Contracts

Compliance Testing. 27.1 The Licensee acknowledges and agrees that licensing of the CAL 2 Standards Package is intended to create a community of users who are able to freely exchange CAL 2 Compliant Data and that restrictions on the exchange of non-compliant data are necessary to ensure that this intention is realised. 27.2 In furtherance of the objectives stated in clause 27.1, the Licensee acknowledges and agrees that: (a) LIXI may develop a testing protocol and testing regime ("CAL 2 Compliance Testing Regime") to verify whether a sample of the Licensee's CAL 2 Data would comply with the requirements stated in clause 25.1(c). (b) At LIXI's request, the Licensee must submit a reasonable set of test case data to LIXI's CAL 2 Compliance Testing Regime for verification. Such test case data may be examples of: CAL 2 Data that the Licensee transmits to or receives from Other CAL 2 Licensees; specifications for such data that the Licensee expects to transmit to or receive from Other CAL 2 Licensees; or CAL 2 Data generated from such specifications. (c) If LIXI issues a notice requesting the Licensee to submit to the CAL 2 Compliance Testing Regime, as contemplated by clause 27.2(b): (i) LIXI and the Licensee must consult as reasonably requested by LIXI to identify a reasonable set of test cases which can be used for such testing and a reasonable compliance testing schedule under which those test cases will be submitted to the CAL 2 Compliance Testing Regime; (ii) if LIXI and the Licensee are unable to agree on any matters referred to in clause 27.2(c)(i) within 60 days of LIXI's initial request for submission to the CAL 2 Compliance Testing Regime, LIXI may issue a notice to the Licensee stating reasonable requirements as to any of those matters which the parties were unable to agree and the Licensee must then comply with those requirements as notified by LIXI; (iii) subject to clause 27.2(c)(iv), LIXI and the Licensee will be responsible for their own costs in relation to complying with their obligations under this clause 27.2. (iv) LIXI may require the Licensee to pay a compliance testing fee which will not exceed 20% of the Licence Fee paid most recently by the Licensee in respect of the licence granted under this Attachment. LIXI may issue a Tax Invoice for such compliance testing fee at any time after LIXI gives notice to the Licensee that it is required to submit to the CAL 2 Compliance Testing Regime. (d) If the CAL 2 Compliance Testing Regime detects that the test case data does not comply with the requirements stated in clause 25.1(c), the Licensee must: (i) promptly cease transmitting to and receiving CAL 2 Data from Other CAL 2 Licensees; (ii) promptly take all steps necessary to ensure that the Licensee does comply with its obligations under clause 25.1(c); (iii) on completion of the remedial actions referred to under clause 27.2(d)(ii), promptly resubmit to the CAL 2 Compliance Testing Regime as and when reasonably requested by LIXI; (iv) reimburse LIXI for all costs reasonably incurred by LIXI in conducting the repeated CAL 2 Compliance Testing Regime, as contemplated by clause 27.2(d)(iii); and (v) not transmit CAL 2 Data to or receive CAL 2 Data from Other CAL 2 Licensees until the CAL 2 Compliance Testing Regime verifies that the test case data does comply with the Licensees obligations under clause 25.1(c). 27.3 LIXI may not give notice to the Licensee requiring the Licensee to submit to the CAL 2 Compliance Testing Regime, as contemplated by clause 27.2(c), more than once during any calendar year.

Compliance Testing. 27.1 The Licensee acknowledges and agrees that licensing of the CAL LIXI 2 Standards Package is intended to create a community of users who are able to freely exchange CAL LIXI 2 Compliant Data and that restrictions on the exchange of non-compliant data are necessary to ensure that this intention is realised. 27.2 In furtherance of the objectives stated in clause 27.1, the Licensee acknowledges and agrees that: (a) LIXI may develop a testing protocol and testing regime ("CAL LIXI 2 Compliance Testing Regime") to verify whether a sample of the Licensee's CAL LIXI 2 Data would comply with the requirements stated in clause 25.1(c). (b) At LIXI's request, the Licensee must submit a reasonable set of test case data to LIXI's CAL LIXI 2 Compliance Testing Regime for verification. Such test case data may be examples of: CAL LIXI 2 Data that the Licensee transmits to or receives from Other CAL LIXI 2 Licensees; specifications for such data that the Licensee expects to transmit to or receive from Other CAL LIXI 2 Licensees; or CAL LIXI 2 Data generated from such specifications. (c) If LIXI issues a notice requesting the Licensee to submit to the CAL LIXI 2 Compliance Testing Regime, as contemplated by clause 27.2(b): (i) LIXI and the Licensee must consult as reasonably requested by LIXI to identify a reasonable set of test cases which can be used for such testing and a reasonable compliance testing schedule under which those test cases will be submitted to the CAL LIXI 2 Compliance Testing Regime; (ii) if LIXI and the Licensee are unable to agree on any matters referred to in clause 27.2(c)(i) within 60 days of LIXI's initial request for submission to the CAL LIXI 2 Compliance Testing Regime, LIXI may issue a notice to the Licensee stating reasonable requirements as to any of those matters which the parties were unable to agree and the Licensee must then comply with those requirements as notified by LIXI; (iii) subject to clause 27.2(c)(iv), LIXI and the Licensee will be responsible for their own costs in relation to complying with their obligations under this clause 27.2. (iv) LIXI may require the Licensee to pay a compliance testing fee which will not exceed 20% of the Licence Fee paid most recently by the Licensee in respect of the licence granted under this Attachment. LIXI may issue a Tax Invoice for such compliance testing fee at any time after LIXI gives notice to the Licensee that it is required to submit to the CAL LIXI 2 Compliance Testing Regime. (d) If the CAL LIXI 2 Compliance Testing Regime detects that the test case data does not comply with the requirements stated in clause 25.1(c), the Licensee must: (i) promptly cease transmitting to and receiving CAL LIXI 2 Data from Other CAL LIXI 2 Licensees; (ii) promptly take all steps necessary to ensure that the Licensee does comply with its obligations under clause 25.1(c); (iii) on completion of the remedial actions referred to under clause 27.2(d)(ii), promptly resubmit to the CAL LIXI 2 Compliance Testing Regime as and when reasonably requested by LIXI; (iv) reimburse LIXI for all costs reasonably incurred by LIXI in conducting the repeated CAL LIXI 2 Compliance Testing Regime, as contemplated by clause 27.2(d)(iii); and (v) not transmit CAL LIXI 2 Data to or receive CAL LIXI 2 Data from Other CAL LIXI 2 Licensees until the CAL LIXI 2 Compliance Testing Regime verifies that the test case data does comply with the Licensees obligations under clause 25.1(c). 27.3 LIXI may not give notice to the Licensee requiring the Licensee to submit to the CAL LIXI 2 Compliance Testing Regime, as contemplated by clause 27.2(c), more than once during any calendar year.

Compliance Testing. 27.1 The Licensee acknowledges and agrees that licensing of the CAL LIXI 2 Standards Package is intended to create a community of users who are able to freely exchange CAL LIXI 2 Compliant Data and that restrictions on the exchange of non-compliant data are necessary to ensure that this intention is realised. 27.2 In furtherance of the objectives stated in clause 27.1, the Licensee acknowledges and agrees that: (a) LIXI may develop a testing protocol and testing regime ("CAL LIXI 2 Compliance Testing Regime") to verify whether a sample of the Licensee's CAL LIXI 2 Data would comply with the requirements stated in clause 25.1(c). (b) At LIXI's request, the Licensee must submit a reasonable set of test case data to LIXI's CAL LIXI 2 Compliance Testing Regime for verification. Such test case data may be examples of: CAL LIXI 2 Data that the Licensee transmits to or receives from Other CAL LIXI 2 Licensees; specifications for such data that the Licensee expects to transmit to or receive from Other CAL LIXI 2 Licensees; or CAL LIXI 2 Data generated from such specifications. (c) If LIXI issues a notice requesting the Licensee to submit to the CAL LIXI 2 Compliance Testing Regime, as contemplated by clause 27.2(b): (i) LIXI and the Licensee must consult as reasonably requested by LIXI to identify a reasonable set of test cases which can be used for such testing and a reasonable compliance testing schedule under which those test cases will be submitted to the CAL LIXI 2 Compliance Testing Regime; (ii) if LIXI and the Licensee are unable to agree on any matters referred to in clause 27.2(c)(i) within 60 days of LIXI's initial request for submission to the CAL LIXI 2 Compliance Testing Regime, LIXI may issue a notice to the Licensee stating reasonable requirements as to any of those matters which the parties were unable to agree and the Licensee must then comply with those requirements as notified by LIXI; (iii) subject to clause 27.2(c)(iv), LIXI and the Licensee will be responsible for their own costs in relation to complying with their obligations under this clause 27.2. (iv) LIXI may require the Licensee to pay a compliance testing fee which will not exceed 20% of the Licence Fee paid most recently by the Licensee in respect of the licence granted under this Attachment. LIXI may issue a Tax Invoice for such compliance testing fee at any time after LIXI gives notice to the Licensee that it is required to submit to the CAL LIXI 2 Compliance Testing Regime. (v) Where LIXI requires the Licensee to pay a compliance testing fee, upon successful completion of the LIXI 2 Compliance Testing Regime by the test case data submitted by the Licensee, LIXI shall provide a certificate stating that the test case data submitted by the Licensee has passed the LIXI 2 Compliance Testing Regime. (vi) LIXI may only issue a notice as contemplated by clause 27.2(b) once every three years unless it has reasonable grounds for believing the Licensee’s LIXI 2 Data may no longer successfully complete the LIXI 2 Compliance Testing Regime, including due to past failures to comply with the regime or arising from reports it receives (whether anonymously or otherwise). (d) If the CAL LIXI 2 Compliance Testing Regime detects that the test case data does not comply with the requirements stated in clause 25.1(c), the Licensee must: (i) promptly cease transmitting to and receiving CAL LIXI 2 Data from Other CAL LIXI 2 Licensees; (ii) promptly take all steps necessary to ensure that the Licensee does comply with its obligations under clause 25.1(c); (iii) on completion of the remedial actions referred to under clause 27.2(d)(ii), promptly resubmit to the CAL LIXI 2 Compliance Testing Regime as and when reasonably requested by LIXI; (iv) reimburse LIXI for all costs reasonably incurred by LIXI in conducting the repeated CAL LIXI 2 Compliance Testing Regime, as contemplated by clause 27.2(d)(iii); and (v) not transmit CAL LIXI 2 Data to or receive CAL LIXI 2 Data from Other CAL LIXI 2 Licensees until the CAL LIXI 2 Compliance Testing Regime verifies that the test case data does comply with the Licensees obligations under clause 25.1(c). 27.3 LIXI may not give notice to the Licensee requiring the Licensee to submit to the CAL LIXI 2 Compliance Testing Regime, as contemplated by clause 27.2(c), more than once during any calendar year.