Deliverables and Acceptance. If applicable, the Statement of Work will describe the Deliverables that Cognizant is obligated to furnish to Xxxxxxx thereunder and the acceptance criteria for each of the Deliverables (the "Acceptance Criteria"). Xxxxxxx shall review, evaluate and/or test, as the case may be, each of the Deliverables within ten (10) Business Days’, or the applicable time period set forth in the Statement of Work, (with respect to each Deliverable, the "Acceptance Period") to determine whether or not such Deliverable satisfies the applicable Acceptance Criteria in all material respects. If the Deliverable does not materially meet the Acceptance Criteria, Cognizant will have twenty (20) Business Days to fix the Deliverables to meet the Acceptance Criteria. If any Deliverable fails to satisfy its Acceptance Criteria in any material respect, then Xxxxxxx will notify Cognizant in writing specifying in reasonable detail the respects in which such Deliverable does not conform to the applicable Acceptance Criteria and what modifications are necessary to make it conform thereto. Thereafter, Cognizant shall modify such Deliverable to conform to the applicable Acceptance Criteria and resubmit the Deliverable for Xxxxxxx’x review in accordance with the above procedures. If Xxxxxxx does not furnish a written notice to Cognizant specifying that a Deliverable has failed to satisfy its Acceptance Criteria in all material respects prior to the end of the applicable Acceptance Period, then (a) Cognizant will give the applicable Xxxxxxx SOW manager written notice, by e-mail with a confirmation copy by overnight courier, of Xxxxxxx’x failure to provide notice of acceptance or non-acceptance, and (b) in the event that Cognizant has not received written notice of acceptance or non-acceptance of the applicable Deliverable within ten (10) Business Days after Xxxxxxx’x receipt of such notice, Xxxxxxx will be deemed to have accepted the applicable Deliverable. This provision shall not apply with respect to a Deliverable if the Services associated with the Deliverable are included in the calculation of a Service Level.
Deliverables and Acceptance. As part of the Professional Services, some SOWs may specify particular “Deliverables” which shall mean all documents, work product, and other materials, expressly identified as Deliverables in an SOW, that are prepared by or on behalf of Supplier specifically for Customer. Supplier hereby grants to Customer a nonexclusive, irrevocable, transferrable, sublicensable, perpetual license to use any such Deliverable to the extent necessary for Customer to make use of the Deliverable for its own internal business purposes. For the sake of clarity, the aforementioned license does not (A) apply to any custom programming services for new software development or software modifications, which, as stated in Section 3(b)(v) below, are Supplier Materials, or (B) permit the use of any underlying Supplier Materials contained in a given Deliverable independent of the Deliverable as a whole. If Customer reasonably believes that Supplier did not perform the Deliverables in material conformance with the SOW, Customer will notify Supplier, in writing, within ten (10) business days of delivery of the Deliverable (the “Acceptance Period”). Customer’s notice must specifically identify and explain each alleged non-conformance. For those Deliverables that do not conform to the SOW, Supplier will use commercially reasonable efforts to correct the non-conformity at no cost to Customer. If Supplier does not receive Customer’s acceptance or rejection within the Acceptance Period, the Deliverables will be deemed accepted by Customer.
Deliverables and Acceptance. Upon completion of the Professional Services, Customer shall have five (5) days to verify that the Professional Services and Deliverables provided substantially conform to the terms of the SOW. Customer must notify Innerspace of its non-acceptance within such five (5) day period. Any notification of non-acceptance will include a reasonably detailed description of the reasons for such non-acceptance. Innerspace shall have thirty (30) days from the date of such notification to rectify the problem, following which Customer shall have another five (5) day period to review the applicable Professional Services or Deliverables. In the event that Customer either (a) does not notify Innerspace of any non-acceptance during the relevant five (5) day period, or (b) confirms its acceptance of the applicable Professional Services or Deliverables, in writing within the relevant five (5) day period, the applicable Professional Services or Deliverables shall be deemed accepted. Notwithstanding the foregoing, the acceptance criteria or procedures for Deliverables set forth in any SOW will only apply to the Professional Services provided.
Deliverables and Acceptance. Nanopharm will deliver the results and re- ports ("Deliverables") as specified in the Ǫuotation or SOW. The Customer shall have ten (10) days from receipt of the Deliverables to notify Nanopharm of any deficiencies or non-conformities. If no notification is pro- vided within this period, the Deliverables will be deemed accepted. In case of defects, Nanopharm’s sole obligation will be to re- perform the affected Services or replace the affected Deliverables at no additional cost.
Deliverables and Acceptance. There are no formal deliverables or acceptance criteria. Work is deemed accepted as it is performed.
Deliverables and Acceptance. There are no formal deliverables or acceptance criteria. PSO Services are deemed accepted as performed.
Deliverables and Acceptance. Laurus Bio shall generate and deliver to Company such documentation, reports, records, product samples and final products as set forth in the Project Document.
Deliverables and Acceptance. Any non-service Deliverables shall be clearly stated and subject to the following acceptance protocols:
5.1. Acceptance shall apply only to deliverables listed above and shall not apply to the performance of Services;
Deliverables and Acceptance. 3.1 The Supplier will perform the Services and prepare and deliver to <client>the Deliverables:
3.1.1 in accordance with the Statement of Works;
3.1.2 with all reasonable skill and care and in a professional manner;
3.1.3 in accordance with any timetable set out in the applicable Statement of Works;
3.1.4 in full compliance with all applicable laws, regulations and codes of practice;
3.1.5 in full compliance with all policies and all reasonable requests and requirements of <client>from time to time; and
3.1.6 only by and through the personal attendance, work and attention of such person(s) engaged by and proposed for this purpose by the Supplier who has the skills, expertise, experience, ability and capacity to provide the Services and the Deliverables.
3.2 The Deliverables will be fit for the purpose for which they are intended and shall be accepted by <client>on the terms of the Statement of Work, and subject to them meeting the acceptance criteria as set out in the Statement of Works.
3.3 The Supplier shall provide the services using suitably qualified personnel of their own choosing, and the Supplier reserves the right to substitute any personnel, provided <client>is satisfied that such personnel, and any substitute, possess the necessary skills and qualifications for the performance of the Services and the delivery of the Deliverables. The Supplier will remain liable for the services completed by substitute personnel and will bear any costs.
3.4 Save as otherwise set out in this Agreement, <client>shall have no right to, nor shall seek to, exercise any direction, control, or supervision over the Supplier in the provision of the Services and the delivery of the Deliverables. The Supplier shall endeavour to co-operate with <client>’s reasonable requests within the scope of the services, however it is acknowledged that the Supplier shall have autonomy over its working methods.
Deliverables and Acceptance. 2.1 Where Digitalis is required by a Statement of Work to provide The Client with Deliverables or elements of Deliverables, it shall do so in accordance with any relevant specification and other requirement set out in the Statement of Work.
2.2 The Client shall have a maximum of twenty (20) Business Days following receipt of each Deliverable or as otherwise agreed in the relevant Statement of Work to confirm Acceptance of the Deliverable(s) or to notify Digitalis of any failure of the Deliverable(s) to achieve Acceptance (the "Time for Acceptance"). The Client's notice of any failure shall provide a description of the failure in a manner sufficient to allow Digitalis to identify it and shall designate the failure in The Client's reasonable opinion as either "minor" or "material". If The Client fails to so notify Digitalis within the Time for Acceptance, the Deliverable(s) will be deemed to have been accepted for the purposes of triggering any related payment obligations.
2.3 If a failure is designated "minor", then the Deliverable(s) will be deemed to be Accepted, but the failure must be rectified by Digitalis free of charge within ten (10) Business Days of written notice of such and to The Client's reasonable satisfaction or as otherwise agreed by the Parties.
2.4 If a failure is designated "material" or if the number of "minor" failures is such as to constitute a material issue (in The Client's reasonable opinion), then The Client shall have the option on written notice either to reject the Deliverable until the failure is rectified or to Accept the Deliverable in accordance with Clause 3.5. If The Client rejects the Deliverable, Digitalis will use its best endeavours to promptly correct any such failures properly specified in the rejection notice free of charge to The Client. When it believes that it has made the necessary corrections, Digitalis will redeliver the Deliverable to The Client and the provisions above shall be reapplied until the Deliverable is Accepted. If Digitalis fails to secure Acceptance within four (4) weeks of first submitting the Deliverables (or such other period as may be specified in the Statement of Work), The Client may terminate the relevant Statement of Work (by reason of Digitalis’ material breach) with immediate effect by notice to Digitalis at any time thereafter (provided that such entitlement shall cease if and when the Deliverable is Accepted).
2.5 If The Client elects to Accept any Deliverable notwithstanding that a "...
