Common use of Delivery and Acceptance of Deliverables Clause in Contracts

Delivery and Acceptance of Deliverables. 9.1 GDA shall deliver various Deliverables at the times and in the manner specified in the Milestone and Payment Schedule. 9.2 If GDA fails to make timely delivery of any Deliverable as specified in the Milestone and Payment Schedule, Nexar may give GDA notice of the failure. After such notice, GDA shall have thirty (30) days to make the specified delivery. Failure to submit the Deliverables within such period shall be a material breach that shall entitle Nexar to terminate this Agreement in accordance with the provisions on Termination. 9.3 Nexar may inspect and test each of the Deliverables when received to determine if it conforms to the requirements of the Specifications. Any Deliverable not rejected by Nexar within thirty (30) days shall be deemed accepted. 9.4 If any Deliverable is rejected, Nexar shall give GDA notice of the rejection and the reasons for rejection. GDA shall then have thirty (30) days to cure deficiencies. After resubmission within such thirty (30) day period, Nexar may again inspect the Deliverable to confirm that it conforms to requirements of the Specifications. If the resubmitted Deliverable does not conform to the requirements of this Agreement, the failure will be a material breach that shall entitle Nexar to terminate this Agreement in accordance with the provisions on Termination. If the resubmitted Deliverable is rejected, Nexar shall give notice to GDA stating the reasons for rejection. 9.5 Notice of failure to make timely delivery, rejection, or subsequent resubmission shall not affect the due date for subsequent Deliverables as required by this Agreement unless otherwise agreed in writing. 9.6 If the Final Deliverables in any material respect do not conform to the Specifications, and such non-conformity is not cured as provided in this Agreement, the failure will be a material breach that shall entitle Nexar to terminate this Agreement in accordance with the provisions on Termination. Alternatively, Nexar, at its option, may accept the Final Deliverables as non- conforming. If it does so, it shall give prompt notice to GDA stating the known defects, and may withhold and deduct, from amounts otherwise due and payable to GDA upon acceptance of the Final Deliverables, the amount of reasonable out-of-pocket costs to correct, modify, and/or complete the Boards in accordance with the Specifications. From time to time, and as soon as is practicable, Nexar shall provide GDA with notice of all sums withheld and expended and shall turn over to GDA all funds withheld that are not so applied when such remedial work is completed. 9.7 GDA shall provide to Nexar or to such other person as Nexar shall designate, from time to time, as reasonably required before production of the Boards, all assistance and information reasonably necessary to ensure that a Technical Manual for each of the Boards is complete and accurate. GDA shall review a draft of each such Technical Manual upon Nexar's request and promptly provide all coxxxxxions required to Nexar, for which review and correction Nexar shall pay GDA at the rate of [CMD] per hour.

Delivery and Acceptance of Deliverables. 9.1 GDA 8.1 PSCAU shall perform the Services and deliver various all Deliverables at the times and in the manner specified in the Milestone and Payment Schedule. 9.2 If GDA fails to make timely delivery of any Deliverable as specified in the Milestone and Payment Schedule, Nexar may give GDA notice of the failure. After such notice, GDA shall have thirty (30) days to make the specified delivery. Failure to submit the Deliverables within such period shall be a material breach that shall entitle Nexar to terminate this Agreement in accordance with the provisions on TerminationTimescales or other Project Plan as set out in a Statement of Work. 9.3 Nexar may inspect and test each of 8.2 In the event that PSCAU fails to perform the Services and/or deliver the Deliverables when received to determine if it conforms to the requirements of the Specifications. Any Deliverable not rejected by Nexar within thirty (30) days shall be deemed accepted. 9.4 If any Deliverable is rejected, Nexar shall give GDA notice of the rejection and the reasons for rejection. GDA shall then have thirty (30) days to cure deficiencies. After resubmission within such thirty (30) day period, Nexar may again inspect the Deliverable to confirm that it conforms to requirements of the Specifications. If the resubmitted Deliverable does not conform to the requirements of this Agreement, the failure will be a material breach that shall entitle Nexar to terminate this Agreement in accordance with the provisions Timescales or Project Plan set out in any Statement of Work, then without prejudice to CLIENT’s other rights and remedies, PSCAU shall reimburse CLIENT on Termination. an indemnity basis for any costs incurred by CLIENT resulting from such late delivery and CLIENT may terminate the Statement of Work for PSCAU’s breach forthwith on written notice to PSCAU. 8.3 PSCAU shall deliver each Deliverable upon completion for review and Acceptance by CLIENT. 8.4 CLIENT may reject Deliverables if the Deliverables do not accord with PSCAU’s obligations under this Framework Agreement, including the specific requirements or criteria for the relevant Deliverables as set out in the relevant Statement of Work. 8.4.1 If the resubmitted CLIENT does not reject the deliverables within 5 (five) working days the Deliverable is rejected, Nexar shall give notice will be deemed to GDA stating the reasons for rejectionhave been accepted. 9.5 Notice 8.5 Acceptance of failure to make timely delivery, rejectionany Deliverables shall in no way prejudice or affect any other rights of CLIENT whether arising under Clause 10 or otherwise. 8.6 If Deliverables consist of, or subsequent resubmission shall not affect contain, any software, PSCAU shall: 8.6.1 deliver the due date for subsequent Deliverables as required by this Agreement unless otherwise agreed in writing. 9.6 If the Final Deliverables in any material respect do not conform to the Specificationsformat, and such non-conformity is not cured as provided on any media, specified in this Agreement, the failure will Statement of Work or otherwise reasonably specified by CLIENT; and 8.6.2 supply both the object code and the Source Code Materials for the software to CLIENT. 8.7 Title in the Deliverables (excluding any Intellectual Property Rights contained or embedded in the Deliverables which shall be a material breach that governed by Clause 11) shall entitle Nexar pass to terminate this Agreement CLIENT upon payment for the Deliverables. 8.8 The risk in accordance with the provisions on Termination. Alternatively, Nexar, at its option, may accept Deliverables (excluding any Intellectual Property Rights contained or embedded in the Final Deliverables as non- conforming. If it does so, it which shall give prompt notice be governed by Clause 11) shall pass to GDA stating the known defects, and may withhold and deduct, from amounts otherwise due and payable to GDA CLIENT upon acceptance delivery of the Final Deliverables, the amount of reasonable out-of-pocket costs Deliverables to correct, modify, and/or complete the Boards in accordance with the Specifications. From time to time, and as soon as is practicable, Nexar shall provide GDA with notice of all sums withheld and expended and shall turn over to GDA all funds withheld that are not so applied when such remedial work is completedCLIENT or its nominated representatives. 9.7 GDA shall provide to Nexar or to such other person as Nexar shall designate, from time to time, as reasonably required before production of the Boards, all assistance and information reasonably necessary to ensure that a Technical Manual for each of the Boards is complete and accurate. GDA shall review a draft of each such Technical Manual upon Nexar's request and promptly provide all coxxxxxions required to Nexar, for which review and correction Nexar shall pay GDA at the rate of [CMD] per hour.

Delivery and Acceptance of Deliverables. 9.1 GDA SUPPLIER shall perform the Services and deliver various all Deliverables at the times and in the manner specified in the Milestone and Payment Schedule. 9.2 If GDA fails to make timely delivery of any Deliverable as specified in the Milestone and Payment Schedule, Nexar may give GDA notice of the failure. After such notice, GDA shall have thirty (30) days to make the specified delivery. Failure to submit the Deliverables within such period shall be a material breach that shall entitle Nexar to terminate this Agreement in accordance with the provisions on TerminationTimescales or other Project Plan as set out in a Statement of Work. 9.3 Nexar may inspect and test each of 9.2 In the event that SUPPLIER fails to perform the Services and/or deliver the Deliverables when received to determine if it conforms to the requirements of the Specifications. Any Deliverable not rejected by Nexar within thirty (30) days shall be deemed accepted. 9.4 If any Deliverable is rejected, Nexar shall give GDA notice of the rejection and the reasons for rejection. GDA shall then have thirty (30) days to cure deficiencies. After resubmission within such thirty (30) day period, Nexar may again inspect the Deliverable to confirm that it conforms to requirements of the Specifications. If the resubmitted Deliverable does not conform to the requirements of this Agreement, the failure will be a material breach that shall entitle Nexar to terminate this Agreement in accordance with the provisions Timescales or Project Plan set out in any Statement of Work, then without prejudice to CLIENT’s other rights and remedies and provided such delays are not as a result of the CLIENT’s actions, SUPPLIER shall reimburse CLIENT on Termination. an indemnity basis for any costs incurred by CLIENT resulting from such late delivery. 9.3 SUPPLIER shall deliver each Deliverable upon completion for review and Acceptance by CLIENT. 9.4 CLIENT may reject Deliverables if the Deliverables do not accord with SUPPLIER’s obligations under this MSA, including the specific requirements or criteria for the relevant Deliverables as set out in the relevant Statement of Work. 9.4.1 If the resubmitted CLIENT does not reject the deliverables within 5 (five) working days, the Deliverable is rejected, Nexar shall give notice will be deemed to GDA stating the reasons for rejectionhave been accepted. 9.5 Notice Acceptance of failure to make timely delivery, rejection, any Deliverables shall in no way prejudice or subsequent resubmission shall not affect the due date for subsequent Deliverables as required by this Agreement unless otherwise agreed in writingany other rights of CLIENT whether arising under Clause 11 or otherwise. 9.6 If Deliverables consist of, or contain, any software, SUPPLIER shall: 9.6.1 deliver the Final Deliverables in any material respect do not conform to the Specificationsformat, and such non-conformity is not cured as provided on any media, specified in this Agreement, the failure will be a material breach that shall entitle Nexar Statement of Work or otherwise reasonably specified by CLIENT; and 9.6.2 supply both the object code and the Source Code Materials for the software to terminate this Agreement in accordance with the provisions on Termination. Alternatively, Nexar, at its option, may accept the Final Deliverables as non- conforming. If it does so, it shall give prompt notice to GDA stating the known defects, and may withhold and deduct, from amounts otherwise due and payable to GDA upon acceptance of the Final Deliverables, the amount of reasonable out-of-pocket costs to correct, modify, and/or complete the Boards in accordance with the Specifications. From time to time, and as soon as is practicable, Nexar shall provide GDA with notice of all sums withheld and expended and shall turn over to GDA all funds withheld that are not so applied when such remedial work is completedCLIENT. 9.7 GDA Title in the Deliverables (excluding any Intellectual Property Rights contained or embedded in the Deliverables which shall provide be governed by Clause 13) shall pass to Nexar CLIENT upon payment for the Deliverables. 9.8 The risk in the Deliverables (excluding any Intellectual Property Rights contained or embedded in the Deliverables which shall be governed by Clause 13) shall pass to such other person as Nexar shall designate, from time to time, as reasonably required before production CLIENT upon delivery of the Boards, all assistance and information reasonably necessary Deliverables to ensure that a Technical Manual for each of the Boards is complete and accurate. GDA shall review a draft of each such Technical Manual upon Nexar's request and promptly provide all coxxxxxions required to Nexar, for which review and correction Nexar shall pay GDA at the rate of [CMD] per hourCLIENT or its nominated representatives.

Delivery and Acceptance of Deliverables. 9.1 GDA IHF shall deliver various the Deliverables at the times and in the manner specified in the Milestone and Payment Schedule. 9.2 If GDA fails to make timely delivery relevant Work Statement. The procedure for acceptance of any Deliverable shall be as specified follows: The Client shall have the time shown in the Milestone Work Statement to inspect and Payment Scheduletest each such Deliverables when received. Upon completion of such testing, Nexar may give GDA notice the Client shall issue to IHF a Final Project Acceptance Form indicating acceptance or rejection of the failureDeliverables (provided that, in any event unless the Client has notified IHF of its rejection of any Deliverables within ten working days following delivery thereof, the same shall conclusively be deemed accepted). After such noticeThe Client may only reject Deliverables for material failure to comply with the applicable Specifications. In the event of rejection, GDA the Client shall give its reasons for rejection to IHF in reasonable detail. IHF shall then have the time allotted in the Work Statement to use commercially reasonable efforts to correct any deficiencies or non-conformities from the applicable Specifications and resubmit the rejected items as promptly as reasonably possible until the Deliverables are accepted; provided, however, that upon the third and subsequent rejection the Client may terminate this Agreement by thirty (30) days to make the specified delivery. Failure to submit days’ notice unless the Deliverables within such period shall be a material breach that shall entitle Nexar to terminate this Agreement in accordance with are accepted during the provisions on Termination. 9.3 Nexar may inspect and test each notice period. Upon acceptance of the Deliverables when received to determine if it conforms to by the requirements of Client, the Specifications. Any Deliverable not rejected by Nexar within thirty (30) days Specifications for such Deliverables shall automatically be deemed accepted. 9.4 If any Deliverable is rejected, Nexar shall give GDA notice of the rejection and the reasons for rejection. GDA shall then have thirty (30) days to cure deficiencies. After resubmission within such thirty (30) day period, Nexar may again inspect the Deliverable be amended to confirm that it conforms to requirements of the Specifications. If the resubmitted Deliverable does not conform to the requirements Deliverables as accepted by the Client. Unless specified otherwise in a Work Statement (such as specific software licensing terms), in exchange for payment of this Agreementthe fees, expenses and charges as narrated in the failure relevant Work Statement, all Deliverables and other items and materials delivered by IHF to the Client hereunder, and all Intellectual Property Rights associated with any of the foregoing other than third party rights and IHF’s Pre-existing Work, shall be owned exclusively by the Client and IHF shall hereby assign (and in the case of copyright, by way of a present assignation of future copyright) all of the Intellectual Property Rights in the Deliverables that are capable of being assigned. The Client acknowledges that all Intellectual Property Rights in IHF’s Pre-existing Work shall be owned by and remain the property of and vested in IHF or its licensors. Subject to sub-Clause 13.3 IHF shall grant to the Client a licence to use (for the purposes for which they were originally created) IHF’s Pre-existing Work for the purpose of receiving and using the Services and the Deliverables which specific licencing terms shall be detailed in the relevant Work Statement.
Prior to delivery of any Deliverables, IHF shall obtain such licences or consents in respect of Third Party Materials as shall be necessary in order that the Client can use such Third Party Materials (for the purposes for which they were originally created) for the purposes of receiving the Services and the Deliverables, which specific licencing terms shall be detailed in the relevant Statement. The Client grants IHF (and its permitted Sub-contractor(s)) a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Client to IHF for the term of the Agreement for the purpose of providing the Services to the Client. IHF hereby warrants to the Client that the Deliverables shall not contain any third party software or any Open Source software or other software which when used in the Deliverables will be modified in such a material breach manner as will require free sharing of the Deliverables or any part thereof with others. In the event that shall entitle Nexar any such Open Source Software or similar software is used in the Deliverables and will be modified in such a manner as will require free sharing of the Deliverables or any part thereof with others: IHF agrees forthwith to terminate this Agreement rewrite all such sections of the Deliverables free of charge in accordance Code which when used in the Deliverables will not be modified in such a manner as will require free sharing of the Deliverables or any part thereof with the provisions on Terminationothers. If the resubmitted Deliverable is rejected, Nexar shall give notice To deliver and install all such rewritten Code and to GDA stating the reasons for rejection. 9.5 Notice of failure to make timely delivery, rejection, or subsequent resubmission shall not affect the due date for subsequent Deliverables as required by this Agreement unless otherwise agreed assign all rights in writing. 9.6 If the Final Deliverables in any material respect do not conform all such rewritten Code to the Specifications, Client. Nothing in these sub-Clauses 13.6.1 and such non-conformity is not cured as provided in this Agreement, 13.6.2 shall prevent the failure will be a material breach that shall entitle Nexar to terminate this Agreement in accordance with the provisions on Termination. Alternatively, Nexar, at its option, may accept the Final Deliverables as non- conforming. If it does so, it shall give prompt notice to GDA stating the known defects, and may withhold and deduct, Client from amounts otherwise due and payable to GDA upon acceptance of the Final Deliverables, the amount of reasonable out-of-pocket costs to correct, modify, and/or complete the Boards in accordance with the Specifications. From time to time, and as soon as is practicable, Nexar shall provide GDA with notice of all sums withheld and expended and shall turn over to GDA all funds withheld that are not so applied when such remedial work is completed. 9.7 GDA shall provide to Nexar or to taking such other person action as Nexar shall designate, from time to time, it may think fit including legal action in respect of any damage or loss it may sustain as reasonably required before production a result of the Boards, all assistance and information reasonably necessary to ensure that a Technical Manual for each IHF’s inclusion of the Boards is complete and accurate. GDA shall review a draft of each any such Technical Manual upon Nexar's request and promptly provide all coxxxxxions required to Nexar, for which review and correction Nexar shall pay GDA at the rate of [CMD] per hourThird Party Materials.

Delivery and Acceptance of Deliverables. 9.1 GDA IHF shall deliver various the Deliverables at the times and in the manner specified in the Milestone and Payment Schedule. 9.2 If GDA fails to make timely delivery relevant Work Statement. The procedure for acceptance of any Deliverable shall be as specified follows: The Client shall have the time shown in the Milestone Work Statement to inspect and Payment Scheduletest each such Deliverables when received. Upon completion of such testing, Nexar may give GDA notice the Client shall issue to IHF a Final Project Acceptance Form indicating acceptance or rejection of the failureDeliverables (provided that, in any event unless the Client has notified IHF of its rejection of any Deliverables within ten working days following delivery thereof, the same shall conclusively be deemed accepted). After such noticeThe Client may only reject Deliverables for material failure to comply with the applicable Specifications. In the event of rejection, GDA the Client shall give its reasons for rejection to IHF in reasonable detail. IHF shall then have the time allotted in the Work Statement to use commercially reasonable efforts to correct any deficiencies or non-conformities from the applicable Specifications and resubmit the rejected items as promptly as reasonably possible until the Deliverables are accepted; provided, however, that upon the third and subsequent rejection the Client may terminate this Agreement by thirty (30) days to make the specified delivery. Failure to submit days’ notice unless the Deliverables within such period shall be a material breach that shall entitle Nexar to terminate this Agreement in accordance with are accepted during the provisions on Termination. 9.3 Nexar may inspect and test each notice period. Upon acceptance of the Deliverables when received to determine if it conforms to by the requirements of Client, the Specifications. Any Deliverable not rejected by Nexar within thirty (30) days Specifications for such Deliverables shall automatically be deemed accepted. 9.4 If any Deliverable is rejected, Nexar shall give GDA notice of the rejection and the reasons for rejection. GDA shall then have thirty (30) days to cure deficiencies. After resubmission within such thirty (30) day period, Nexar may again inspect the Deliverable be amended to confirm that it conforms to requirements of the Specifications. If the resubmitted Deliverable does not conform to the requirements Deliverables as accepted by the Client. Unless specified otherwise in a Work Statement (such as specific software licensing terms), in exchange for payment of this Agreementthe fees, expenses and charges as narrated in the failure relevant Work Statement, all Deliverables and other items and materials delivered by IHF to the Client hereunder, and all Intellectual Property Rights associated with any of the foregoing other than third party rights and IHF’s Pre-existing Work, shall be owned exclusively by the Client and IHF shall hereby assign (and in the case of copyright, by way of a present assignation of future copyright) all of the Intellectual Property Rights in the Deliverables that are capable of being assigned. The Client acknowledges that all Intellectual Property Rights in IHF’s Pre-existing Work shall be owned by and remain the property of and vested in IHF or its licensors. Subject to sub-Clause 13.3 IHF shall grant to the Client a licence to use (for the purposes for which they were originally created) IHF’s Pre-existing Work for the purpose of receiving and using the Services and the Deliverables which specific licencing terms shall be detailed in the relevant Work Statement.
Prior to delivery of any Deliverables, IHF shall obtain such licences or consents in respect of Third Party Materials as shall be necessary in order that the Client can use such Third Party Materials (for the purposes for which they were originally created) for the purposes of receiving the Services and the Deliverables, which specific licencing terms shall be detailed in the relevant Statement. The Client grants IHF (and its permitted Sub-contractor(s)) a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Client to IHF for the term of the Agreement for the purpose of providing the Services to the Client. IHF hereby warrants to the Client that the Deliverables shall not contain any third party software or any Open Source software or other software which when used in the Deliverables will be modified in such a material breach manner as will require free sharing of the Deliverables or any part thereof with others. In the event that shall entitle Nexar any such Open-Source Software or similar software is used in the Deliverables and will be modified in such a manner as will require free sharing of the Deliverables or any part thereof with others: IHF agrees forthwith to terminate this Agreement rewrite all such sections of the Deliverables free of charge in accordance Code which when used in the Deliverables will not be modified in such a manner as will require free sharing of the Deliverables or any part thereof with the provisions on Terminationothers. If the resubmitted Deliverable is rejected, Nexar shall give notice To deliver and install all such rewritten Code and to GDA stating the reasons for rejection. 9.5 Notice of failure to make timely delivery, rejection, or subsequent resubmission shall not affect the due date for subsequent Deliverables as required by this Agreement unless otherwise agreed assign all rights in writing. 9.6 If the Final Deliverables in any material respect do not conform all such rewritten Code to the Specifications, Client. Nothing in these sub-Clauses 13.6.1 and such non-conformity is not cured as provided in this Agreement, 13.6.2 shall prevent the failure will be a material breach that shall entitle Nexar to terminate this Agreement in accordance with the provisions on Termination. Alternatively, Nexar, at its option, may accept the Final Deliverables as non- conforming. If it does so, it shall give prompt notice to GDA stating the known defects, and may withhold and deduct, Client from amounts otherwise due and payable to GDA upon acceptance of the Final Deliverables, the amount of reasonable out-of-pocket costs to correct, modify, and/or complete the Boards in accordance with the Specifications. From time to time, and as soon as is practicable, Nexar shall provide GDA with notice of all sums withheld and expended and shall turn over to GDA all funds withheld that are not so applied when such remedial work is completed. 9.7 GDA shall provide to Nexar or to taking such other person action as Nexar shall designate, from time to time, it may think fit including legal action in respect of any damage or loss it may sustain as reasonably required before production a result of the Boards, all assistance and information reasonably necessary to ensure that a Technical Manual for each IHF’s inclusion of the Boards is complete and accurate. GDA shall review a draft of each any such Technical Manual upon Nexar's request and promptly provide all coxxxxxions required to Nexar, for which review and correction Nexar shall pay GDA at the rate of [CMD] per hourThird Party Materials.

Delivery and Acceptance of Deliverables. 9.1 GDA shall To the extent that the Services require TRX to provide any Deliverables to Expedia, TRX will deliver various Deliverables at the times and in the manner specified in the Milestone and Payment Schedule. 9.2 If GDA fails to make timely delivery of any Deliverable as specified in the Milestone and Payment Schedule, Nexar may give GDA notice of the failure. After such notice, GDA shall have thirty (30) days to make the specified delivery. Failure to submit Expedia the Deliverables within such period shall be a material breach that shall entitle Nexar to terminate this Agreement in accordance with the provisions on Termination. 9.3 Nexar may inspect and test each Statements of Work. Each Deliverable delivered by TRX pursuant to this Agreement will be subject to Expedia’s acceptance, which will occur upon Expedia’s written acceptance of such Deliverable, or automatically if Expedia fails to provide written notice that expressly rejects the Deliverables when received within * business days (unless both Parties mutually agree to determine an extension of this time to facilitate longer acceptance testing, approval of such extension of time not to be unreasonably withheld). Expedia will provide, at the time of rejection, a written statement to TRX that identifies in reasonable detail the deficiencies of such Deliverable. Expedia shall only reject a Deliverable if it conforms such Deliverable fails to the requirements of the Specifications. Any Deliverable not rejected by Nexar within thirty (30) days shall be deemed accepted. 9.4 If any Deliverable is rejected, Nexar shall give GDA notice of the rejection and the reasons for rejection. GDA shall then have thirty (30) days to cure deficiencies. After resubmission within such thirty (30) day period, Nexar may again inspect the Deliverable to confirm that it conforms to requirements of the Specifications. If the resubmitted Deliverable does not conform to the requirements specifications set forth in the applicable Statement of this Agreement, the failure will be a material breach that shall entitle Nexar to terminate this Agreement in accordance with the provisions on TerminationWork. If Expedia provides TRX a notice of rejection for any Deliverable, TRX will modify such rejected Deliverable at no expense to Expedia to correct the resubmitted relevant deficiencies set forth in Expedia’s written notice of rejection and will redeliver such Deliverable is rejected, Nexar shall give to Expedia within a reasonable time (not to exceed * days) after TRX’s receipt of such notice to GDA stating the reasons for rejection. 9.5 Notice of failure to make timely delivery, rejection, or subsequent resubmission shall not affect the due date for subsequent Deliverables as required by this Agreement unless otherwise agreed in writing. 9.6 If writing by the Final Parties. Thereafter, the Parties will repeat the process set forth in this Section 3.5 until Expedia accepts such Deliverable. In the event that TRX reasonably believes that (i) rejection of a deliverable is due to unclear specifications in the applicable Statement of Work, (ii) the creation of the Deliverable as per the applicable specifications is not possible or is commercially infeasible due to circumstances not reasonably foreseen by the Parties, or (iii) that other circumstances beyond TRX’s control have changed so as to make delivery of a conforming Deliverable materially more difficult or expensive, the Parties agree to follow the dispute resolution procedures set forth in Sections 21.1(a) and 21.1(b) to determine how to proceed with Deliverables under such Statement of Work; provided, however, that if Expedia rejects any Deliverable on at least * occasions, Expedia may terminate that portion of the applicable Statement of Work which relates to the rejected Deliverable at no expense to Expedia. For avoidance of doubt, rejection of one Deliverable out of several Deliverables in any material respect do a Statement of Work will not conform to constitute rejection of all Deliverables in that Statement of Work or relieve Expedia of its payment obligations for such conforming Deliverables; provided, that such conforming Deliverables can be used as intended without the Specifications, and use of such non-conformity is not cured as provided in this Agreement, the failure will be a material breach that shall entitle Nexar to terminate this Agreement in accordance with the provisions on Termination. Alternatively, Nexar, at its option, may accept the Final Deliverables as non- conforming. If it does so, it shall give prompt notice to GDA stating the known defects, and may withhold and deduct, from amounts otherwise due and payable to GDA upon acceptance of the Final Deliverables, the amount of reasonable out-of-pocket costs to correct, modify, and/or complete the Boards in accordance with the Specifications. From time to time, and as soon as is practicable, Nexar shall provide GDA with notice of all sums withheld and expended and shall turn over to GDA all funds withheld that are not so applied when such remedial work is completedconforming Deliverable. 9.7 GDA shall provide to Nexar or to such other person as Nexar shall designate, from time to time, as reasonably required before production of the Boards, all assistance and information reasonably necessary to ensure that a Technical Manual for each of the Boards is complete and accurate. GDA shall review a draft of each such Technical Manual upon Nexar's request and promptly provide all coxxxxxions required to Nexar, for which review and correction Nexar shall pay GDA at the rate of [CMD] per hour.