DEVELOPMENT RESPONSIBILITIES; ACCEPTANCE AND MODIFICATIONS Sample Clauses

DEVELOPMENT RESPONSIBILITIES; ACCEPTANCE AND MODIFICATIONS. 2.1 Each party agrees to perform the development and manufacturing activities allocated to such party as set forth in a SOW by the completion dates thereon. To the extent that there is a delay in completion of any scheduled activity set forth in a SOW to be performed by a party, then, without limitation as to exercising its other rights hereunder, the other party may correspondingly delay the performance of all subsequent activity to be performed by such other party. EZchip shall not subcontract any portion of its obligations under an SOW to any third party or any subcontractor, other than an Affiliate of EZchip, unless such sub-contractor has been approved by Marvell in writing prior to such subcontracting, which approval shall not be unreasonably withheld. Marvell shall have the right to have its obligations relating to the manufacture of Licensed Products under any SOW or this Agreement performed by any Affiliate of Marvell or Marvell’s subcontractors. Marvell shall not subcontract any portion of its obligations relating to the design of Licensed Products under an SOW to any third party or any subcontractor, other than an Affiliate of Marvell, unless such sub-contractor has been approved by EZchip in writing prior to such subcontracting, which approval shall not be unreasonably withheld. Each party shall at all time remains responsible for the compliance of its Affiliates and permitted subcontractors with the provisions contained herein. 2.2 A Deliverable shall be deemed accepted by the receiving party, unless such Deliverable contains a material non-compliance to the applicable SOW or Specification (a “Non-Conformance”) which must be corrected by the party delivering such Deliverable item, and the intended receiving party provides reasonable notice of such Non-Conformance. Upon receipt of notice of such Non-Conformance, the delivering party will use its commercially reasonable efforts to correct the specified Non-Conformance, and will promptly resubmit the Deliverable to the other party in a condition that conforms to the SOW or the Specification. Upon redelivery, the receiving party will then accept or reject such resubmitted Deliverable within a commercially reasonable period of time. 2.3 Each party will provide sufficient engineering resources to ensure the performance of such party’s obligation under a SOW. 2.4 EZchip and Marvell, each with respect to itself, covenants and agrees that the Licensed Products shall be in conformance with Marvell’s qua...