Evaluation; Latent Defects Clause Samples

Evaluation; Latent Defects. Upon receiving a deliverable from Broadcom, NLS will test and evaluate such deliverable to determine, acting reasonably and in good faith, whether it meets in all material respects the associated Specifications set forth in Exhibit A. NLS will use its reasonable best efforts to report the results of such tests and evaluations in writing to Broadcom (an "Evaluation") within forty-five (45) calendar days following its receipt of the associated deliverable. If NLS fails to submit an Evaluation to Broadcom within forty-five (45) calendar days following its receipt of the associated deliverable, such deliverable will be deemed accepted. Notwithstanding the foregoing, Broadcom will use its reasonable best efforts during the Development Program to correct any material latent defects discovered in a deliverable after the acceptance of such deliverable. If NLS conducted tests during the evaluation period that should have revealed the latent defect and such defect was not so revealed, [*****]. If NLS did not conduct tests during the evaluation period that should have revealed the latent defect, [*****].