Common use of Failed Testing Clause in Contracts

Failed Testing. 12.1.3.1 If County Project Director makes a good faith determination at any time an Acceptance Test that the Solution as a whole, or any component thereof, has not successfully completed an Acceptance Test or has not achieved Final Acceptance (collectively referred to for purposes of this Paragraph 12.1.3 as “Designated Test”), County Project Director will promptly notify Contractor in writing of such failure, specifying with as much detail as possible the manner in which the Solution component or the Solution failed to pass the applicable Designated Test. Contractor must immediately commence all reasonable efforts to complete, as quickly as possible, such necessary corrections, repairs and modifications to the Solution component or the Solution as will permit the Solution component or the Solution to be ready for retesting. Contractor must notify County Project Director in writing when such corrections, repairs and modifications have been completed, and when the applicable Designated Test will begin again. If, after the applicable Designated Test has been completed for a second time, County Project Director makes a good faith determination that the Solution component or the Solution again fails to pass the applicable Designated Test, County Project Director will promptly notify Contractor in writing, specifying with as much detail as possible the manner in which the Solution component or the Solution again failed to pass the applicable Designated Test. Contractor must immediately commence all reasonable efforts to complete, as quickly as possible, such necessary corrections, repairs and modifications to the Solution component or the Solution as will permit the Solution component or the System to be ready for retesting. 12.1.3.2 Such procedure will continue, subject to the County’s rights under Paragraph 6.2.4 (Termination) above, in the event Contractor fails to timely complete any Deliverable identified as a milestone, until such time as the County notifies Contractor in writing either: (i) of the successful completion of such Designated Test or (ii) that the County has concluded that satisfactory progress toward such successful completion of such Designated Test is not being made, in which latter event, the County will have the right to make a determination, which will be binding and conclusive on Contractor, that a non-curable default has occurred and to terminate this Contract in accordance with Paragraph 22.0 (Termination for Default) below on the basis of such non-curable default. In the event Contractor, using good faith effort, is unable to cure a Deficiency by re-performance after two attempts, the County and Contractor will work together to agree on a mutually acceptable resolution, provided that if the County and Contractor cannot agree on a resolution, the County may terminate this Contract for default pursuant to Paragraph 22.0 (Termination for Default) below. 12.1.3.3 Such a termination for default by the County will be either, as determined by the County in its sole judgment: (i) a termination with respect to one or more of the components of the Solution, or

Failed Testing. 12.1.3.1 If County County’s Project Director makes a good faith determination at any time an Acceptance Test that the Solution System as a whole, or any component thereof, has not successfully completed an Acceptance a System Test or has not achieved Final Acceptance (collectively referred to for purposes of this Paragraph 12.1.3 12.4 as “Designated Test”), County County’s Project Director will shall promptly notify Contractor in writing of such failure, specifying with as much detail as possible the manner in which the Solution System component or the Solution System failed to pass the applicable Designated Test. Contractor must shall immediately commence all reasonable efforts to complete, as quickly as possible, such necessary corrections, repairs and modifications to the Solution System component or the Solution System as will permit the Solution System component or the Solution System to be ready for retesting. Contractor must shall notify County County’s Project Director in writing when such corrections, repairs and modifications have been completed, and when the applicable Designated Test will shall begin again. If, after the applicable Designated Test has been completed for a second time, County County’s Project Director makes a good faith determination that the Solution System component or the Solution System again fails to pass the applicable Designated Test, County County’s Project Director will shall promptly notify Contractor in writing, specifying with as much detail as possible the manner in which the Solution System component or the Solution again System failed to pass the applicable Designated Test. Contractor must shall immediately commence all reasonable efforts to complete, as quickly as possible, such necessary corrections, repairs and modifications to the Solution System component or the Solution System as will permit the Solution System component or the System to be ready for retesting. 12.1.3.2 . Such procedure will shall continue, subject to the County’s rights under Paragraph 6.2.4 Paragraphs 9.2.2 (Credits to County) and 9.2.3 (Termination) above, in the event Contractor fails to timely complete any Key Deliverable identified as a milestone, until such time as the County notifies Contractor in writing either: : (i) of the successful completion of such Designated Test or (ii) that the County has concluded concluded, subject to the Dispute Resolution Procedure, that satisfactory progress toward such successful completion of such Designated Test is not being made, in which latter event, the County will shall have the right to make a determination, which will shall be binding and conclusive on Contractor, that a non-curable default has occurred and to terminate this Contract Agreement in accordance with Paragraph 22.0 28 (Termination for Default) below on the basis of such non-curable default. In the event Contractor, using good faith effort, is unable to cure a Deficiency deficiency by re-performance after two (2) attempts, the County and Contractor will work together to agree on a mutually acceptable resolution, provided that if the County and Contractor cannot agree on a resolution, the County may terminate this Contract Agreement for default pursuant to Paragraph 22.0 28 (Termination for Default) below. 12.1.3.3 ). Such a termination for default by County shall be, subject to the County will be Dispute Resolution Procedure, either, as determined by the County in its sole judgment: (i) a termination with respect to one or more of the components of the System; or (ii) if County believes the failure to pass the applicable Designated Test materially affects the functionality, performance or desirability to County of the System as a whole, the entire Agreement. In the event of a termination under this Paragraph 12.4, County shall have the right to receive from Contractor (i) reimbursement of all payments made to Contractor by County under this Agreement for the System component(s) and related Deliverables as to which the termination applies or (ii) if the entire Agreement is terminated, all amounts paid by County to Contractor under this Agreement. If the termination applies only to one or more System component(s), at County’s sole option, any reimbursement due to it may be credited against other sums due and payable by County to Contractor. The foregoing is without prejudice to any other rights that may accrue to County or Contractor under the terms of this Agreement or by law. Subject to County’s obligations of Acceptance set forth in Exhibit A (Statement of Work) and the Agreement, following the Solution implementation by Contractor and prior to Final Acceptance by County, County shall have the right to use, in a Production Use mode, any completed portion of the Solution, orwithout any additional cost to County where County determines that it is necessary for County’s operations. Such Production Use shall not restrict Contractor’s performance under this Agreement and shall not be deemed Acceptance or Final Acceptance of the System.

Failed Testing. 12.1.3.1 11.4.1 If County County’s Project Director makes a good faith determination at any time an Acceptance Test that the Solution System as a whole, or any component thereof, has not successfully completed an Acceptance a System Test or has not achieved Final Acceptance (collectively referred to for purposes of this Paragraph 12.1.3 11.4 as “Designated Test”), County County’s Project Director will shall promptly notify Contractor in writing of such failure, specifying with as much detail as possible the manner in which the Solution System component or the Solution System failed to pass the applicable Designated Test. Contractor must shall immediately commence all reasonable efforts to complete, as quickly as possible, such necessary corrections, repairs and modifications to the Solution System component or the Solution System as will permit the Solution System component or the Solution System to be ready for retesting. Contractor must shall notify County County’s Project Director in writing when such corrections, repairs and modifications have been completed, and when the applicable Designated Test will shall begin again. If, after the applicable Designated Test has been completed for a second time, County County’s Project Director makes a good faith determination that the Solution System component or the Solution System again fails to pass the applicable Designated Test, County County’s Project Director will shall promptly notify Contractor in writing, specifying with as much detail as possible the manner in which the Solution System component or the Solution again System failed to pass the applicable Designated Test. Contractor must shall immediately commence all reasonable efforts to complete, as quickly as possible, such necessary corrections, repairs and modifications to the Solution System component or the Solution System as will permit the Solution System component or the System to be ready for retesting. 12.1.3.2 11.4.2 Such procedure will shall continue, subject to the County’s rights under Paragraph 6.2.4 Paragraphs 8.2.2 (Credits to County) and 8.2.3 (Termination) above, in the event Contractor fails to timely complete any Key Deliverable identified as a milestone, until such time as the County notifies Contractor in writing either: : (i) of the successful completion of such Designated Test or (ii) that the County has concluded concluded, subject to the Dispute Resolution Procedure, that satisfactory progress toward such successful completion of such Designated Test is not being made, in which latter event, the County will shall have the right to make a determination, which will shall be binding and conclusive on Contractor, that a non-curable default has occurred and to terminate this Contract Agreement in accordance with Paragraph 22.0 20 (Termination for Default) below on the basis of such non-curable default. In the event Contractor, using good faith effort, is unable to cure a Deficiency deficiency by re-performance after two attempts, the County and Contractor will work together to agree on a mutually acceptable resolution, provided that if the County and Contractor cannot agree on a resolution, the County may terminate this Contract for default pursuant to Paragraph 22.0 (Termination for Default) below. 12.1.3.3 Such a termination for default by the County will be either, as determined by the County in its sole judgment: (i) a termination with respect to one or more of the components of the Solution, ortwo