Common use of Implementation Services Clause in Contracts

Implementation Services. 8.1. If a Statement of Work specifies that we will provide Implementation Services, we will develop an implementation workplan (Implementation Workplan) for the setup, configuration and implementation of the Smart-UI Products specified in the Statement of Work (Implementation Services). The Implementation Workplan shall establish the time frames for performing the Implementation Services that each party will use its best endeavors to comply with. The Implementation Workplan shall include the following information, as applicable: (a) identification of all milestone events and interdependent milestone events; (b) identification of critical path milestones and the commencement and completion dates for such critical path milestones; (c) a detailed description of all activities to be performed by you, and a detailed description of all activities to be performed by us, with respect to the implementation, and the party responsible for, and the location for performance of, such activities; (d) identification of all interdependent activities; and (e) commencement and completion dates for the setup, configuration and implementation of the Smart-UI Products. 8.2. Where Cloud Hosting is specified as being provided in the Fee Schedule and/or a Statement of Work, we will monitor the implementation activities performed by any of our third-party hosting suppliers set out in the Implementation Workplan by: (a) monitoring each third-party hosting supplier’s performance of its implementation activities; and (b) notifying you of any third-party supplier's failure to perform its duties and obligations with respect to the implementation of the hosting environment as soon as reasonably practicable. 8.3. We will be entitled to an extension of time for completion of any one or more of the stages of the Implementation Workplan if one or more of the following events occur: (a) a Force Majeure Event occurs; or (b) a delay is caused in whole or in part by any third-party supplier’s acts or omissions or your acts or omissions or any acts or omissions of your agents or third-party contractors. 8.4. Each party will ensure that its Project Manager is fully acquainted with the Implementation Workplan. 8.5. Each party must provide all cooperation, access to Personnel and information reasonably required by the other party to perform its obligations under the Implementation Workplan. 8.6. Where On-Premise Hosting is specified in the Fee Schedule and/or a Statement of Work, and without limiting your obligations under clause 8.5, you must provide us with physical access to any relevant computer server at the Hosting Location , where the Implementation Workplan requires us to perform Implementation Services for the implementation of Smart-UI Products or Services on that computer server at the Hosting Location or where access to the computer server is otherwise required by us to perform our obligations under this Agreement. You must provide us with all relevant access to such Hosting Location 8.7. Upon completion of the Implementation Services, we will test the relevant Smart-UI Products and Services deployed under the Implementation Workplan in accordance with the testing procedures set out in the Implementation Workplan (Acceptance Tests) in order to determine and verify that they meet the Specifications in all material respects. We will submit to you a copy of all test results and you will be deemed to have accepted the Implementation Services and the relevant Smart-UI Products and Services upon the relevant Smart-UI Products and Services having successfully passed the Acceptance Tests. You shall not use Smart-UI Products or Services in a live environment until and unless they have successfully passed the Acceptance Tests. 8.8. If any of the relevant Smart-UI Products fail to pass the Acceptance Tests in accordance with the Implementation Workplan, and we can demonstrate that the reason for the failure or non- compliance with the Implementation Workplan was caused by an issue or defect in your materials or an issue, incompatibility or defect in or with your technical environment, network or systems, then: (a) you must promptly (within 7 days or as otherwise set out in the Implementation Workplan) correct or procure the correction of the relevant issue or defect and we will re-test the relevant Smart-UI Products in accordance with the Implementation Workplan; and (b) if you fail to correct or procure the correction of the relevant issue within the relevant period referred to in clause (a), the relevant Smart-UI Products shall then automatically be deemed to be accepted, notwithstanding the issue or defect. 8.9. If any Smart-UI Product fails to pass the Acceptance Tests in accordance with the Implementation Workplan due to our breach of the Implementation Workplan, we will promptly rectify the failure at our sole cost and expense.

Implementation Services. 8.1. If a Statement of Work specifies that we will provide Implementation Services, we will develop an implementation workplan (Implementation Workplan) for the setup, configuration and implementation of the Smart-UI Ui Products specified in the Statement of Work (Implementation Services). The Implementation Workplan shall establish the time frames for performing the Implementation Services that each party will use its best endeavors to comply with. The Implementation Workplan shall include the following information, as applicable: (a) identification of all milestone events and interdependent milestone events; (b) identification of critical path milestones and the commencement and completion dates for such critical path milestones; (c) a detailed description of all activities to be performed by you, and a detailed description of all activities to be performed by us, with respect to the implementation, and the party responsible for, and the location for performance of, such activities; (d) identification of all interdependent activities; and (e) commencement and completion dates for the setup, configuration and implementation of the Smart-UI Ui Products. 8.2. Where Cloud Hosting is specified as being provided in the Fee Schedule and/or a Statement of Work, we will monitor the implementation activities performed by any of our third-party hosting suppliers set out in the Implementation Workplan by: (a) monitoring each third-party hosting supplier’s performance of its implementation activities; and (b) notifying you of any third-party supplier's failure to perform its duties and obligations with respect to the implementation of the hosting environment as soon as reasonably practicable. 8.3. We will be entitled to an extension of time for completion of any one or more of the stages of the Implementation Workplan if one or more of the following events occur: (a) a Force Majeure Event occurs; or (b) a delay is caused in whole or in part by any third-party supplier’s acts or omissions or your acts or omissions or any acts or omissions of your agents or third-party contractors. 8.4. Each party will ensure that its Project Manager is fully acquainted with the Implementation Workplan. 8.5. Each party must provide all cooperation, access to Personnel and information reasonably required by the other party to perform its obligations under the Implementation Workplan. 8.6. Where On-Premise Hosting is specified in the Fee Schedule and/or a Statement of Work, and without limiting your obligations under clause 8.5, you must provide us with physical access to any relevant computer server at the Hosting Location , where the Implementation Workplan requires us to perform Implementation Services for the implementation of Smart-UI Ui Products or Services on that computer server at the Hosting Location or where access to the computer server is otherwise required by us to perform our obligations under this Agreement. You must provide us with all relevant access to such Hosting Location 8.7. Upon completion of the Implementation Services, we will test give you access to the relevant Smart-UI Products and Services deployed under the Implementation Workplan to test them in accordance with the testing procedures set out in the Implementation Workplan (User Acceptance Tests) in order to determine and verify that they meet the Specifications in all material respects. We will submit allow you to test the relevant Smart-UI Products and Services for a period of 14 days. At the conclusion of this period if no issues are raised by you a copy of all test results and or us or if issues that were raised are rectified by us within this period then you will be deemed to have accepted the Implementation Services and the relevant Smart-UI Products and Services upon Services. Subject to any non-excludable rights referred to in clause 25.4 and 25.5 below, if you require us to provide any professional services in respect of issues raised after acceptance or deemed acceptance then we reserve the right to charge you for our time in accordance with our then current daily rates, in addition to the Fees set out in the relevant Smart-UI Products and Services having successfully passed the Acceptance Tests. You shall not use Smart-UI Products or Services in a live environment until and unless they have successfully passed the Acceptance TestsStatement of Work. 8.8. If any of the relevant Smart-UI Ui Products fail to pass the Acceptance Tests in accordance with the Implementation Workplan, and we can demonstrate that the reason for the failure or non- compliance with the Implementation Workplan was caused by an issue or defect in your materials or an issue, incompatibility or defect in or with your technical environment, network or systems, then: (a) you must promptly (within 7 days or as otherwise set out in the Implementation Workplan) correct or procure the correction of the relevant issue or defect and we will re-test the relevant Smart-UI Ui Products in accordance with the Implementation Workplan; and (b) if you fail to correct or procure the correction of the relevant issue within the relevant period referred to in clause (a), the relevant Smart-UI Ui Products shall then automatically be deemed to be accepted, notwithstanding the issue or defect. 8.9. If any Smart-UI Ui Product fails to pass the Acceptance Tests in accordance with the Implementation Workplan due to our breach of the Implementation Workplan, we will promptly rectify the failure at our sole cost and expense.

Implementation Services. 8.1. If a Statement of Work specifies that we will provide Implementation Services, we will develop an implementation workplan (Implementation Workplan) for the setup, configuration and implementation of the Smart-UI Ui Products specified in the Statement of Work (Implementation Services). The Implementation Workplan shall establish the time frames for performing the Implementation Services that each party will use its best endeavors to comply with. The Implementation Workplan shall include the following information, as applicable: (a) identification of all milestone events and interdependent milestone events; (b) identification of critical path milestones and the commencement and completion dates for such critical path milestones; (c) a detailed description of all activities to be performed by you, and a detailed description of all activities to be performed by us, with respect to the implementation, and the party responsible for, and the location for performance of, such activities; (d) identification of all interdependent activities; and (e) commencement and completion dates for the setup, configuration and implementation of the Smart-UI Ui Products. 8.2. Where Cloud Hosting is specified as being provided in the Fee Schedule and/or a Statement of Work, we will monitor the implementation activities performed by any of our third-party hosting suppliers set out in the Implementation Workplan by: (a) monitoring each third-party hosting supplier’s performance of its implementation activities; and (b) notifying you of any third-party supplier's failure to perform its duties and obligations with respect to the implementation of the hosting environment as soon as reasonably practicable. 8.3. We will be entitled to an extension of time for completion of any one or more of the stages of the Implementation Workplan if one or more of the following events occur: (a) a Force Majeure Event occurs; or (b) a delay is caused in whole or in part by any third-party supplier’s acts or omissions or your acts or omissions or any acts or omissions of your agents or third-party contractors. 8.4. Each party will ensure that its Project Manager is fully acquainted with the Implementation Workplan. 8.5. Each party must provide all cooperation, access to Personnel and information reasonably required by the other party to perform its obligations under the Implementation Workplan. 8.6. Where On-Premise Hosting is specified in the Fee Schedule and/or a Statement of Work, and without limiting your obligations under clause 8.5, you must provide us with physical access to any relevant computer server at the Hosting Location , where the Implementation Workplan requires us to perform Implementation Services for the implementation of Smart-UI Ui Products or Services on that computer server at the Hosting Location or where access to the computer server is otherwise required by us to perform our obligations under this Agreement. You must provide us with all relevant access to such Hosting Location 8.7. Upon completion of the Implementation Services, we will test give you access to the relevant Smart-UI Products and Services deployed under the Implementation Workplan to test them in accordance with the testing procedures set out in the Implementation Workplan (User Acceptance Tests) in order to determine and verify that they meet the Specifications in all material respects. We will submit allow you to test the relevant Smart-UI Products and Services for a period of 14 days. At the conclusion of this period if no issues are raised by you a copy of all test results and or us or if issues that were raised are rectified by us within this period then you will be deemed to have accepted the Implementation Services and the relevant Smart-UI Products and Services upon the relevant Smart-UI Products and Services having successfully passed the User Acceptance Tests. You shall not use SmartIf you raise any issues after this 14-UI Products or Services day period that should have strictly been raised during User Acceptance Testing then we reserve the right to charge you for our time in a live environment until and unless they have successfully passed addition to what is set out in the Acceptance Testsrelevant Statement of Work. 8.8. If any of the relevant Smart-UI Ui Products fail to pass the Acceptance Tests in accordance with the Implementation Workplan, and we can demonstrate that the reason for the failure or non- compliance with the Implementation Workplan was caused by an issue or defect in your materials or an issue, incompatibility or defect in or with your technical environment, network or systems, then: (a) you must promptly (within 7 days or as otherwise set out in the Implementation Workplan) correct or procure the correction of the relevant issue or defect and we will re-test the relevant Smart-UI Ui Products in accordance with the Implementation Workplan; and (b) if you fail to correct or procure the correction of the relevant issue within the relevant period referred to in clause (a), the relevant Smart-UI Ui Products shall then automatically be deemed to be accepted, notwithstanding the issue or defect. 8.9. If any Smart-UI Ui Product fails to pass the Acceptance Tests in accordance with the Implementation Workplan due to our breach of the Implementation Workplan, we will promptly rectify the failure at our sole cost and expense.