Common use of Other Warranties Clause in Contracts

Other Warranties. ‌ a) Unless expressly stated otherwise in this Contract, Contractor hereby warrants that a Deliverable installed by Contractor, or installed by the Department in accordance with Contractor's instructions, shall function according to the Specifications on the Acceptance Date for such Deliverable, and that Contractor shall modify and/or replace such Deliverable as necessary to maintain ongoing reliability according to Section 11. This latter warranty shall not apply to any Deliverable deficiency caused by maintenance by a person other than the Contractor or its representative. b) If the ongoing performance of the Deliverable does not conform to the Specifications on the Acceptance Date for such Deliverable and the System consequently fails to conform to the Section 11 provisions of this Contract, Department shall give Contractor written notice of performance deficiencies. Contractor shall then have not more than a ten (10) calendar day cumulative cure period per twelve (12) month period to correct such deficiencies. If the cumulative number of days in a twelve (12) month period is exceeded, and said performance continues to be in nonconformance with said Section 11, the Contractor shall be in material default of this Contract and DAS, at its option, may thereupon take any one or more of the following actions: 1. if the Warranty Period has not expired, terminate this Contract; 2. Require Contractor replace said Deliverable at Contractor's expense with a functional Deliverable or competent Service; 3. Terminate the Deliverable license or service without fee or charge to the Department, or further obligation or financial liability. In the event of such termination, the Contractor shall refund to the Department all monies paid to the Contractor no later than 15 days after termination, according to the following schedule: (i) if termination is of a lump-sum payment perpetual license, repayment shall be determined by the point in the Term in which the Acceptance Date of the terminated Deliverable occurred: a. 1st - 12th month: 100% of license fee paid b. 13th - 24th month: 75% of license fee paid c. 25th - 36th month: 50% of license fee paid d. 37th month and over: 25% of license fee paid (ii) if termination is of associated services, or a periodic payment license, or a lump-sum payment non-perpetual license, all fees paid by the Department to the Contractor during the period following the event of material default shall be returned. c) The Contractor neither excludes nor modifies the implied warranties of merchantability and fitness for a particular purpose concerning the Deliverables offered under the terms and conditions of this Contract.

Other Warranties. ‌ a) Unless expressly stated otherwise in this Contract, Contractor hereby warrants that a Deliverable installed by Contractor, or installed by the Department in accordance with Contractor's instructions, shall function according to the Specifications on the Acceptance Date for such Deliverable, and that Contractor shall modify and/or replace such Deliverable as necessary to maintain ongoing reliability according to Section 11. This latter warranty shall not apply to any Deliverable deficiency caused by maintenance by a person other than the Contractor or its representative. b) If the ongoing performance of the Deliverable does not conform to the Specifications on the Acceptance Date for such Deliverable and the System consequently fails to conform to the Section 11 provisions of this Contract, Department shall give Contractor written notice of performance deficiencies. Contractor shall then have not more than a ten (10) calendar day cumulative cure period per twelve (12) month period to correct such deficiencies. If the cumulative number of days in a twelve (12) month period is exceeded, and said performance continues to be in nonconformance with said Section 11, the Contractor shall be in material default of this Contract and DAS, at its option, may thereupon take any one or more of the following actions: 1. if the Warranty Period has not expired, terminate this Contract; 2. Require Contractor replace said Deliverable at Contractor's expense with a functional Deliverable or competent Service; 3. Terminate the Deliverable license or service without fee or charge to the Department, or further obligation or financial liability. In the event of such termination, the Contractor shall refund to the Department all monies paid to the Contractor no later than 15 days after termination, according to the following schedule: (i) if termination is of a lump-sum payment perpetual license, repayment shall be determined by the point in the Term in which the Acceptance Date of the terminated Deliverable occurred: a. 1st - 12th month: 100% of license fee paid b. 13th - 24th month: 75% of license fee paid c. 25th - 36th month: 50% of license fee paid d. 37th month and over: 25% of license fee paid (ii) if termination is of associated services, or a periodic payment license, or a lump-sum payment non-perpetual license, all fees paid by the Department to the Contractor during the period following the event of material default shall be returned. c) The Contractor neither excludes nor modifies the implied warranties of merchantability and fitness for a particular purpose concerning the Deliverables offered under the terms and conditions of this Contract.

Other Warranties. ‌ a) Contractor hereby warrants that it has right, title and ownership to the Deliverables. Unless expressly stated otherwise in this ContractAgreement, Contractor hereby warrants that a Deliverable installed by Contractor, or installed by the Department in accordance with Contractor's instructions, shall function according to the Specifications on the Acceptance Date for such Deliverable, and that Contractor shall modify and/or replace such Deliverable as necessary to maintain ongoing reliability according to Section 11. SYSTEM RELIABILITY. This latter warranty shall not apply to any Deliverable deficiency caused by maintenance by a person other than the Contractor or its representative. b) If the ongoing performance of the Deliverable does not conform to the Specifications on the Acceptance Date for such Deliverable and the System consequently fails to conform to the Section 11 11. SYSTEM RELIABILITY provisions of this ContractAgreement, the Department shall give Contractor written notice of performance deficiencies. Contractor shall then have not more than a ten (10) calendar day cumulative cure period per twelve (12) month period to correct such deficiencies. If the cumulative number of days in a twelve (12) month period is exceeded, and said performance continues to be in nonconformance with said Section 11, the Contractor shall be in material default of this Contract Agreement and DAS, the State at its option, option may thereupon take any one or more of the following actionsfollowing: 1. if the Warranty Period has not expired, terminate this ContractAgreement in accordance with Subsection 12.c; 2. Require Contractor replace said Deliverable at Contractor's expense with a functional Deliverable or competent Service; 3. Terminate the Deliverable license or service without fee or charge to the Department, or further obligation or financial liability. In the event of such termination, the Contractor shall refund to the Department all monies paid to the Contractor no later than 15 days after termination, according to the following schedule: (i) if termination is of a lump-sum payment perpetual license, repayment shall be determined by the point in the Term in which the Acceptance Date of the terminated Deliverable occurred: a. 1st - 12th month: 100% of license fee paid b. 13th - 24th month: 75% of license fee paid c. 25th - 36th month: 50% of license fee paid d. 37th month and over: 25% of license fee paid (ii) if termination is of associated services, or a periodic payment license, or a lump-lump- sum payment non-perpetual license, all fees paid by the Department to the Contractor during the period following the event of material default shall be returned. c) The Contractor neither excludes nor modifies the implied warranties of merchantability and fitness for a particular purpose concerning the Deliverables offered under the terms and conditions of this ContractAgreement.

Other Warranties. ‌ a) Unless expressly stated otherwise in this Contract, Contractor hereby warrants that a Deliverable installed by Contractor, or installed by the Department in accordance with Contractor's instructions, shall function according to the Specifications on the Acceptance Date for such Deliverable, and that Contractor shall modify and/or replace such Deliverable as necessary to maintain ongoing reliability according to Section 11. This latter warranty shall not apply to any Deliverable deficiency caused by maintenance by a person other than the Contractor or its representative. b) If the ongoing performance of the Deliverable does not conform to the Specifications on the Acceptance Date for such Deliverable and the System consequently fails to conform to the Section 11 provisions of this Contract, Department shall give Contractor written notice of performance deficiencies. Contractor shall then have not more than a ten thirty (1030) calendar day cumulative cure period per twelve (12) month period to correct such deficiencies. If the cumulative number of days in a twelve (12) month period is exceeded, and said performance continues to be in nonconformance with said Section 11, the Contractor shall be in material default of this Contract and DAS, at its option, may thereupon take any one or more of the following actions: 1. if the Warranty Period has not expired, terminate this Contract; 2. Require Contractor replace said Deliverable at Contractor's expense with a functional Deliverable or competent Service; 3. Terminate the Deliverable license or service without fee or charge to the Department, or further obligation or financial liability. In the event of such termination, the Contractor shall refund to the Department all monies paid to the Contractor no later than 15 days after termination, according to the following schedule: (i) if termination is of a lump-sum payment perpetual license, repayment shall be determined by the point in the Term in which the Acceptance Date of the terminated Deliverable occurred: a. 1st - 12th month: 100% of license fee paid b. 13th - 24th month: 75% of license fee paid c. 25th - 36th month: 50% of license fee paid d. 37th month and over: 25% of license fee paid (ii) if termination is of associated services, or a periodic payment license, or a lump-sum payment non-perpetual license, all fees paid by the Department to the Contractor during the period following the event of material default shall be returned. c) The Contractor neither excludes nor modifies the implied warranties of merchantability and fitness for a particular purpose concerning the Deliverables offered under the terms and conditions of this Contract.

Other Warranties. ‌ a) Unless expressly stated otherwise in this Contract, Contractor hereby warrants that a Deliverable installed by Contractor, or installed by the Department in accordance with Contractor's instructions, shall function according to the Specifications on the Acceptance Date for such Deliverable, and that Contractor shall modify and/or replace such Deliverable as necessary to maintain ongoing reliability according to Section 11. This latter warranty shall not apply to any Deliverable deficiency caused by maintenance by a person other than the Contractor or its representative. b) . If the ongoing performance of the Deliverable does not conform to the Specifications on the Acceptance Date for such Deliverable and the System consequently fails to conform to the Section 11 provisions of this Contract, Department shall give Contractor written notice of performance deficiencies. Contractor shall then have not more than a ten (10) calendar day cumulative cure period per twelve (12) month period to correct such deficiencies. If the cumulative number of days in a twelve (12) month period is exceeded, and said performance continues to be in nonconformance with said Section 11, the Contractor shall be in material default of this Contract and DAS, at its option, may thereupon take any one or more of the following actions: 1. : if the Warranty Period has not expired, terminate this Contract; 2. ; Require Contractor replace said Deliverable at Contractor's expense with a functional Deliverable or competent Service; 3. ; Terminate the Deliverable license or service without fee or charge to the Department, or further obligation or financial liability. In the event of such termination, the Contractor shall refund to the Department all monies paid to the Contractor no later than 15 days after termination, according to the following schedule: (i) : if termination is of a lump-sum payment perpetual license, repayment shall be determined by the point in the Term in which the Acceptance Date of the terminated Deliverable occurred: a. : 1st - 12th month: 100% of license fee paid b. paid 13th - 24th month: 75% of license fee paid c. paid 25th - 36th month: 50% of license fee paid d. paid 37th month and over: 25% of license fee paid (ii) paid if termination is of associated services, or a periodic payment license, or a lump-sum payment non-perpetual license, all fees paid by the Department to the Contractor during the period following the event of material default shall be returned. c) . The Contractor neither excludes nor modifies the implied warranties of merchantability and fitness for a particular purpose concerning the Deliverables offered under the terms and conditions of this Contract.

Other Warranties. ‌ a) Supplier hereby warrants its ownership and/or licensing rights to the software license Deliverables. Unless expressly stated otherwise in this Contractan Attachment, Contractor Supplier hereby warrants that a software Deliverable installed by ContractorSupplier, or installed by the Department in accordance with ContractorSupplier's instructions, shall function according to the Specifications on the Acceptance Date for such Deliverable, and that Contractor Supplier shall modify and/or replace such Deliverable as necessary to maintain ongoing reliability according to Section 119. SOFTWARE MAINTENANCE & SUPPORT. This latter warranty shall not apply to any software Deliverable deficiency caused by maintenance by a person other than the Contractor Supplier or its representative. b) If the ongoing performance of the software Deliverable does not conform to the Specifications on the Acceptance Date for such Deliverable Software Maintenance and the System consequently fails to conform to the Section 11 Support provisions of this Contractthe Product Schedule, the Department shall give Contractor Supplier written notice of performance deficiencies. Contractor Supplier shall then have not more than a ten (10) calendar day cumulative cure period per twelve (12) month period to correct such deficiencies. If the cumulative number of days in a twelve (12) month period is exceeded, and said performance continues to be in nonconformance with said Section 11the Software Maintenance and Support provisions of the Product Schedule, the Contractor shall be in material default State may assess a liquidated damage of this Contract $1,000 each business day and DAS, the State at its option, option may thereupon take any one or more of the following actionsthereupon: 1. ) In addition to the options listed below, if during the Warranty Period has not expiredPeriod, terminate this Contract;Agreement in accordance with Subsection 12.c. 2. Require Contractor ) Request Supplier to replace said Deliverable at Contractor's Supplier’s expense with a functional Deliverable or competent Service;service. 3. ) Terminate the Deliverable license or service without fee or charge to the DepartmentDepartment penalty, or further obligation or financial liability. In the event of such termination, the Contractor Department shall refund be entitled to the Department all monies paid to the Contractor no later than 15 days after termination, damages according to the following schedule: (i) if termination is a. Termination of a lump-sum payment perpetual license, repayment shall be determined by the point : Period that terminated Deliverable license has been in the Term in which the effect with Acceptance Date of the terminated Deliverable occurred: a. in: 1st - 12th month: damages in the amount of 100% of license fee paid 13th - 24th month: damages in the amount of 75% of license fee paid 25th - 36th month: damages in the amount of 50% of license fee paid 37th month and over: damages in the amount of 25% of license fee paid b. 13th - 24th month: 75% of license fee paid c. 25th - 36th month: 50% of license fee paid d. 37th month and over: 25% of license fee paid (ii) if termination is Termination of associated services, services or a periodic payment license, license or a lump-sum payment non-perpetual license, all : All fees paid by the Department to the Contractor during applicable to the period following the event of material default shall be returnedrefunded to the Department. c) The Contractor Supplier neither excludes nor modifies the implied warranties of merchantability and fitness for a particular purpose concerning the Deliverables offered under the terms and conditions of this ContractAgreement.

Other Warranties. ‌ a) Unless expressly stated otherwise in this ContractAgreement, Contractor hereby warrants that a Deliverable installed by Contractor, or installed by the Department in accordance with Contractor's instructions, shall function according to the Specifications on the Acceptance Date for such Deliverable, and that Contractor shall modify and/or replace such Deliverable as necessary to maintain ongoing reliability according to Section 11. This latter warranty shall not apply to any Deliverable deficiency caused by maintenance by a person other than the Contractor or its representative. b) If after the Acceptance Date, the ongoing performance of the Deliverable does not conform to the Specifications on the Acceptance Date for such Deliverable and the System consequently fails to conform to the Section 11 provisions of this ContractAgreement, Department shall give Contractor written notice of performance deficiencies, which it may transmit to Contractor by facsimile or electronic means and shall be considered received on the business day that it is received by such means. Upon receipt of the written notice, Contractor shall then have not more than a ten (10) calendar day cumulative cure period per twelve (12) month period address the performance deficiencies as outlined in Exhibit 5 – Service Level Agreement and commence to take all commercially reasonable action to correct such deficiencies. Additionally, if the Contractor anticipates that correction of the performance deficiency cannot be completed within seven (7) calendar days from the date of receipt of written notice from the Department, Contractor shall submit to the Department a Corrective Action Plan within such seven (7) day period (which Corrective Action Plan, among other things, will set forth an estimate of how long it will take the Contractor to remedy the performance deficiencies). If the cumulative number of days in which the Contractor fails to comply with its obligation to timely submit a twelve Corrective Action Plan exceeds seven (127) month period is exceededdays, and said performance continues to be in nonconformance with said Section 11, the Contractor shall be in material default of this Contract Agreement and DAS, at its option, may thereupon take any one or more of the following actions: 1. if the Warranty Period has not expired, terminate this Contract; 2. Require Contractor replace said Deliverable at Contractor's expense with a functional Deliverable or competent Service; 32. Terminate the Deliverable license or service without fee or charge Pursue any other remedies available to the Department, or further obligation or financial liability. In the event of such termination, the Contractor shall refund to the Department all monies paid to the Contractor no later than 15 days after termination, according to the following schedule: (i) if termination is of a lump-sum payment perpetual license, repayment shall be determined by the point in the Term in which the Acceptance Date of the terminated Deliverable occurred: a. 1st - 12th month: 100% of license fee paid b. 13th - 24th month: 75% of license fee paid c. 25th - 36th month: 50% of license fee paid d. 37th month and over: 25% of license fee paid (ii) if termination is of associated services, or a periodic payment license, or a lump-sum payment non-perpetual license, all fees paid by the Department to the Contractor during the period following the event of material default shall be returnedDAS under this Agreement. c) The Contractor neither excludes nor modifies the implied warranties of merchantability and fitness for a particular purpose concerning the Deliverables offered under the terms and conditions of this ContractAgreement.