Common use of Quality Assurance Inspections Clause in Contracts

Quality Assurance Inspections. (a) During regular business hours and upon reasonable advance notice and in a manner that does not disrupt or interfere with the business of Tesla, Tesla will permit ViewRay and its agents and its customers to inspect the facilities of Tesla and provide access to Tesla’s manufacturing quality control documentation related to the Products to the extent necessary for, and for the purpose of assessing Tesla’s compliance with this Agreement. As a condition of provision to ViewRay agents or ViewRay customers of access to Tesla’s facilities and documentation, all information obtained by ViewRay agents or ViewRay customers as a result of such access will be Tesla Confidential Information for purposes of this Agreement. Tesla may require any agent or customer of ViewRay seeking access to Tesla’s facilities under this Section 4.3(a), as a condition to such access, to execute a standard confidentiality agreement with Tesla under which such agent agrees to treat information disclosed during such inspection as the Confidential Information of Tesla under terms and conditions no less restrictive than the terms contained in Section 6.2. (b) If an inspection pursuant to Section 4.2(a) reveals that the facilities used to manufacture Products do not satisfy the Applicable Standards requirements in all material respects, then ViewRay will promptly provide to Tesla written notice of such fact, which notice will contain in [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. reasonable detail the deficiencies found in the manufacturing facilities and, if practicable, those steps ViewRay believes Tesla should undertake in order to remedy such deficiencies. Tesla will respond to such notification of deficiencies, remedy such deficiencies within a reasonable period of time after receipt of such written notice and provide evidence of this corrective action to ViewRay as requested. (c) Tesla will maintain manufacturing quality documentation and will certify that Product was manufactured and tested in accordance with the applicable Specifications and Applicable Standards and UL 60601 requirements. ViewRay may request copies of such certifications as part of the inspections permitted under Section 4.3(a). (d) Tesla will comply with Applicable Standards requirements in its manufacturing of the Products. Prior to shipping any Product, Tesla will carry out the Product tests specified in the applicable Specifications on each Product. If a Product or any part of a Product fails to meet the Specifications, the Product will be repaired or replaced by Tesla as set forth in Section 7.4.3 and the relevant test will be repeated until such Product passes such test requirements. No Product will be shipped to ViewRay or its designee without passing all tests specified in the Specifications. Certification of conformance and/or test reports will be provided on request with each unit as evidence of compliance.

Quality Assurance Inspections. (a) During regular business hours and upon reasonable advance notice and in a manner that does not disrupt or interfere with the business of Tesla, Tesla will permit ViewRay and its agents and its customers to inspect the facilities of Tesla and provide access to Tesla’s manufacturing quality control documentation related to the Products to the extent necessary for, and for the purpose of assessing Tesla’s compliance with this Agreement. As a condition of provision to ViewRay agents or ViewRay customers of access to Tesla’s facilities and documentation, all information obtained by ViewRay agents or ViewRay customers as a result of such access will be Tesla Confidential Information for purposes of this Agreement. Tesla may require any agent or customer of ViewRay seeking access to Tesla’s facilities under this Section 4.3(a), as a condition to such access, to execute a standard confidentiality agreement with Tesla under which such agent agrees to treat information disclosed during such inspection as the Confidential Information of Tesla under terms and conditions no less restrictive than the terms contained in Section 6.2. (b) If an inspection pursuant to Section 4.2(a) reveals that the facilities used to manufacture Products do not satisfy the Applicable Standards requirements in all material respects, then ViewRay will promptly provide to Tesla written notice of such fact, which notice will contain in reasonable detail the deficiencies found in the manufacturing facilities and, if practicable, those [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. reasonable detail the deficiencies found in the manufacturing facilities and, if practicable, those steps ViewRay believes Tesla should undertake in order to remedy such deficiencies. Tesla will respond to such notification of deficiencies, remedy such deficiencies within a reasonable period of time after receipt of such written notice and provide evidence of this corrective action to ViewRay as requested. (c) Tesla will maintain manufacturing quality documentation and will certify that Product was manufactured and tested in accordance with the applicable Specifications and Applicable Standards and UL 60601 requirements. ViewRay may request copies of such certifications as part of the inspections permitted under Section 4.3(a). (d) Tesla will comply with Applicable Standards requirements in its manufacturing of the Products. Prior to shipping any Product, Tesla will carry out the Product tests specified in the applicable Specifications on each Product. If a Product or any part of a Product fails to meet the Specifications, the Product will be repaired or replaced by Tesla as set forth in Section 7.4.3 and the relevant test will be repeated until such Product passes such test requirements. No Product will be shipped to ViewRay or its designee without passing all tests specified in the Specifications. Certification of conformance and/or test reports will be provided on request with each unit as evidence of compliance.

Quality Assurance Inspections. (a) During regular business hours and upon reasonable advance notice and in a manner that does not disrupt or interfere with the business of Tesla, Tesla will permit ViewRay and its agents and its customers to inspect the facilities of Tesla and provide access to Tesla’s manufacturing quality control documentation related to the Products to the extent necessary for, and for the purpose of assessing Tesla’s compliance with this Agreement. As a condition of provision to ViewRay agents or ViewRay customers of access to Tesla’s facilities and documentation, all information obtained by ViewRay agents or ViewRay customers as a result of such access will be Tesla Confidential Information for purposes of this Agreement. Tesla may require any agent or customer of ViewRay seeking access to Tesla’s facilities under this Section 4.3(a), as a condition to such access, to execute a standard confidentiality agreement with Tesla under which such agent agrees to treat information disclosed during such inspection as the Confidential Information of Tesla under terms and conditions no less restrictive than the terms contained in Section 6.2. (b) If an inspection pursuant to Section 4.2(a) reveals that the facilities used to manufacture Products do not satisfy the Applicable Standards requirements in all material respects, then ViewRay will promptly provide to Tesla written notice of such fact, which notice will contain in [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. reasonable detail the deficiencies found in the manufacturing facilities and, if practicable, those steps ViewRay believes Tesla should undertake in order to remedy such deficiencies. Tesla will respond to such notification of deficiencies, remedy such deficiencies within a reasonable period of time after receipt of such written notice and provide evidence of this corrective action to ViewRay as requested. (c) Tesla will maintain manufacturing quality documentation and will certify that Product was manufactured and tested in accordance with the applicable Specifications and Applicable Standards and UL 60601 requirements. ViewRay may request copies of such certifications as part of the inspections permitted under Section 4.3(a). (d) Tesla will comply with Applicable Standards requirements in its manufacturing of the Products. Prior to shipping any Product, Tesla will carry out the Product tests specified in the applicable Specifications on each Product. If a Product or any part of a Product fails to meet the Specifications, the Product will be repaired or replaced by Tesla as set forth in Section 7.4.3 and the relevant test will be repeated until such Product passes such test requirements. No Product will be shipped to ViewRay or its designee without passing all tests specified in the Specifications. Certification of conformance and/or test reports will be provided on request with each unit as evidence of compliance.