Common use of Rejection of Deliverables Clause in Contracts

Rejection of Deliverables. Acceptance will be facilitated by ongoing consultation between the Parties, visibility of interim and intermediate Deliverables and collaboration on key decisions. Xxxxxxx, at any time and in its own discretion, may halt the User Acceptance Testing or approval process if such process reveals deficiencies in or problems with a Deliverable in a sufficient quantity or of a sufficient severity as to make the continuation of such process unproductive or unworkable. In such case, Xxxxxxx may return the applicable Deliverable to TCS for correction and re-delivery prior to resuming the review or User Acceptance Testing process and, in that event, TCS will correct the deficiencies in such Deliverable in accordance with this Section 3.1(f). If Xxxxxxx rejects the entire Deliverable or any of its subparts because of deficiencies or errors within the control of TCS or reasonably related to TCS’ performance of the Services, then TCS shall timely remedy the entire Deliverable or the rejected subparts and return it (including any documentation or other records of the results of additional Acceptance Testing, if applicable) to Xxxxxxx for its review in accordance with this Section 3.1(f). If and to the extent any unacceptable portions or deficiencies remain, the procedure described in this Section 3.1(f) shall be repeated as necessary until such Deliverable and its subparts, as applicable, meet the applicable Acceptance Criteria; provided, however, that after a period of thirty (30) days from TCS’ receipt of Xxxxxxx’x rejection of the Deliverable (or any subpart thereof) or two (2) attempts by TCS to correct a particular non-conformity in a Documentation or Deliverable in accordance with this Section, Xxxxxxx shall be entitled to: (i) Extend the period of time for TCS to correct the Deliverable; (ii) After reasonable consultation with TCS, direct TCS to use a third party to make the necessary corrections, at TCS’ sole cost and expense; (iii) After reasonable consultation with TCS, directly or by use of a third party make the necessary corrections to the Deliverable and charge to TCS an amount equal to the costs incurred by Xxxxxxx in making such corrections (and TCS will, at no additional charge to Xxxxxxx, provide all necessary cooperation and assistance with Xxxxxxx or any third party contractor engaged by Xxxxxxx to make such corrections), in which case any amounts spent by Xxxxxxx either internally or to a third party shall be credited to the Minimum Commitment Amount; (iv) After reasonable consultation with TCS, accept the Deliverable in its non-conforming condition and reduce TCS’ Charges by an amount which Xxxxxxx, in its reasonable judgment, determines reflects the reduced value of the Project; or (v) If Xxxxxxx decides not to exercise its options under subsections (i) and (iv) above, and determines that its options under subsections (ii) and (iii) above are impracticable, Xxxxxxx may terminate the applicable Statement of Work for cause, in whole or in part, as of a date specified in the notice of termination, in accordance with Section 26 of the Agreement, except that Xxxxxxx shall have no obligation to provide TCS with an opportunity to cure pursuant to such Section 26.

Rejection of Deliverables. Acceptance will be facilitated by ongoing consultation between the Parties, visibility of interim and intermediate Deliverables and collaboration on key decisions. XxxxxxxNielsen, at any time and in its own discretion, may halt the User Acceptance Testing or approval process if such process reveals deficiencies in or problems with a Deliverable in a sufficient quantity or of a sufficient severity as to make the continuation of such process unproductive or unworkable. In such case, Xxxxxxx Nielsen may return the applicable Deliverable to TCS for correction and re-delivery prior to resuming the review or User Acceptance Testing process and, in that event, TCS will correct the deficiencies in such Deliverable in accordance with this Section 3.1(f). If Xxxxxxx Nielsen rejects the entire Deliverable or any of its subparts because of deficiencies or errors within the control of TCS or reasonably related to TCS’ performance of the Services, then TCS shall timely remedy the entire Deliverable or the rejected subparts and return it (including any documentation or other records of the results of additional Acceptance Testing, if applicable) to Xxxxxxx Nielsen for its review in accordance with this Section 3.1(f). If and to the extent any unacceptable portions or deficiencies remain, the procedure described in this Section 3.1(f) shall be repeated as necessary until such Deliverable and its subparts, as applicable, meet the applicable Acceptance Criteria; provided, however, that after a period of thirty (30) days from TCS’ receipt of Xxxxxxx’x Nielsen’s rejection of the Deliverable (or any subpart thereof) or two (2) attempts by TCS to correct a particular non-conformity in a Documentation or Deliverable in accordance with this Section, Xxxxxxx Nielsen shall be entitled to: (i) Extend the period of time for TCS to correct the Deliverable; (ii) After reasonable consultation with TCS, direct TCS to use a third party to make the necessary corrections, at TCS’ sole cost and expense; (iii) After reasonable consultation with TCS, directly or by use of a third party make the necessary corrections to the Deliverable and charge to TCS an amount equal to the costs incurred by Xxxxxxx Nielsen in making such corrections (and TCS will, at no additional charge to XxxxxxxNielsen, provide all necessary cooperation and assistance with Xxxxxxx Nielsen or any third party contractor engaged by Xxxxxxx Nielsen to make such corrections), in which case any amounts spent by Xxxxxxx Nielsen either internally or to a third party shall be credited to the Minimum Commitment Amount; (iv) After reasonable consultation with TCS, accept the Deliverable in its non-conforming condition and reduce TCS’ Charges by an amount which XxxxxxxNielsen, in its reasonable judgment, determines reflects the reduced value of the Project; or (v) If Xxxxxxx Nielsen decides not to exercise its options under subsections (i) and (iv) above, and determines that its options under subsections (ii) and (iii) above are impracticable, Xxxxxxx Nielsen may terminate the applicable Statement of Work for cause, in whole or in part, as of a date specified in the notice of termination, in accordance with Section 26 28 of the Agreement, except that Xxxxxxx Nielsen shall have no obligation to provide TCS with an opportunity to cure pursuant to such Section 2628.