Common use of Testing and Acceptance Clause in Contracts

Testing and Acceptance. Within […***…] after RFM’s delivery of the IC Design File to ST, ST shall manufacture and deliver a commercially reasonable quantity of evaluation Product to RFM for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products with the applicable Evaluation Software and in the applicable Evaluation Circuit Design to determine if the IC Design for such Products conforms to the applicable Specifications. Upon completion of such testing, RFM shall provide ST with the data from such testing (“Evaluation Data”). Upon ST’s receipt of the Evaluation Data, ST shall evaluate whether the Evaluation Data indicates that the IC Design conforms to the Specifications in all material respects. ST shall accept or reject the IC Design based on the Evaluation Data and shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery of the Evaluation Data to ST. An IC Design will be deemed accepted by ST if RFM has not received notification of rejection of such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonable, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM shall use commercially reasonable efforts to correct any Deficiencies and redeliver a corrected IC Design File within […***…] after RFM’s receipt of the rejection notice and the foregoing provisions set forth in this Section 3.3 shall be reapplied until the IC Design is accepted; provided, however, that upon the […***…] or any subsequent rejection, either party may terminate this Agreement upon thirty (30) calendar days prior written notice to the other party, unless the IC Design is accepted during such notice period.

Testing and Acceptance. Within […***…] after RFM’s delivery In accordance with the terms of the IC Design File applicable Test Plan (including the time frames for conducting testing), the parties shall test the Products (and new releases and/or new versions of Products) in both pre-production and production environments in order to ST, ST verify and confirm that the products conform to the Test Criteria. Such testing minimally shall manufacture consist of: (a) unit testing; (b) integration testing (including testing all Interfaces); (c) stress and deliver a commercially reasonable quantity of evaluation Product to RFM for evaluation performance testing (including congestion control); and (d) hot swap-out testing. Upon RFM’s receipt of such Products from ST, RFM MetroPCS promptly shall test such Products with the applicable Evaluation Software and in the applicable Evaluation Circuit Design report to determine if the IC Design for such Products conforms to the applicable Specifications. Upon completion Supplier any Defects discovered as a result of such testing, RFM Supplier promptly shall provide ST with correct such Defects, and following receipt of such corrections, MetroPCS shall have the data from right to continue testing the Products for the then-remaining length of the applicable testing period, or if the testing period has or is about to expire, then for the reasonable period of time necessary to confirm that the Product (as corrected by Supplier) conforms to the Test Criteria. The following conditions are necessary for a Product to achieve “Acceptance”: (a) all Material Defects identified during testing have been corrected by Supplier (and the terms of Section 7.4 shall apply to any unresolved non-Material Defects); and (b) Supplier has provided to MetroPCS all Documentation and other deliverables required to be provided to MetroPCS pursuant to the applicable Procurement Document. Nothing else, including MetroPCS’ use of a Product or any portion thereof in a live, production environment shall constitute Acceptance of such testing Product. When Supplier believes that all conditions necessary for a Product to achieve Acceptance have been met, Supplier shall present to the applicable MetroPCS Project Manager for signature an acceptance certificate in the form attached hereto as Schedule 7.2 (the “Evaluation DataAcceptance Certificate”). Upon ST’s If MetroPCS believes that all Acceptance conditions have not been satisfied, then within *** days following its receipt of the Evaluation DataAcceptance Certificate from Supplier, ST MetroPCS shall evaluate whether detail its objections in writing. If MetroPCS fails to object to Supplier’s Acceptance Certificate within the Evaluation Data indicates that *** day period described in the IC Design conforms to the Specifications in all material respects. ST shall accept or reject the IC Design based on the Evaluation Data and shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery of the Evaluation Data to ST. An IC Design preceding sentence, Acceptance will be deemed accepted by ST if RFM has not received notification of rejection of such IC Design from ST within seven (7) calendar days after RFM’s delivery of to have occurred with respect to the applicable Evaluation Data to STProduct. ST’s refusal to accept Supplier acknowledges that the IC Design Acceptance Certificate must be reasonablesigned by the applicable MetroPCS Project Manager or his or her designee, must and Supplier shall not be in writing and must be accompanied entitled to rely on any signature by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM shall use commercially reasonable efforts to correct any Deficiencies and redeliver a corrected IC Design File within […***…] after RFM’s receipt of the rejection notice and the foregoing provisions set forth in this Section 3.3 shall be reapplied until the IC Design is accepted; provided, however, that upon the […***…] MetroPCS Personnel or any subsequent rejection, either party may terminate this Agreement upon thirty (30) calendar days prior written notice to the representative other party, unless the IC Design is accepted during than such notice periodMetroPCS Project Manager or his or her designee.

Testing and Acceptance. Within […***…] after RFM’s delivery Following completion of any Deliverable (as defined below) to be provided to Client hereunder, Client may test the IC Design File Deliverable to ST, ST shall manufacture and deliver a commercially reasonable quantity of evaluation Product determine whether the Deliverable conforms to RFM the specifications established for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products with the applicable Evaluation Software and Deliverable in the applicable Evaluation Circuit Design SOW for a period not to exceed thirty (30) days after delivery to Client of the Deliverable (the “Acceptance Period”). Upon the expiration of the Acceptance Period, Client will either (i) certify to DevFactory that the Deliverable is accepted (“Acceptance”); or (ii) deliver to DevFactory a written description of any specific failure of the Deliverable to conform to the applicable specifications. In no such written response is provided, the Deliverable shall be deemed to be Accepted and complete. Further, if the Deliverable substantially conforms to the specifications but Client identifies certain minor non-conformities, Client shall Accept the Deliverable and the parties shall work in good faith to either correct such non-conformities or agree on appropriate Work Credits (as defined below) to compensate Client for such non-conformities. Upon proper notice of a failure of Acceptance, DevFactory will promptly undertake such corrections as are necessary for the Deliverable to conform to the specifications and DevFactory will notify Client when such corrections and modifications have been made. If DevFactory has performed corrections to the Deliverable, Client will have thirty (30) days after delivery of such corrections to perform acceptance testing to determine if whether the IC Design for such Products Deliverable conforms to the applicable Specificationsspecifications. Upon completion of such testingIf after a second attempt the Deliverable still does not conform to the applicable specifications, RFM Client shall have the right to (1) allow continued attempts to correct the Deliverable, subject to this Section 1.4, or (2) terminate the applicable service obligation for the failed deliverable and receive a Work Credit (as defined below) as to just that failed Deliverable. If DevFactory notifies Client that Client has failed to properly provide ST with notice that a Deliverable has failed, if Client otherwise improperly fails to Accept a Deliverable, or if the data from such testing (“Evaluation Data”). Upon ST’s receipt of the Evaluation Data, ST shall evaluate parties disagree as to whether the Evaluation Data indicates that the IC Design a Deliverable substantially conforms to the Specifications in all material respects. ST shall accept or reject the IC Design based on the Evaluation Data and shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery of the Evaluation Data to ST. An IC Design will be deemed accepted by ST if RFM has not received notification of rejection of specifications, such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonable, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM shall use commercially reasonable efforts to correct any Deficiencies and redeliver a corrected IC Design File within […***…] after RFM’s receipt of the rejection notice and the foregoing provisions set forth in this Section 3.3 dispute shall be reapplied until the IC Design is accepted; providedresolved in accordance with Section 12.16. For clarity, howeverany concerns by Client that a Deliverable does not meet Client’s expectations, that upon the […***…] or any subsequent rejectionbut otherwise complies with all applicable specifications, either party may terminate shall not be actionable under this Agreement upon thirty (30) calendar days prior written notice to the other partyprovision, unless the IC Design is accepted during such notice periodbut, rather, shall constitute an additional service request.

Testing and Acceptance. 5.1 Within […***…] after RFM’s delivery four (4) months of signing this Agreement, the Vendor shall demonstrate, to the reasonable satisfaction of the IC Design File to STACC, ST shall manufacture and deliver a commercially reasonable quantity of evaluation Product to RFM for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products that the Program is operating in accordance with the applicable Evaluation Software provisions of this Agreement and that the Program is ready for distribution to Participants. ACC will indicate its satisfaction in writing within 30 days of this demonstration or itemize deficiencies in the applicable Evaluation Circuit Design to determine if the IC Design for such Products conforms to the applicable SpecificationsProgram. Upon completion of such testing, RFM shall provide ST with the data from such testing (“Evaluation Data”). Upon ST’s receipt of the Evaluation Data, ST shall evaluate whether the Evaluation Data indicates that the IC Design conforms to the Specifications in all material respects. ST shall accept or reject the IC Design based on the Evaluation Data and shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery of the Evaluation Data to ST. An IC Design The Vendor will be deemed accepted by ST if RFM has not received notification of rejection of such IC Design from ST within seven (7) calendar given an additional 60 days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonable, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM shall use commercially reasonable efforts to correct any Deficiencies identified deficiencies in the Program. After this period of time has elapsed, if the ACC reasonably determines that the Vendor has failed to demonstrate the successful development and redeliver a corrected IC Design File within […***…] after RFM’s receipt operation of the Program, then the ACC may notify the Vendor in writing of its rejection notice of the Program. In such case, the ACC shall have no further obligation to the Vendor, ACC withdraws the use of its name and the foregoing provisions set forth in logo for promotional purposes, and this Section 3.3 Agreement shall be reapplied until deemed terminated per the IC Design terms specified in Paragraph 14. If the ACC fails to notify the Vendor of its rejection of the Program, then the ACC shall be deemed to have accepted the Program. Such acceptance shall not evidence the ACC's waiver of any rights to which it may be entitled if it later should determine that it is accepted; provideddissatisfied with the Program due to changes that ACC requires, howeverwhich are discussed in Paragraph 5.3 below. 5.2 Vendor will license royalty-free to ACC, pursuant to a separate standard license agreement, one (1) up-to-date copy of the Program for installation and use in the ACC Department of Research and Information Management, solely for ACC's internal use and training. Vendor will also provide training in the use of the Program for ACC staff that upon is equivalent to that provided to Vendor's Customers. The Program shall be used solely to support the […***…] ongoing quality control activities of the Registry, and to serve as a demonstration for any interested guests to the ACC. The results of any quality control audits will be kept strictly confidential. 5.3 Annually, there shall be a review and audit of the Program to address any required changes (due to modifications made by ACC in accordance with Paragraph 2.2), previously known deficiencies in the Program, or any subsequent rejectiondeficiencies arising as the result of Vendor-initiated changes. These will be identified and implemented or corrected within a reasonable time period after notice from ACC. If the implementation and corrections do not meet the satisfaction of the ACC, either party the ACC may terminate this Agreement upon thirty agreement per the terms of Paragraph 14. 5.4 Only those Programs and related software (30including versions and/or upgrades of the Program) calendar days prior written notice that have been ACC approved, as a result of the annual audit referenced in Paragraph 5.3, may be denominated and promoted as ACC Certified Software. No vendor may hold itself out as a Certified Vendor unless its Program and related software have been ACC certified pursuant to Paragraph 5.3. Previously Certified Vendors that create new versions and/or upgrades of the other partyProgram and related software and that have initiated the audit process under Paragraph 5.3 for such new versions and/or upgrades, unless may indicate that ACC approval/certification is "pending" for such new versions and/or upgrades until the IC Design is accepted during such notice periodACC has completed the audit process for those new versions and/or upgrades.

Testing and Acceptance. Within […***…] after RFM’s All acceptance testing of the Deliverables shall be conducted as follows: a. Following delivery of each Deliverable, You will have 3 business days (the IC Design File "Testing Period") to ST, ST shall manufacture conduct the tests for such Deliverable (the "Acceptance Tests") to evaluate whether such Deliverable materially conforms and deliver a commercially reasonable quantity of evaluation Product to RFM for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products performs in accordance with the applicable Evaluation Software and in the applicable Evaluation Circuit Design to determine if the IC Design for such Products conforms specifications schedule, attached to the applicable Order Form (the “Specifications. Upon completion of such testing, RFM shall provide ST with the data from such testing (“Evaluation Data”). Upon ST’s receipt Perks shall have the right to observe or participate in all or any part of such Acceptance Tests. b. Promptly upon the completion of the Evaluation DataAcceptance Tests, ST You shall evaluate whether notify Perks in writing of Your acceptance or, solely if the Evaluation Data indicates that Acceptance Tests identify any material failure of the IC Design conforms Deliverable to conform and perform in accordance with the Specifications in all material respects(each, a "Nonconformity"), rejection of the Deliverable. ST You shall accept or reject the IC Design based on the Evaluation Data not unreasonably withhold Your acceptance and shall give RFM written include in any rejection notice thereof within seven (7) calendar days after RFM’s delivery a detailed description of the Evaluation Data to STAcceptance Tests conducted, the results thereof and each identified Nonconformity. An IC Design Each Deliverable will be deemed accepted by ST You upon the expiration of the Testing Period therefor if RFM You has not received notification delivered a notice accepting or rejecting the Deliverable prior to such expiration. c. Subject to the provisions set forth in this Section VI, following receipt of a rejection of such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonablenotice, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM Perks shall use commercially reasonable efforts to correct any Deficiencies remedy all Nonconformities and redeliver a corrected IC Design File within […***…] after RFM’s receipt of re-deliver the rejection notice and Deliverable. Upon re-delivery, You shall have an additional Testing Period to conduct Acceptance Tests to determine whether each Nonconformity has been remedied. d. The parties shall repeat the foregoing provisions process set forth in this above until You have accepted the Deliverable as set forth in Section 3.3 shall be reapplied until the IC Design is accepted; VI.3, provided, however, that upon if Perks fails more than twice to remedy a material Nonconformity: (i) You may accept the […***…] Deliverable as nonconforming, in which case the fees will be reduced equitably to reflect the value of the Deliverable as received relative to the value of the Deliverable had it materially conformed and performed in accordance with the Specifications; or any subsequent rejection(ii) if You do not accept the Deliverable as non-conforming, either party may terminate this Agreement upon thirty (30) calendar days prior by written notice to the other party, unless . e. This Section VI sets forth Perks' sole obligations and Your exclusive remedies for any failure of any Deliverable to conform or perform in accordance with the IC Design is accepted during such notice periodSpecifications.

Testing and Acceptance. Within […***…] after RFM’s All acceptance testing of the Deliverables shall be conducted as follows: Following delivery of each Deliverable, You will have 3 business days (the IC Design File "Testing Period") to ST, ST shall manufacture conduct the tests for such Deliverable (the "Acceptance Tests") to evaluate whether such Deliverable materially conforms and deliver a commercially reasonable quantity of evaluation Product to RFM for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products performs in accordance with the applicable Evaluation Software and in the applicable Evaluation Circuit Design to determine if the IC Design for such Products conforms specifications schedule, attached to the applicable Order Form (the “Specifications. Upon completion of such testing, RFM shall provide ST with the data from such testing (“Evaluation Data”). Upon ST’s receipt Perks shall have the right to observe or participate in all or any part of such Acceptance Tests. Promptly upon the completion of the Evaluation DataAcceptance Tests, ST You shall evaluate whether notify Perks in writing of Your acceptance or, solely if the Evaluation Data indicates that Acceptance Tests identify any material failure of the IC Design conforms Deliverable to conform and perform in accordance with the Specifications in all material respects(each, a "Nonconformity"), rejection of the Deliverable. ST You shall accept or reject the IC Design based on the Evaluation Data not unreasonably withhold Your acceptance and shall give RFM written include in any rejection notice thereof within seven (7) calendar days after RFM’s delivery a detailed description of the Evaluation Data to STAcceptance Tests conducted, the results thereof and each identified Nonconformity. An IC Design Each Deliverable will be deemed accepted by ST You upon the expiration of the Testing Period therefor if RFM You has not received notification delivered a notice accepting or rejecting the Deliverable prior to such expiration. Subject to the provisions set forth in this Section VI, following receipt of a rejection of such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonablenotice, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM Perks shall use commercially reasonable efforts to correct any Deficiencies remedy all Nonconformities and redeliver a corrected IC Design File within […***…] after RFM’s receipt of re-deliver the rejection notice and Deliverable. Upon re-delivery, You shall have an additional Testing Period to conduct Acceptance Tests to determine whether each Nonconformity has been remedied. The parties shall repeat the foregoing provisions process set forth in this above until You have accepted the Deliverable as set forth in Section 3.3 shall be reapplied until the IC Design is accepted; ‎VI.3, provided, however, that upon if Perks fails more than twice to remedy a material Nonconformity: (i) You may accept the […***…] Deliverable as nonconforming, in which case the fees will be reduced equitably to reflect the value of the Deliverable as received relative to the value of the Deliverable had it materially conformed and performed in accordance with the Specifications; or any subsequent rejection(ii) if You do not accept the Deliverable as non-conforming, either party may terminate this Agreement upon thirty (30) calendar days prior by written notice to the other party, unless . This Section VI‎ sets forth Perks' sole obligations and Your exclusive remedies for any failure of any Deliverable to conform or perform in accordance with the IC Design is accepted during such notice periodSpecifications.

Testing and Acceptance. Within […***…] after RFM’s delivery of the IC Design File to ST, ST shall manufacture and deliver a Designer will exercise commercially reasonable quantity efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within 5 business days of evaluation Product to RFM for evaluation testing. Upon RFM’s receipt of such Products from STeach Deliverable, RFM shall test such Products with the applicable Evaluation Software and notify Designer, in the applicable Evaluation Circuit Design to determine if the IC Design for such Products conforms to the applicable Specifications. Upon completion writing, of any failure of such testing, RFM shall provide ST with the data from such testing (“Evaluation Data”). Upon ST’s receipt of the Evaluation Data, ST shall evaluate whether the Evaluation Data indicates that the IC Design conforms to the Specifications in all material respects. ST shall accept or reject the IC Design based on the Evaluation Data and shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery of the Evaluation Data to ST. An IC Design will be deemed accepted by ST if RFM has not received notification of rejection of such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonable, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails Deliverable to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM shall use commercially reasonable efforts to correct any Deficiencies and redeliver a corrected IC Design File within […***…] after RFM’s receipt of the rejection notice and the foregoing provisions specifications set forth in this Section 3.3 the Proposal, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be reapplied until sufficient to identify with clarity any objection, correction or change or amendment, and Designer will undertake to make the IC Design is same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted. 5. CLIENT RESPONSIBILITIES Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision-making with parties other than the Designer; (b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal; providedand (c) final proofreading and in the event that Client has approved Deliverables but errors, howeversuch as, that upon by way of example, not limitation, typographic errors or misspellings, remain in the […***…] finished product, Client shall incur the cost of correcting such errors. 6. ACCREDITATION/PROMOTIONS All displays or any subsequent rejectionpublications of the Deliverables shall bear accreditation and/or copyright notice in Designer’s name in the form, either size and location as incorporated by Designer in the Deliverables, or as otherwise directed by Designer. Designer retains the right to reproduce, publish and display the Deliverables in Designer’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party may terminate this Agreement upon thirty (30) calendar days prior written notice on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party, unless the IC Design is accepted during such notice period’s website.

Testing and Acceptance. Within […***…] after RFM’s delivery 6.1 At the dates set out in the Development Programme, the Customer shall commence the preparation of the IC Design File to ST, ST Acceptance Tests. The Supplier shall manufacture and deliver a commercially reasonable quantity of evaluation Product to RFM for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products with advise the applicable Evaluation Software and Customer in the applicable Evaluation Circuit Design to determine if the IC Design for such Products conforms relation to the applicable SpecificationsAcceptance Tests. Upon completion of such testing, RFM shall provide ST with the data from such testing (“Evaluation Data”). Upon ST’s receipt Selection of the Evaluation DataAcceptance Tests shall be at the discretion of the Customer but is subject to the approval of the Supplier not to be unreasonably withheld. The Supplier shall only be entitled to reject the Acceptance Tests suggested by the Customer upon the basis that they require the Website to operate in a manner not provided for by the Specification. The Supplier shall be deemed to have accepted the Acceptance Tests if he neither approves nor rejects them within 7 days of their disclosure by the Customer. 6.2 Following delivery and installation of the Website, ST the Customer shall evaluate whether carry out the Evaluation Data indicates Acceptance Tests or procure the carrying out of them at the time fixed. If the Project Co-­‐ordinator in his sole discretion considers that the IC Design conforms Website has materially failed to pass the Specifications in all material respects. ST Acceptance Tests, he shall accept or reject the IC Design based on the Evaluation Data and shall promptly give RFM written notice thereof within seven (7) calendar days after RFM’s delivery of the Evaluation Data to ST. An IC Design will be deemed accepted by ST if RFM has not received notification of rejection of such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonable, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM shall use commercially reasonable efforts to correct any Deficiencies and redeliver a corrected IC Design File within […***…] after RFM’s receipt of the rejection notice and the foregoing provisions set forth in this Section 3.3 shall be reapplied until the IC Design is accepted; provided, however, that upon the […***…] or any subsequent rejection, either party may terminate this Agreement upon thirty (30) calendar days prior written notice to the other partySupplier specifying why he considers that the Website has failed. On receipt of this notice the Supplier shall, unless subject to clause 7.3, free of charge to the IC Design Customer determine the causes for the failure and advise the Customer of them, and make the changes to the Website (including corrections or enhancements to the software used) necessary to ensure that it will pass the Acceptance Tests and perform in accordance with the Specifications (achievement of such passing and performance being referred to as 'successful completion'). Following the making of any such changes the Customer shall repeat or procure the repetition of such of the Acceptance Tests as are necessary on the same terms as set out above. 6.3 If the Website fails the Acceptance Tests and on investigation pursuant to clause 7.2 this proves to be as a result of an error by the Customer, the Supplier shall be entitled to charge for the costs of investigation and of making the changes that are necessary and agreed at the Supplier Scale. 6.4 The Supplier shall ensure that successful completion occurs on or before the date set out in the Development Programme for completion to occur. The date of successful completion shall be the date upon which the Customer accepts that it has occurred. If any delay in achieving successful completion is accepted during such notice perioddue to delay or error beyond the control of the Supplier, the relevant dates set out in the Development Programme shall be deemed deferred as agreed between the parties or determined by an expert's decision. 6.5 Notwithstanding any provisional acceptance or use of the Website by the Customer, final acceptance of it shall not occur until successful completion and shall be without prejudice to any of the Customer's rights set out in this agreement. 6.6 Risk of loss or damage of any kind to the Website, the software used, the Content or the documentation related to it shall pass to the Customer only upon successful completion.

Testing and Acceptance. Within […***…] after RFM’s delivery of 9.3.1 When Entegrata notifies Subscriber in writing that the IC Design File to STSubscription Services are ready for use in a production environment, ST Subscriber shall manufacture and deliver a commercially reasonable quantity of evaluation Product to RFM for evaluation testing. Upon RFM’s receipt of have 20 business days (or such Products from ST, RFM shall test such Products with the applicable Evaluation Software and other period as may be expressly set forth in the applicable Evaluation Circuit Design to determine if the IC Design for such Products conforms to the applicable Specifications. Upon completion of such testing, RFM shall provide ST with the data Order) from such testing (“Evaluation Data”). Upon ST’s receipt of the Evaluation Data, ST shall evaluate notice to test the Subscription Services to determine whether the Evaluation Data indicates that the IC Design conforms to the Specifications in all material respects. ST shall accept or reject the IC Design based on the Evaluation Data and shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery of the Evaluation Data to ST. An IC Design will be deemed accepted by ST if RFM has not received notification of rejection of such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonable, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to they comply with the Specifications in all material respects with the requirements of this Agreement and the Documentation. 9.3.2 Upon completion of Subscriber's testing, Subscriber shall notify Entegrata of its acceptance (collectively"Accept" or "Acceptance") or, if it has identified any noncompliance with the “Deficiencies”Agreement or the Documentation, rejection ("Reject" or "Rejection") so that RFM can have of the opportunity to correct Subscription Services or the Deficienciesparticular module(s) deemed noncompliant. If ST properly rejects Subscriber Rejects the IC DesignSubscription Services or module(s), RFM Subscriber shall use commercially provide a written list of noncompliant items that must be corrected. On receipt of Subscriber's notice, Entegrata shall promptly commence, at no additional cost or charge to Subscriber, all reasonable efforts to correct complete, as quickly as possible and in any Deficiencies and redeliver a corrected IC Design File event within […***…] after RFM’s 30 days from receipt of Subscriber's notice (or such other period as may be agreed upon by the rejection notice parties in writing), such necessary corrections, repairs, and modifications to the Subscription Services to bring them into full compliance with the Documentation. 9.3.3 If any corrective measures are required under Section 9.3.2, upon its completion of all such measures, Entegrata shall notify Subscriber in writing and the foregoing provisions process set forth in this Section 3.3 9.3.1 and Section 9.3.2 shall be reapplied until repeated; provided that if Subscriber reasonably determines that the IC Design is acceptedSubscription Services, as revised, still do not comply in all material respects with the Documentation, Subscriber may, in its sole discretion: (a) require Entegrata to repeat the correction process set forth in Section 9.3.2 at no additional cost or charge to Subscriber; provided, however, that upon the […***…] or any subsequent rejection, either party may or (b) terminate this Agreement upon thirty on ten (3010) calendar days prior days' advance written notice to Entegrata any and all of the other partyrelevant Order, unless with no liability, obligation, or penalty to Subscriber by reason of such termination. 9.3.4 If Subscriber elects to terminate the IC Design is accepted during relevant Order, Entegrata shall refund to Subscriber all sums previously paid to Entegrata under such Order. All refunds payable under this Section 9.3.4 shall be paid within ten Business Days of Subscriber's written notice periodof termination.

Testing and Acceptance. Within […***…] after RFM’s delivery Following completion of any Deliverable (as defined below) to be provided to Client hereunder, Client may test the IC Design File Deliverable to ST, ST shall manufacture and deliver a commercially reasonable quantity of evaluation Product determine whether the Deliverable conforms to RFM the specifications established for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products with the applicable Evaluation Software and Deliverable in the applicable Evaluation Circuit Design SOW for a period not to exceed thirty (30) days after delivery to Client of the Deliverable (the “Acceptance Period”). Upon the expiration of the Acceptance Period, Client will either (i) certify to DevFactory that the Deliverable is accepted (“Acceptance”); or (ii) deliver to DevFactory a written description of any specific failure of the Deliverable to conform to the applicable specifications. In no such written response is provided, the Deliverable shall be deemed to be Accepted and complete. Further, if the Deliverable substantially conforms to the specifications but Client identifies certain minor non-conformities, Client shall Accept the Deliverable and the parties shall work in good faith to either correct such non- conformities or agree on appropriate Work Credits (as defined below) to compensate Client for such non-conformities. Upon proper notice of a failure of Acceptance, DevFactory will promptly undertake such corrections as are necessary for the Deliverable to conform to the specifications and DevFactory will notify Client when such corrections and modifications have been made. If DevFactory has performed corrections to the Deliverable, Client will have thirty (30) days after delivery of such corrections to perform acceptance testing to determine if whether the IC Design for such Products Deliverable conforms to the applicable Specificationsspecifications. Upon completion of such testingIf after a second attempt the Deliverable still does not conform to the applicable specifications, RFM Client shall have the right to (1) allow continued attempts to correct the Deliverable, subject to this Section 1.4, or (2) terminate the applicable service obligation for the failed deliverable and receive a Work Credit (as defined below) to just that failed Deliverable. If DevFactory notifies Client that Client has failed to properly provide ST with notice that a Deliverable has failed, if Client otherwise improperly fails to Accept a Deliverable, or if the data from such testing (“Evaluation Data”). Upon ST’s receipt of the Evaluation Data, ST shall evaluate parties disagree as to whether the Evaluation Data indicates that the IC Design a Deliverable substantially conforms to the Specifications in all material respects. ST shall accept or reject the IC Design based on the Evaluation Data and shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery of the Evaluation Data to ST. An IC Design will be deemed accepted by ST if RFM has not received notification of rejection of specifications, such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonable, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM shall use commercially reasonable efforts to correct any Deficiencies and redeliver a corrected IC Design File within […***…] after RFM’s receipt of the rejection notice and the foregoing provisions set forth in this Section 3.3 dispute shall be reapplied until the IC Design is accepted; providedresolved in accordance with Section 12.16. For clarity, howeverany concerns by Client that a Deliverable does not meet Client’s expectations, that upon the […***…] or any subsequent rejectionbut otherwise complies with all applicable specifications, either party may terminate shall not be actionable under this Agreement upon thirty (30) calendar days prior written notice to the other partyprovision, unless the IC Design is accepted during such notice periodbut, rather, shall constitute an additional service request.

Testing and Acceptance. Within […***…] after RFM’s delivery of The PMR Service shall, upon completion, be ---------------------- subjected to such testing as each party may desire to conduct, and the IC Design File to ST, ST shall manufacture PMR Service will not be deployed until approved by both Company and deliver a commercially reasonable quantity of evaluation Product to RFM for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products with the applicable Evaluation Software and in the applicable Evaluation Circuit Design to determine if the IC Design for such Products conforms to the applicable SpecificationsAOL. Upon completion of any such testingtesting conducted by AOL, RFM AOL shall provide ST with the data from such testing (“Evaluation Data”). Upon ST’s receipt Company written notice of approval or disapproval of the Evaluation DataPMR Service. The Development Plan and/or Project Timetable shall set forth more detailed procedures, ST responsibilities and timetables for the acceptance testing process. Any disapproval by AOL shall evaluate whether the Evaluation Data indicates be based upon AOL's determination that the IC Design conforms PMR Service fails to conform to the Specifications in all material respectsDevelopment Plan or is not suitable for commercial release and deployment. ST shall accept or reject In the IC Design based on the Evaluation Data and event of disapproval by AOL, AOL shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery its reasons for disapproval in reasonable detail, specifying the nature of the Evaluation Data to ST. An IC Design will be deemed accepted by ST if RFM has not received notification of rejection of such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonabledeficiencies, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM Company shall thereafter use commercially reasonable efforts to correct any Deficiencies modify the PMR Service and redeliver a corrected IC Design File within […***…] after RFM’s receipt resubmit it for further acceptance testing by AOL. This process shall continue until the PMR Service has been approved by AOL. The date on which AOL notifies Company that AOL approves the PMR Service is referred to herein as the "AOL Approval Date." Any subsequent enhancements, modifications or revisions to the PMR Service will also be subject to AOL's and Company's approval of the rejection notice specifications therefor and the foregoing provisions AOL's and Company's testing and approval thereof as set forth in this Section 3.3 shall 1.5. No changes or additions will be reapplied until the IC Design is accepted; provided, however, that upon the […***…] or any subsequent rejection, either party may terminate this Agreement upon thirty (30) calendar days prior written notice made to the PMR Service until such changes or additions (a) conform with specifications agreed to by AOL, (b) conform with then-existing technologies identified by AOL which are optimized for the AOL Service and are compatible with AOL's then-available client and host software and the AOL Network; (c) meet AOL's then current reasonable volume and performance requirements; (d) meet such other party, unless the IC Design is requirements as AOL may reasonably require as a condition to acceptance of such changes or additions; and (e) have been accepted during such notice periodpursuant to this Section 1.5.

Testing and Acceptance. Within […***…] after RFM’s delivery of the IC Design File to ST, ST shall manufacture and deliver a commercially reasonable quantity of evaluation Product to RFM for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products with the applicable Evaluation Software and in the applicable Evaluation Circuit Design to determine if the IC Design for such Products conforms to the applicable Specifications. Upon completion of such testing, RFM shall provide ST with the data from such testing (“Evaluation Data”). Upon ST’s receipt of the Evaluation Data, ST shall evaluate whether the Evaluation Data indicates that the IC Design conforms to the Specifications in all material respects. ST shall accept or reject the IC Design based on the Evaluation Data and shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery of the Evaluation Data to ST. An IC Design will be deemed accepted by ST if RFM has not received notification of rejection of such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonable, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM shall use commercially reasonable efforts to correct any Deficiencies and redeliver a corrected IC Design File within […***…] after RFM’s receipt of the rejection notice and the foregoing provisions set forth in this Section 3.3 shall be reapplied until the IC Design is accepted; provided, however, that upon the […***…] or any subsequent rejection, either party may terminate this Agreement upon thirty (30) calendar days prior written notice to the other party, unless the IC Design is accepted during such notice period.. ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406

Testing and Acceptance. Within […***…] after RFM’s delivery 6.1 At the dates set out in the Development Programme, the Customer shall commence the preparation of the IC Design File to ST, ST Acceptance Tests. The Supplier shall manufacture and deliver a commercially reasonable quantity of evaluation Product to RFM for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products with advise the applicable Evaluation Software and Customer in the applicable Evaluation Circuit Design to determine if the IC Design for such Products conforms relation to the applicable SpecificationsAcceptance Tests. Upon completion of such testing, RFM shall provide ST with the data from such testing (“Evaluation Data”). Upon ST’s receipt Selection of the Evaluation DataAcceptance Tests shall be at the discretion of the Customer but is subject to the approval of the Supplier not to be unreasonably withheld. The Supplier shall only be entitled to reject the Acceptance Tests suggested by the Customer upon the basis that they require the Website to operate in a manner not provided for by the Specification. The Supplier shall be deemed to have accepted the Acceptance Tests if he neither approves nor rejects them within 7 days of their disclosure by the Customer. 6.2 Following delivery and installation of the Website, ST the Customer shall evaluate whether carry out the Evaluation Data indicates Acceptance Tests or procure the carrying out of them at the time fixed. If the Project Co- ordinator in his sole discretion considers that the IC Design conforms Website has materially failed to pass the Specifications in all material respects. ST Acceptance Tests, he shall accept or reject the IC Design based on the Evaluation Data and shall promptly give RFM written notice thereof within seven (7) calendar days after RFM’s delivery of the Evaluation Data to ST. An IC Design will be deemed accepted by ST if RFM has not received notification of rejection of such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonable, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM shall use commercially reasonable efforts to correct any Deficiencies and redeliver a corrected IC Design File within […***…] after RFM’s receipt of the rejection notice and the foregoing provisions set forth in this Section 3.3 shall be reapplied until the IC Design is accepted; provided, however, that upon the […***…] or any subsequent rejection, either party may terminate this Agreement upon thirty (30) calendar days prior written notice to the other partySupplier specifying why he considers that the Website has failed. On receipt of this notice the Supplier shall, unless subject to clause 7.3, free of charge to the IC Design Customer determine the causes for the failure and advise the Customer of them, and make the changes to the Website (including corrections or enhancements to the software used) necessary to ensure that it will pass the Acceptance Tests and perform in accordance with the Specifications (achievement of such passing and performance being referred to as 'successful completion'). Following the making of any such changes the Customer shall repeat or procure the repetition of such of the Acceptance Tests as are necessary on the same terms as set out above. 6.3 If the Website fails the Acceptance Tests and on investigation pursuant to clause 7.2 this proves to be as a result of an error by the Customer, the Supplier shall be entitled to charge for the costs of investigation and of making the changes that are necessary and agreed at the Supplier Scale. 6.4 The Supplier shall ensure that successful completion occurs on or before the date set out in the Development Programme for completion to occur. The date of successful completion shall be the date upon which the Customer accepts that it has occurred. If any delay in achieving successful completion is accepted during such notice perioddue to delay or error beyond the control of the Supplier, the relevant dates set out in the Development Programme shall be deemed deferred as agreed between the parties or determined by an expert's decision. 6.5 Notwithstanding any provisional acceptance or use of the Website by the Customer, final acceptance of it shall not occur until successful completion and shall be without prejudice to any of the Customer's rights set out in this agreement. 6.6 Risk of loss or damage of any kind to the Website, the software used, the Content or the documentation related to it shall pass to the Customer only upon successful completion.

Testing and Acceptance. Within Customer shall have […***…] after RFM’s the delivery to Customer of the IC Design File to ST, ST shall manufacture and deliver a commercially reasonable quantity order of evaluation Product to RFM for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products with the applicable Evaluation Software and in the applicable Evaluation Circuit Design QS-21 supplied hereunder to determine if the IC Design for such Products conforms to the applicable Specifications. Upon completion of such testing, RFM shall provide ST with the data from such testing (“Evaluation Data”). Upon ST’s receipt of the Evaluation Data, ST shall evaluate whether the Evaluation Data indicates that the IC Design QS-21 conforms to the Specifications in all material respects(using the same validated test methods as the Supplier) and order quantity. ST Supplier shall accept or reject the IC Design based on the Evaluation Data transfer [**] and shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery [**] to enable qualification of the Evaluation Data to ST[**]. An IC Design Customer will be deemed accepted to have acknowledged that an order of QS-21 conforms to the Specifications and order quantity and is accepted, unless Customer rejects the QS-21 order by ST if RFM has not received notification giving written notice of rejection of non-conformity to Supplier within such IC Design from ST within seven (7) calendar days after RFM’s delivery of [**] period. If Customer determines that the applicable Evaluation Data QS-21 order fails to ST. ST’s refusal to accept meet the IC Design must be reasonableSpecifications, must be or that there is a shortage in the quantity delivered, it shall promptly so notify Supplier in writing and must be accompanied by a reasonably detailed description within such [**] period. Any such notice shall specify the reason, with supporting documentation, for the non-conformity or the details of any quantity shortage, as the manner in which case may be. In the IC Design fails to comply event that Supplier agrees that an order of QS-21 is non-conforming with the Specifications or that there was a shortage in all material respects quantity delivered, Supplier shall, at its own cost (collectively, the “Deficiencies”including shipping) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM shall use commercially reasonable efforts to correct any Deficiencies replace the non-conforming quantities of QS-21 or make up the shortage, as soon as reasonably possible. If Supplier does not agree that the particular order of QS-21 fails to meet the Specifications or that it delivered a shortage of QS-21, it shall notify Customer and redeliver the Parties (through the Steering Committee) shall try to negotiate a corrected IC Design File within mutually satisfactory resolution of their differences. Should a dispute over the conformity of a QS-21 order persist beyond […***…] days after RFMSupplier’s notice to Customer of disagreement, a representative sample of the QS-21 at issue shall be submitted to an independent testing laboratory designated by Customer and reasonably agreeable to Supplier for testing against the Specifications using the same validated test methods in use at Supplier. Both Parties shall cooperate in method transfer and supply of reference materials to enable qualification of the independent test laboratory. The test results obtained from such laboratory shall be final and binding on the Parties. The cost of such test shall be borne by the Party whose results disagree with those of the independent laboratory. Where the test results demonstrate that the QS-21 order fails to meet any of the Specifications, Supplier shall replace the non-conforming quantities of QS-21 at no additional cost to Customer as soon as reasonably possible after receipt of the rejection notice and the foregoing such results. The provisions set forth in of this Section 3.3 shall not apply to any QS-21 damaged or lost in transit after delivery by Supplier to the common carrier, which shall be reapplied until the IC Design is accepted; provided, however, that upon the […***…] or any subsequent rejection, either party may terminate this Agreement upon thirty (30) calendar days prior written notice to the other party, unless the IC Design is accepted during such notice periodresponsibility of Customer.