Common use of Testing and Acceptance Clause in Contracts

Testing and Acceptance. (a) When Supplier notifies the University in writing that the Services are ready for use in a production environment, the University will have thirty (30) days (or such other period as may be agreed upon by the Parties in writing) from receipt of the notice to test the Services to determine whether they comply in all material respects with the requirements of this Agreement and the Specifications. (b) Upon completion of the University’s testing, the University will notify Supplier of its acceptance (“Accept” or “Acceptance”) or, if it has identified any noncompliance with the Specifications, rejection (“Reject” or “Rejection”) of the Services. If the University Rejects the Services, the University will provide a written list of items that must be corrected. On receipt of the University’s notice, Supplier will promptly commence, at no additional cost or charge to the University, all reasonable efforts to complete, as quickly as possible and in any event within twenty (20) days (or such other period as may be agreed upon by the Parties in writing) from receipt of the University’s notice, such necessary corrections, repairs and modifications to the Services to bring them into full compliance with the Specifications. (c) If any corrective measures are required under Section 4.2(b), upon completion of all such measures, Supplier will notify the University in writing and the process set forth in Section 4.2(a) and Section 4.2(b) will be repeated; provided that if the University determines that the Services, as revised, still do not comply in all material respects with the Specifications, the University may, in its sole discretion: (i) require the Supplier to repeat the correction process set forth in Section 4.2(b) at no additional cost or charge to the University; or (ii) terminate this Agreement for cause. (d) The parties will repeat the foregoing procedure until the University Accepts the Services or elects to terminate this Agreement as provided in Section 4.2(c)(ii) above. If the University so terminates this Agreement, Supplier must refund to the University all sums previously paid to Supplier within ten (10) Business Days of the University’s written notice of termination, and the University will be relieved of all obligations thereunder.

Testing and Acceptance. (ai) When Supplier EUNA notifies the University Customer in writing that the Services are a specific Deliverable is ready for use in a production environment, the University will Customer shall have thirty (30) no less than 30 days (or such other period as may be agreed upon by expressly set forth in the Parties in writingapplicable Order Form or Statement of Work) from receipt of the notice to test the Services to Deliverable and determine whether they comply it complies in all material respects with the requirements of this Agreement and the Specificationsany applicable specifications. (bii) Upon completion of the UniversityCustomer’s testing, the University will Customer shall notify Supplier XXXX of its acceptance (“Accept” or “Acceptance”) or, if it has identified any noncompliance with the Specificationsany specifications, rejection (“Reject” or “Rejection”) of the ServicesDeliverable. If the University Customer Rejects the ServicesDeliverable, the University will Customer shall provide a written list of items that must be corrected. On receipt of the UniversityCustomer’s notice, Supplier will EUNA shall promptly commence, at no additional cost or charge to the UniversityCustomer, all reasonable efforts to complete, as quickly as possible and in any event within twenty (20) 20 days from receipt of Customer’s notice (or such other period as may be agreed upon by the Parties parties in writing) from receipt of the University’s notice), such necessary corrections, repairs repairs, and modifications to the Services Deliverable to bring them into full compliance with the Specificationsspecifications. (ciii) If any corrective measures are required under Section 4.2(b6.e.(ii), upon its completion of all such measures, Supplier will EUNA shall notify the University Customer in writing and the process set forth in Section 4.2(a6.e.(i) and Section 4.2(b6.e.(ii) will shall be repeated; provided that if the University Customer determines that the ServicesDeliverable, as revised, still do does not comply in all material respects with the Specificationsspecifications, the University Customer may, in its sole discretion: (i1) require the Supplier XXXX to repeat the correction correction, repair, and modification process set forth in Section 4.2(b6.e.(ii) at no additional cost or charge to the UniversityCustomer; or (ii2) terminate this consider XXXX to be in material breach of the Agreement for cause.and proceed in accordance with Sections 7 and 10.d hereof (div) The parties will shall repeat the foregoing procedure until the University Customer Accepts the Services Deliverable or elects to terminate this Agreement Agreement, the relevant Order Form, or any other Order Forms as provided in Section 4.2(c)(ii6.e(iii)(2) above. If the University so terminates this Agreement, Supplier must refund to the University all sums previously paid to Supplier within ten (10) Business Days of the University’s written notice of termination, and the University will be relieved of all obligations thereunder.

Testing and Acceptance. (a) When Supplier Provider notifies the University Customer in writing that the Hosted Services are ready for use in a production environment, the University will Customer shall have thirty (30) 60 days (or such other period as may be agreed upon by expressly set forth in the Parties in writingapplicable Service Order) from receipt of the notice to test the Hosted Services to determine whether they comply in all material respects with the requirements of this Agreement and the Specifications. (b) Upon completion of the UniversityCustomer’s testing, the University will Customer shall notify Supplier Provider of its acceptance (“”Accept” or “Acceptance”) or, if it has identified any noncompliance with the Specifications, rejection (“”Reject” or “Rejection”) of the Hosted Services. If the University Customer Rejects the Hosted Services, the University will Customer shall provide a written list of items that must be corrected. On receipt of the UniversityCustomer’s notice, Supplier will Provider shall promptly commence, at no additional cost or charge to the UniversityCustomer, all reasonable efforts to complete, as quickly as possible and in any event within twenty (20) 20 days from receipt of Customer’s notice (or such other period as may be agreed upon by the Parties in writing) from receipt of the University’s notice), such necessary corrections, repairs repairs, and modifications to the Hosted Services to bring them into full compliance with the Specifications. (c) If any corrective measures are required under Section 4.2(b), upon its completion of all such measures, Supplier will Provider shall notify the University Customer in writing and the process set forth in Section 4.2(a) and Section 4.2(b) will shall be repeated; provided that if the University Customer determines that the Hosted Services, as revised, still do not comply in all material respects with the Specifications, the University Customer may, in its sole discretion: (i) require the Supplier Provider to repeat the correction correction, repair and modification process set forth in Section 4.2(b) at no additional cost or charge to the UniversityCustomer; or (ii) terminate on 5 days’ advance written notice to Provider any and all of the relevant Service Order, this Agreement and any other Service Order(s), with no liability, obligation or penalty to Customer by reason of such termination of any of these instruments or for causeany reason under or in connection with such terminated relevant Service Order. (d) The parties will shall repeat the foregoing procedure until the University Customer Accepts the Hosted Services or elects to terminate this Agreement Agreement, the relevant Service Order or any other Service Orders as provided in Section 4.2(c)(ii) above. If If, exercising its rights under Section 4.2(c)(ii), Customer elects to terminate: (i) solely the University so terminates this Agreementrelevant Service Order, Supplier must Provider shall refund to the University Customer all sums previously paid to Supplier Provider under such Service Order; (ii) this Agreement (including the relevant Service Order), Provider shall refund to Customer all sums previously paid to Provider under the relevant Service Order and any prepaid Fees for Services that have not been provided under this Agreement, including any other Service Order hereunder; or (iii) any other Service Order(s) (but not the entirety of this Agreement), Provider shall refund to Customer any prepaid Fees for Services that have not been provided under such other Service Order(s) and, if Customer also terminates the relevant Service Order, all sums previously paid to Provider under such Service Order. All refunds payable under this Section 4.2(d) shall be paid within ten (10) [ten/[OTHER NUMBER] Business Days of the UniversityCustomer’s written notice of termination, and the University will be relieved of all obligations thereundertermination under Section 4.2(c)(ii).

Testing and Acceptance. (a) When Supplier Provider notifies the University Customer in writing that the Hosted Services are ready for use in a production environment, the University will Customer shall have thirty (30) 90 days (or such other period as may be agreed upon by expressly set forth in the Parties in writingapplicable Service Order) from receipt of the notice to test the Hosted Services to determine whether they comply in all material respects with the requirements of this Agreement and the Specifications. (b) Upon completion of the UniversityCustomer’s testing, the University will Customer shall notify Supplier Provider of its acceptance (“”Accept” or “Acceptance”) or, if it has identified any noncompliance with the Specifications, rejection (“”Reject” or “Rejection”) of the Hosted Services. If the University Customer Rejects the Hosted Services, the University will Customer shall provide a written list of items that must be corrected. On receipt of the UniversityCustomer’s notice, Supplier will Provider shall promptly commence, at no additional cost or charge to the UniversityCustomer, all reasonable efforts to complete, as quickly as possible and in any event within twenty (20) 14 days from receipt of Customer’s notice (or such other period as may be agreed upon by the Parties in writing) from receipt of the University’s notice), such necessary corrections, repairs repairs, and modifications to the Hosted Services to bring them into full compliance with the Specifications. (c) If any corrective measures are required under Section 4.2(b), upon its completion of all such measures, Supplier will Provider shall notify the University Customer in writing and the process set forth in Section 4.2(a) and Section 4.2(b) will shall be repeated; provided that if the University Customer determines that the Hosted Services, as revised, still do not comply in all material respects with the Specifications, the University Customer may, in its sole discretion: (i) require the Supplier Provider to repeat the correction correction, repair and modification process set forth in Section 4.2(b) at no additional cost or charge to the UniversityCustomer; or (ii) terminate any and all of the relevant Service Order, this Agreement and any other Service Order(s), with no liability, obligation or penalty to Customer by reason of such termination of any of these instruments or for causeany reason under or in connection with such terminated relevant Service Order. (d) The parties will shall repeat the foregoing procedure until the University Customer Accepts the Hosted Services or elects to terminate this Agreement Agreement, the relevant Service Order or any other Service Orders as provided in Section 4.2(c)(ii) above. If If, exercising its rights under Section 4.2(c)(ii), Customer elects to terminate: (i) solely the University so terminates this Agreementrelevant Service Order, Supplier must Provider shall refund to the University Customer all sums previously paid to Supplier Provider under such Service Order; (ii) this Agreement (including the relevant Service Order), Provider shall refund to Customer all sums previously paid to Provider under the relevant Service Order and any prepaid Fees for Services that have not been provided under this Agreement, including any other Service Order hereunder; or (iii) any other Service Order(s) (but not the entirety of this Agreement), Provider shall refund to Customer any prepaid Fees for Services that have not been provided under such other Service Order(s) and, if Customer also terminates the relevant Service Order, all sums previously paid to Provider under such Service Order. All refunds payable under this Section 4.2(d) shall be paid within ten (10) Business Days of the UniversityCustomer’s written notice of termination, and the University will be relieved of all obligations thereundertermination under Section 4.2(c)(ii).

Testing and Acceptance. (9.1 In connection with the preparation for and carrying out of Acceptance Tests:- a) When the Customer will provide suitable hardware and accommodation for the test environment; and b) the Supplier notifies will provide reasonable resources to support the University in writing that Customers carrying out of the Services are ready for use in a production environment, Acceptance Tests. The overall management of the University test process will have thirty (30) days be the responsibility of the Customer. 9.2 The Supplier shall provide to the Customer not less than 10 Business Days’ written notification (or such other period time frame as may be agreed upon between the parties) that the System is ready for Acceptance Tests. 9.3 Acceptance Tests shall be carried out in accordance with Schedule 3. 9.4 Subject to Clause 9.9, the Customer shall accept the System on the date that the Customer accepts that the System has passed the Acceptance Tests and such acceptance not to be unreasonably withheld or delayed by the Parties Customer. 9.5 If the System fails the Acceptance Tests (disregarding any minor and inconsequential failures) then the Supplier shall forthwith rectify free of charge such Defects in the System as are notified by the Customer to the Supplier in writing) from receipt , in accordance with this Clause and in sufficient time to make possible the repetition of the Acceptance Tests within 10 Business Days of the date of notice of failure given by the Customer (or such later date as the Customer may agree) (the “First Repeat Acceptance Tests”). In supplying notice of the Defects the Customer shall detail the Defects clearly and in sufficient detail as will allow the Supplier to address the Defect, shall give the Supplier such other information regarding the Defect as the Supplier may request and shall give such notice to test the Services to determine whether they comply in all material respects with the requirements of this Agreement and the Specifications. (b) Upon Supplier promptly upon completion of the University’s testing, the University will notify Supplier of its acceptance (“Accept” or “Acceptance”) or, if it has identified any noncompliance with the Specifications, rejection (“Reject” or “Rejection”) of the Services. If the University Rejects the Services, the University will provide a written list of items that must be corrected. On receipt of the University’s notice, Supplier will promptly commence, at no additional cost or charge to the University, all reasonable efforts to complete, as quickly as possible and in any event within twenty (20) days (or such other period as may be agreed upon by the Parties in writing) from receipt of the University’s notice, such necessary corrections, repairs and modifications to the Services to bring them into full compliance with the SpecificationsAcceptance Tests. (c) 9.6 If any corrective measures are required under Section 4.2(b), upon completion of all such measures, Supplier will notify a System fails the University in writing and First Repeat Acceptance Tests then the process set forth in Section 4.2(a) and Section 4.2(b) will be repeated; provided that if the University determines that the Services, as revised, still do not comply in all material respects with the Specifications, the University may, in Customer shall at its sole discretion:option:- (ia) require the Supplier by written notice to repeat forthwith rectify free of charge such Defects in the correction process set forth in Section 4.2(b) at no additional cost or charge System as are notified by the Customer to the University; or Supplier in writing, in accordance with this Clause and as are necessary to enable the System to pass repeat Acceptance Tests (ii) terminate this Agreement for cause. (d) The parties the “Second Repeat Acceptance Tests”). In supplying notice of the Defects the Customer shall detail the Defects clearly and in sufficient detail as will repeat allow the foregoing procedure until Supplier to address the University Accepts Defect, shall give the Services or elects to terminate this Agreement Supplier such other information regarding the Defect as provided in Section 4.2(c)(ii) above. If the University so terminates this Agreement, Supplier must refund may request and shall give such notice to the University all sums previously paid to Supplier promptly upon completion of the First Repeat Acceptance Tests. The Second Repeat Acceptance Tests shall (if possible) be carried out within ten (10) 10 Business Days of the University’s written notice date of terminationfailure. If the Supplier shall not have completed such alterations or modifications by the 10th Business Day after the First Repeat Acceptance Tests or if the System shall fail the Second Repeat Acceptance Tests then the Customer shall be entitled at its option to proceed under Clause 9.6(b) to (c) below; b) agree to a new date for carrying out further Repeat Acceptance Tests on the same terms and conditions as the Second Repeat Acceptance Tests; or c) accept such Second Repeat Acceptance Tests subject to an abatement of the charges set out in this Agreement, such abatement to be such amount as is agreed between the parties and if the University will parties hereto fail to agree the amount of any such abatement, the provisions of Clause 21 below shall apply. 9.7 The parties hereby agree to provide each other all such assistance, information and advice as is reasonable in connection with the tests to be relieved carried out pursuant to this Clause 9. 9.8 For the avoidance of all obligations thereunderdoubt, references in this Clause 9 to “minor and inconsequential failures” shall be failures which in the Customer's reasonable view do not unduly inhibit its normal business practices. 9.9 The System shall be deemed to have been successfully accepted by the Customer pursuant to this Clause 9 either 90 days after the System has passed the Acceptance Tests or 90 days after the Go Live Date whichever is sooner.

Testing and Acceptance. Troika will test the Ported Software to ensure that it meets the acceptance criteria set forth in Exhibit D (a) When Supplier notifies the University "Acceptance Criteria"). Upon successful completion of such testing, Troika shall deliver to JNI the Ported Software, in writing that the Services are ready for use in a production environment, the University will object code and source code form. JNI shall have thirty (30) days after the date of such delivery to test and inspect the Ported Software. If the Ported Software fails to meet the Acceptance Criteria, then JNI may return the Ported Software to Troika, along with a report specifying in reasonably specific detail the nature of such failure. Upon receipt of such report, Troika shall promptly modify or replace the Ported Software such that it conforms to the Acceptance Criteria, and shall re-deliver the Ported Software to JNI for acceptance in accordance with this Section 3.4; provided, however, that if Troika in good faith disputes such failure, then Troika shall notify JNI in writing of such dispute within five (5) days after its receipt of JNI's report, and the following procedures shall apply: (a) Within five (5) days after JNI's receipt of Troika's written notice of the existence of a dispute, the parties' respective CTOs (or such a suitable designee) shall confer with each other period as may be agreed upon by to resolve the Parties dispute in writing) from receipt of the notice to test the Services to determine whether they comply in all material respects with the requirements of this Agreement and the Specificationsgood faith. (b) Upon completion of If the University’s testingdispute is not resolved by the parties' CTOs within said 5-day period, the University will notify Supplier of its acceptance parties shall immediately submit the dispute to a mutually agreed neutral third party mediator who shall be an information technology expert knowledgeable in the HBA field (“Accept” or “Acceptance”the "Mediator"). Within five (5) or, if it has identified any noncompliance with the Specifications, rejection (“Reject” or “Rejection”) of the Services. If the University Rejects the Servicesdays after such submission, the University will parties shall provide the Mediator with all pertinent information and documentation relating to the Ported Software (including, without limitation, all development and testing documentation), provided that the Mediator has executed a written list of items that must be correctednondisclosure agreement. On receipt of the University’s notice, Supplier will promptly commence, at no additional cost or charge Each party shall also submit its arguments and supporting evidence to the University, all reasonable efforts to complete, as quickly as possible and in any event Mediator within twenty (20) days (or such other period as may be agreed upon by the Parties in writing) from receipt of the University’s notice, such necessary corrections, repairs and modifications to the Services to bring them into full compliance with the Specifications. (c) If any corrective measures are required under Section 4.2(b), upon completion of all such measures, Supplier will notify the University in writing and the process set forth in Section 4.2(a) and Section 4.2(b) will be repeated; provided that if the University determines that the Services, as revised, still do not comply in all material respects with the Specifications, the University may, in its sole discretion: (i) require the Supplier to repeat the correction process set forth in Section 4.2(b) at no additional cost or charge to the University; or (ii) terminate this Agreement for cause. (d) 5-day period. The parties will repeat the foregoing procedure until the University Accepts the Services or elects to terminate this Agreement as provided in Section 4.2(c)(ii) above. If the University so terminates this Agreement, Supplier must refund to the University all sums previously paid to Supplier within Mediator shall have ten (10) Business Days days thereafter to review all pertinent information and documentation relating to the Ported Software, as well as each party's arguments and supporting evidence. During such 10-day period, each party shall be given an opportunity to review the other party's arguments and supporting evidence and submit a response thereto to the Mediator. At the end of such 10-day period, the Mediator shall issue a written decision as to whether the Ported Software meets the Acceptance Criteria, based on his or her review of all pertinent information and documentation relating to the Ported Software and the arguments, supporting evidence and responses of the University’s parties. The costs of engaging the Mediator shall be borne equally by the parties. Upon said written notice decision by the Mediator, the parties hereto shall execute and deliver to each other a written statement endorsing and accepting the Mediator's decision and confirming that the Mediator's decision shall be deemed to be a final and legally binding agreement and conclusion of terminationthe parties as to whether the Ported Software meets the Acceptance Criteria. Troika and JNI hereby expressly agree that such agreement and conclusion shall not be subject to further arbitration, and the University will be relieved of all obligations thereunderlitigation or any other dispute resolution proceedings.