Common use of Testing and Sampling Clause in Contracts

Testing and Sampling. The Contractor shall allow periodic and random testing and sampling of the CAS, as well as the Contractor’s other processes and systems used in performing its obligations under this Contract. The Contractor shall maintain procedures and mechanisms to provide persons authorized by the Governing Board and the Streamlined States with timely and reasonable access (either onsite or remote) to any documentation, system, database or system component needed to perform such tests or sampling. The Governing Board shall maintain a Testing Central (TC) program for the purpose of monitoring and communicating information regarding system changes and for communicating with the Contractor regarding changes to CSP requirements. The Contractor shall comply with all requirements and procedures established by TC for the performance of TC’s responsibilities and functions. The parties understand that system performance and/or availability may be affected by testing and sampling activities, and the Governing Board and the Streamlined States shall cooperate with the Contractor in establishing procedures designed to minimize those effects. The Contractor releases the Governing Board and persons authorized by the Governing Board and the Streamlined States from any and all liability for damages that may arise from system availability restrictions and other disruptions caused by such activities, unless such damages are the result of gross negligence or intentional misconduct. If the Contractor establishes that testing and sampling activities are directly responsible for the Contractor’s failure to perform its obligations under this Contract, the Contractor shall not be deemed in Breach, so long as the Contractor undertakes timely and appropriate measures to mitigate the adverse effects caused by the failure. The Governing Board and the Streamlined States shall cooperate in protecting any proprietary, trade secret, or other confidential information accessed during testing and sampling activities, including the execution of reasonable confidentiality agreements submitted by the Contractor and approved by the Executive Director of the Governing Board. In cases where the Governing Board or the Streamlined States require access to the Contractor’s computer source code, the Contractor shall have the right to limit the inspection of the source code to the Contractor’s own location or another secure location selected by the Contractor.

Testing and Sampling. The Contractor shall allow authorize periodic and random testing and sampling of the CASAutomated System, as well as the Contractor’s other processes and systems used in performing its obligations under this Contract. The Contractor shall maintain procedures and mechanisms to provide persons authorized by the Governing Board Board, Member States and the Streamlined Associate Member States with timely and reasonable access (either onsite or remote) to any documentation, system, database or system component needed to perform such tests or sampling. The Governing Board shall maintain a Testing Central (TC) program for the purpose of monitoring and communicating information regarding system changes and for communicating with the Contractor regarding changes to CSP requirements. The Contractor shall comply with all requirements and procedures established by TC for the performance of TC’s responsibilities and functions. The parties understand that system performance and/or availability may be affected by testing and sampling activities, and the Governing Board Board, Member States and the Streamlined Associate Member States shall cooperate with the Contractor in establishing procedures designed to minimize those effects. The Contractor releases the Governing Board and persons authorized by the Governing Board Board, Member States and the Streamlined Associate Member States from any and all liability for damages that may arise from system availability restrictions and other disruptions caused by such activities, unless such damages are the result of gross negligence or intentional misconduct. If the Contractor establishes that testing and sampling activities are directly responsible for the Contractor’s failure to perform its obligations under this Contract, the Contractor shall not be deemed in Breach, so long as the Contractor undertakes timely and appropriate measures to mitigate the adverse effects caused by the failure. The Governing Board Board, Member States and the Streamlined Associate Member States shall cooperate in protecting any proprietary, trade secret, or other confidential information accessed during testing and sampling activities, including the execution of reasonable confidentiality agreements submitted by the Contractor and approved by the Executive Director of the Governing Board. In cases where the Governing Board Board, Member States, or the Streamlined Associate Member States require access to the Contractor’s computer source code, the Contractor shall have the right to limit the inspection of the source code to the Contractor’s own location or another secure location selected by the Contractor.

Testing and Sampling. The Contractor shall allow authorizeallow periodic and random testing and sampling of the CASAutomated SystemCAS, as well as the Contractor’s other processes and systems used in performing its obligations under this Contract. The Contractor shall maintain procedures and mechanisms to provide persons authorized by the Governing Board Board, Member States, Contingent Member States and the Streamlined Associate Member States with timely and reasonable access (either onsite or remote) to any documentation, system, database or system component needed to perform such tests or sampling. The Governing Board shall maintain a Testing Central (TC) program for the purpose of monitoring and communicating information regarding system changes and for communicating with the Contractor regarding changes to CSP requirements. The Contractor shall comply with all requirements and procedures established by TC for the performance of TC’s responsibilities and functions. The parties understand that system performance and/or availability may be affected by testing and sampling activities, and the Governing Board Board, Member States, Contingent Member States and the Streamlined Associate Member States shall cooperate with the Contractor in establishing procedures designed to minimize those effects. The Contractor releases the Governing Board and persons authorized by the Governing Board Board, Member States, Contingent Member States and the Streamlined Associate Member States from any and all liability for damages that may arise from system availability restrictions and other disruptions caused by such activities, unless such damages are the result of gross negligence or intentional misconduct. If the Contractor establishes that testing and sampling activities are directly responsible for the Contractor’s failure to perform its obligations under this Contract, the Contractor shall not be deemed in Breach, so long as the Contractor undertakes timely and appropriate measures to mitigate the adverse effects caused by the failure. The Governing Board Board, Member States, Contingent Member States and the Streamlined Associate Member States shall cooperate in protecting any proprietary, trade secret, or other confidential information accessed during testing and sampling activities, including the execution of reasonable confidentiality agreements submitted by the Contractor and approved by the Executive Director of the Governing Board. In cases where the Governing Board Board, Member States, Contingent Member States, or the Streamlined Associate Member States require access to the Contractor’s computer source code, the Contractor shall have the right to limit the inspection of the source code to the Contractor’s own location or another secure location selected by the Contractor.

Testing and Sampling. The Contractor shall allow periodic and random testing and sampling of the CAS, as well as the Contractor’s other processes and systems used in performing its obligations under this Contract. The Contractor shall maintain procedures and mechanisms to provide persons authorized by the Governing Board Board, Member States, Contingent Member States and the Streamlined Associate Member States with timely and reasonable access (either onsite or remote) to any documentation, system, database or system component needed to perform such tests or sampling. The Governing Board shall maintain a Testing Central (TC) program for the purpose of monitoring and communicating information regarding system changes and for communicating with the Contractor regarding changes to CSP requirements. The Contractor shall comply with all requirements and procedures established by TC for the performance of TC’s responsibilities and functions. The parties understand that system performance and/or availability may be affected by testing and sampling activities, and the Governing Board Board, Member States, Contingent Member States and the Streamlined Associate Member States shall cooperate with the Contractor in establishing procedures designed to minimize those effects. The Contractor releases the Governing Board and persons authorized by the Governing Board Board, Member States, Contingent Member States and the Streamlined Associate Member States from any and all liability for damages that may arise from system availability restrictions and other disruptions caused by such activities, unless such damages are the result of gross negligence or intentional misconduct. If the Contractor establishes that testing and sampling activities are directly responsible for the Contractor’s failure to perform its obligations under this Contract, the Contractor shall not be deemed in Breach, so long as the Contractor undertakes timely and appropriate measures to mitigate the adverse effects caused by the failure. The Governing Board Board, Member States, Contingent Member States and the Streamlined Associate Member States shall cooperate in protecting any proprietary, trade secret, or other confidential information accessed during testing and sampling activities, including the execution of reasonable confidentiality agreements submitted by the Contractor and approved by the Executive Director of the Governing Board. In cases where the Governing Board Board, Member States, Contingent Member States, or the Streamlined Associate Member States require access to the Contractor’s computer source code, the Contractor shall have the right to limit the inspection of the source code to the Contractor’s own location or another secure location selected by the Contractor.