Common use of Acceptance of Deliverables Clause in Contracts

Acceptance of Deliverables. The State’s Project Manager shall be responsible for the sign-off acceptance of all Deliverables required and performed/submitted pursuant to this Agreement. Upon successful completion of a Deliverable, Contractor shall provide the State’s Project Manager with a completed Acceptance and Signoff Form (Exhibit E). The State’s Project Manager will apply the standards established in Exhibit D and the acceptance criteria set forth in subparagraph B of this article, as appropriate, to determine the acceptability of the Deliverable provided by Contractor. If the State’s Project Manager rejects the Deliverable, the parties agree to any dispute(s) resulting from such rejection(s) will be resolved as set forth in this article. Acceptance Criteria for Deliverables (“Criteria”) provided by Contractor pursuant to this Agreement include: Timeliness: The Work was provided on time; according to schedule; Completeness: The Deliverable contained all of the, Data, Materials, and features required by the Agreement; and Technical accuracy: The Deliverable complied with the standards of this Agreement, or, if this Agreement lacks a standard for provision of the Work, the currently generally accepted industry standard. Contractor shall provide the Deliverable to the State, in accordance with direction from the Project Manager and as provided for in Exhibit D. The State shall accept the Deliverable, provided that Contractor has delivered the Deliverable in accordance with the Criteria. The State’s Project Manager shall assign the Acceptance and Signoff Form to notify Contractor of the Deliverable’s acceptability. If the State rejects the Deliverable provided, the State’s Project Manager shall submit to Contractor’s Project Manager a written rejection describing in detail the failure of the Deliverable as measured against the Criteria. If the State rejects the Deliverable, then Contractor shall have a period of ten (10) Business Days from receipt of the Notice of rejection to correct the stated failure(s) to conform to the Criteria.

Acceptance of Deliverables. The State’s Project Manager shall be responsible for the sign-off acceptance of all Deliverables required and performed/submitted pursuant to this Agreement. Upon successful completion of a Deliverable, Contractor shall provide written notice to University upon full and complete installation of the State’s Project Manager with a completed Acceptance and Signoff Form Deliverables. Within fifteen (Exhibit E). The State’s Project Manager will apply the standards established in Exhibit D and the acceptance criteria set forth in subparagraph B 15) calendar days after receipt of this articlesuch notice, as appropriate, University shall perform tests to determine whether the acceptability of Deliverables meets the Deliverable provided by Contractor. If the State’s Project Manager rejects the Deliverable, the parties agree to any dispute(s) resulting from such rejection(s) will be resolved as specifications and performance standards set forth in this articleAgreement. Acceptance Criteria for Deliverables (“Criteria”) provided by Contractor pursuant University agrees that its acceptance criteria shall be limited to this Agreement include: Timeliness: The Work was provided on time; according to schedule; Completeness: The Deliverable contained all of the, Data, Materialsthe specifications or performance standards set forth in Exhibit A and Exhibit B, and features required by [shall not or shall] include the Agreement; and Technical accuracy: The Deliverable complied with the standards of this Agreement, or, if this Agreement lacks a standard for provision operation or performance of the Work, the currently generally accepted industry standardDeliverables in conjunction with any of University’s existing equipment which does not constitute Deliverables. Contractor University shall provide written notice to Contractor of the Deliverable to results of such testing and whether or not the State, in accordance with direction from the Project Manager and as provided for in Exhibit D. The State shall accept the Deliverable, provided that Contractor has delivered the Deliverable Deliverables perform in accordance with the Criteriaspecifications or performance standards set out in Exhibits A and B, within fifteen (15) calendar days after University completes the testing described in section 4.1. The State’s Project Manager At such time as University notifies Contractor under this Section 4 of its determination that the Deliverables perform in accordance with the specifications or performance standards set out in Exhibits A and B, the date of such notice shall assign be the Acceptance date of “Final Acceptance.” If the Deliverables do not perform as required by this Agreement, University shall provide written notice of non-acceptance to Contractor within fifteen (15) calendar days after University completes the testing described in section 4.1. Upon receipt of such notice of non-acceptance, Contractor shall, within a fifteen (15) calendar day period, replace, modify, or improve the Deliverables at Contractor's sole expense to ensure that the Deliverables perform as required under this Agreement. After such replacement, modification, or improvement, University shall conduct new acceptance tests within a fifteen (15) calendar day period and Signoff Form provide written notice to notify Contractor of the Deliverable’s acceptabilityresults of such testing within seven (7 ) calendar days after the fifteen (15) calendar day testing period. If the State rejects the Deliverable provided, the State’s Project Manager shall submit to Contractor’s Project Manager a written rejection describing in detail the failure Failure of the Deliverable as measured against Deliverables to materially meet the Criteriaspecifications and performance standards after the second set of acceptance tests shall constitute a default by Contractor, unless such failure is due to the negligence or intentional misconduct of University. If Upon such default, University may require Contractor to remove the State rejects Deliverables at Contractor's sole expense and require Contractor to refund to University all amounts paid by University under this Agreement. University and Contractor may also negotiate any other resolution mutually acceptable to the DeliverableParties. Upon delivery of the Deliverables to University, then Contractor agrees that University shall have a period license to use all Licensed Deliverables for the purpose of ten (10) Business Days from receipt evaluating and testing the Deliverables. Upon Final Acceptance of the Notice of rejection Deliverables by University, Contractor grants to correct University a license for all Licensed Deliverables on the stated failure(s) to conform to the Criteriaterms set forth Section 8.2.

Acceptance of Deliverables. The State’s Project Manager shall be responsible for the sign-off acceptance of all Deliverables required and performed/submitted pursuant to this Agreement. Upon successful completion of a Deliverable, Contractor shall provide the State’s Project Manager with a completed Acceptance and Signoff Form (Exhibit EG). The State’s Project Manager will apply the standards established in Exhibit D and the authorized Work Order and the acceptance criteria set forth in subparagraph B of this article, as appropriate, to determine the acceptability of the Deliverable provided by Contractor. If the State’s Project Manager rejects the Deliverable, the parties agree to any dispute(s) resulting from such rejection(s) will be resolved as set forth in this article. Acceptance Criteria for Deliverables (“Criteria”) provided by Contractor pursuant to this Agreement include: Timeliness: The Work was provided on time; according to schedule; Completeness: The Deliverable contained all of the, Data, Materials, and features required by the AgreementAgreement and the Work Order; and Technical accuracy: The Deliverable complied with the standards of this AgreementAgreement and the Work Order, or, if this Agreement lacks and the Work Order lack a standard for provision of the Work, the currently generally accepted industry standard. Contractor shall provide the Deliverable to the State, in accordance with direction from the Project Manager and as provided for in Exhibit D. D and the authorized Work Order. The State shall accept the Deliverable, provided that Contractor has delivered the Deliverable in accordance with the Criteria. The State’s Project Manager shall assign the Acceptance and Signoff Form to notify Contractor of the Deliverable’s acceptability. If the State rejects the Deliverable provided, the State’s Project Manager shall submit to Contractor’s Project Manager a written rejection describing in detail the failure of the Deliverable as measured against the Criteria. If the State rejects the Deliverable, then Contractor shall have a period of ten (10) Business Days from receipt of the Notice of rejection to correct the stated failure(s) to conform to the Criteria.. If a resolution of the dispute is not reached between the State’s Project Manager and Contractor’s Project Manager as to the Deliverable’s acceptability, a principal of the Contractor and the Administrative Director of the AOC, or its designee, shall meet to discuss the problem. If agreement cannot be reached, in the reasonable judgment of the Administrative Director of the AOC, or its designee, and/or the Contractor fails to cure such deficiencies that are perceived in the Deliverable to the reasonable satisfaction of the Administrative Director, or its designee, in the reasonable time established by the Administrative Director, the State may reject the Deliverable and will notify Contractor in writing of such action and the reason(s) for so doing. Upon rejection of the Deliverable, the State may terminate this Agreement, or the individual Work Order applicable to said Deliverable, pursuant to the terms of Exhibit A - Standard Provisions article 3...

Acceptance of Deliverables. The State’s Project Manager shall be responsible for To the sign-off acceptance extent the Services include any Deliverables under an applicable SOW, upon completion of each Deliverable, VECTRA will submit a complete copy to End User. End User will review and test all Deliverables required and performed/submitted in accordance with such SOW pursuant to this Agreementany acceptance criteria or test plans mutually agreed upon in writing by the parties for such Deliverable within ten (10) business days after VECTRA’s submission of the Deliverable or such other time period as may be defined in the applicable SOW (the “Acceptance Period”). Upon successful completion End User will provide VECTRA with written notification of acceptance for each Deliverable before the end of the Acceptance Period; however, failure to reject a Deliverable, Contractor shall provide the State’s Project Manager with a completed Acceptance and Signoff Form (Exhibit E). The State’s Project Manager will apply the standards established in Exhibit D and the acceptance criteria set forth in subparagraph B of this article, as appropriate, to determine the acceptability of the Deliverable provided by Contractor. If the State’s Project Manager rejects the Deliverable, the parties agree to any dispute(s) resulting from such rejection(s) will be resolved as set forth below, will be deemed acceptance. If End User, in this article. Acceptance Criteria for Deliverables (“Criteria”) provided by Contractor pursuant to this Agreement include: Timeliness: The Work was provided on time; according to schedule; Completeness: The its reasonable and good faith judgment, determines that any submitted Deliverable contained all of the, Data, Materials, and features required does not satisfy the agreed-upon acceptance criteria as specified in the applicable SOW or as mutually agreed upon in writing by the Agreement; parties for such Deliverable, End User must so notify VECTRA in writing during the Acceptance Period, specifying the deficiencies in detail. VECTRA will use commercially reasonable efforts to correct such deficiencies and Technical accuracy: The Deliverable complied with the standards of this Agreement, or, if this Agreement lacks a standard for provision of the Work, the currently generally accepted industry standard. Contractor shall provide resubmit the Deliverable to End User as soon as practicable. End User will again review and test the State, Deliverable against the agreed-upon acceptance criteria and detail any deficiencies to VECTRA in accordance with direction from the Project Manager and as provided for in Exhibit D. The State shall accept writing within 10 business days after resubmission of the Deliverable. If a Deliverable fails to meet the functional requirements specified in the applicable SOW after its second resubmission to End User, provided that Contractor has delivered End User may either, as its sole and exclusive remedy: (i) again reject the Deliverable and return it to VECTRA for further correction and resubmission in accordance with the Criteria. The Stateprocess described above (if the Deliverable is not accepted after two resubmissions, the matter will be escalated to End User’s Project Manager shall assign executive sponsor for the Acceptance project associated with the SOW and Signoff Form to notify Contractor of the VECTRA Vice President ) or (ii) terminate the relevant SOW immediately upon written notice and recover all Services fees paid under such SOW for such deficient Deliverable’s acceptability. If the State rejects the Deliverable providedparties determine that a Deliverable’s functional requirements specified in a SOW require modification (for example, the State’s Project Manager shall submit due to Contractor’s Project Manager incorrect assumptions or changed requirements), they will cooperate in good faith to execute a written rejection describing in detail the failure of the Deliverable as measured against the Criteria. If the State rejects the Deliverable, then Contractor shall have a period of ten (10) Business Days from receipt of the Notice of rejection to correct the stated failure(s) to conform to the CriteriaChange Order for such revised requirements.

Acceptance of Deliverables. The State’s Project Manager shall be responsible for the sign-off acceptance of all Deliverables required and performed/submitted pursuant to this Agreement. Upon successful completion of a Deliverable, Contractor shall provide written notice to University upon full and complete installation of the State’s Project Manager with a completed Acceptance and Signoff Form Deliverables. Within fifteen (Exhibit E). The State’s Project Manager will apply the standards established in Exhibit D and the acceptance criteria set forth in subparagraph B 15) calendar days after receipt of this articlesuch notice, as appropriate, University shall perform tests to determine whether the acceptability of Deliverables meets the Deliverable provided by Contractor. If the State’s Project Manager rejects the Deliverable, the parties agree to any dispute(s) resulting from such rejection(s) will be resolved as specifications and performance standards set forth in this articleAgreement. Acceptance Criteria for Deliverables (“Criteria”) provided by Contractor pursuant University agrees that its acceptance criteria shall be limited to this Agreement include: Timeliness: The Work was provided on time; according to schedule; Completeness: The Deliverable contained all of the, Data, Materialsthe specifications or performance standards set forth in Exhibit A and Exhibit B, and features required by [shall not or shall] include the Agreement; and Technical accuracy: The Deliverable complied with the standards of this Agreement, or, if this Agreement lacks a standard for provision operation or performance of the Work, the currently generally accepted industry standardDeliverables in conjunction with any of University’s existing equipment which does not constitute Deliverables. Contractor University shall provide written notice to Contractor of the Deliverable to results of such testing and whether or not the State, in accordance with direction from the Project Manager and as provided for in Exhibit D. The State shall accept the Deliverable, provided that Contractor has delivered the Deliverable Deliverables perform in accordance with the Criteriaspecifications or performance standards set out in Exhibits A and B, within fifteen (15) calendar days after University completes the testing described in Section 4.1. The State’s Project Manager At such time as University notifies Contractor under this Section 4 of its determination that the Deliverables perform in accordance with the specifications or performance standards set out in Exhibits A and B, the date of such notice shall assign be the Acceptance date of “Final Acceptance.” If the Deliverables do not perform as required by this Agreement, University shall provide written notice of non-acceptance to Contractor within fifteen (15) calendar days after University completes the testing described in Section 4.1. Upon receipt of such notice of non-acceptance, Contractor shall, within a fifteen (15) calendar day period, replace, modify, or improve the Deliverables at Contractor's sole expense to ensure that the Deliverables perform as required under this Agreement. After such replacement, modification, or improvement, University shall conduct new acceptance tests within a fifteen (15) calendar day period and Signoff Form provide written notice to notify Contractor of the Deliverable’s acceptabilityresults of such testing within seven (7 ) calendar days after the fifteen (15) calendar day testing period. If the State rejects the Deliverable provided, the State’s Project Manager shall submit to Contractor’s Project Manager a written rejection describing in detail the failure Failure of the Deliverable as measured against Deliverables to materially meet the Criteriaspecifications and performance standards after the second set of acceptance tests shall constitute a default by Contractor, unless such failure is due to the negligence or intentional misconduct of University. If Upon such default, University may require Contractor to remove the State rejects Deliverables at Contractor's sole expense and require Contractor to refund to University all amounts paid by University under this Agreement. University and Contractor may also negotiate any other resolution mutually acceptable to the DeliverableParties. Upon delivery of the Deliverables to University, then Contractor agrees that University shall have a period license to use all Licensed Deliverables for the purpose of ten (10) Business Days from receipt evaluating and testing the Deliverables. Upon Final Acceptance of the Notice of rejection Deliverables by University, Contractor grants to correct University a license for all Licensed Deliverables on the stated failure(s) to conform to the Criteriaterms set forth Section 8.2.

Acceptance of Deliverables. The State’s Project Manager shall be responsible for the sign-off acceptance of all Deliverables Deliverables, including Modular Building Units, required and performed/submitted provided pursuant to this Agreement. Upon successful completion of a Deliverable, Contractor shall provide the State’s Project Manager with a completed Acceptance and Signoff Form (Exhibit EG). The State’s Project Manager will apply the standards established in Exhibit D and the authorized Work Order and the acceptance criteria set forth in subparagraph B of this article, as appropriate, to determine the acceptability of the Deliverable provided by Contractor. If the State’s Project Manager rejects the Deliverable, the parties agree to any dispute(s) resulting from such rejection(s) will be resolved as set forth in this article. Acceptance Criteria for Deliverables (“Criteria”) provided by Contractor pursuant to this Agreement include: Timeliness: The Work was provided on time; according to schedule; Completeness: The Deliverable contained all of the, Data, Materials, and features required by the AgreementAgreement and the Work Order; and Technical accuracy: The Deliverable complied with the standards of this AgreementAgreement and the Work Order, or, if this Agreement lacks and the Work Order lack a standard for provision of the Work, the currently generally accepted industry standard. Contractor shall provide the Deliverable to the State, in accordance with direction from the Project Manager and as provided for in Exhibit D. D and the authorized Work Order. The State shall accept the Deliverable, provided that Contractor has delivered the Deliverable in accordance with the Criteria. The State’s Project Manager shall assign the Acceptance and Signoff Form to notify Contractor of the Deliverable’s acceptability. If the State rejects the Deliverable provided, the State’s Project Manager shall submit to Contractor’s Project Manager a written rejection describing in detail the failure of the Deliverable as measured against the Criteria. If the State rejects the Deliverable, then Contractor shall have a period of ten (10) Business Days from receipt of the Notice of rejection to correct the stated failure(s) to conform to the Criteria.. If a resolution of the dispute is not reached between the State’s Project Manager and Contractor’s Project Manager as to the Deliverable’s acceptability, a principal of the Contractor and the Administrative Director of the AOC, or its designee, shall meet to discuss the problem. If agreement cannot be reached, in the reasonable judgment of the Administrative Director of the AOC, or its designee, and/or the Contractor fails to cure such deficiencies that are perceived in the Deliverable to the reasonable satisfaction of the Administrative Director, or its designee, in the reasonable time established by the Administrative Director, the State may reject the Deliverable and will notify Contractor in writing of such action and the reason(s) for so doing. Upon rejection of the Deliverable, the State may terminate this Agreement, or the individual Work Order applicable to said Deliverable, pursuant to the terms of Exhibit A - Standard Provisions article 3...

Acceptance of Deliverables. The State’s Project Manager shall be responsible for the sign-off acceptance of all Deliverables required and performed/submitted pursuant to this Agreement. Upon successful completion of a Deliverable, Contractor shall provide the State’s Project Manager with a completed Acceptance and Signoff Form (Exhibit EG). The State’s Project Manager will apply the standards established in Exhibit D and the authorized Work Order and the acceptance criteria set forth in subparagraph B of this article, as appropriate, to determine the acceptability of the Deliverable provided by Contractor. If the State’s Project Manager rejects the Deliverable, the parties agree to any dispute(s) resulting from such rejection(s) will be resolved as set forth in this article. Acceptance Criteria for Deliverables (“Criteria”) provided by Contractor pursuant to this Agreement include: Timeliness: The Work was provided on time; according to schedule; Completeness: The Deliverable contained all of the, Data, Materials, and features required by the AgreementAgreement and the Work Order; and Technical accuracy: The Deliverable complied with the standards of this AgreementAgreement and the Work Order, or, if this Agreement lacks and the Work Order lack a standard for provision of the Work, the currently generally accepted industry standard. Contractor shall provide the Deliverable to the State, in accordance with direction from the Project Manager and as provided for in Exhibit D. D and the authorized Work Order. The State shall accept the Deliverable, provided that Contractor has delivered the Deliverable in accordance with the Criteria. The State’s Project Manager shall assign the Acceptance and Signoff Form to notify Contractor of the Deliverable’s acceptability. If the State rejects the Deliverable provided, the State’s Project Manager shall submit to Contractor’s Project Manager a written rejection describing in detail the failure of the Deliverable as measured against the Criteria. If the State rejects the Deliverable, then Contractor shall have a period of ten (10) Business Days from receipt of the Notice of rejection to correct the stated failure(s) to conform to the Criteria.

Acceptance of Deliverables. The State’s Project Manager ARC shall deliver each Deliverable at the time and in the manner specified under this Section and the SOW. Each Deliverable comprised of or containing Developed Work will be responsible subject to acceptance testing by Customer to verify that the Deliverable satisfies the criteria for acceptance mutually agreed to by Customer and ARC in the sign-off acceptance SOW. At such time as ARC first offers the applicable Deliverable to Customer for acceptance, ARC shall provide written notice of all Deliverables required and performed/submitted pursuant completion to this AgreementCustomer (the “Completion Acknowledgement”). Upon successful completion receipt of a Deliverablethe Completion Acknowledgement, Contractor Customer shall provide the State’s Project Manager with a completed Acceptance and Signoff Form have seven (Exhibit E). The State’s Project Manager will apply the standards established in Exhibit D and the 7) business days to complete such acceptance criteria set forth in subparagraph B of this article, testing as appropriate, Customer desires to determine the acceptability functionality, performance and conformance of the Deliverable provided by Contractor. If the State’s Project Manager rejects the Deliverable, the parties agree to any dispute(s) resulting from such rejection(s) will be resolved as set forth in this article. Acceptance Criteria for Deliverables (“Criteria”) provided by Contractor pursuant to this Agreement include: Timeliness: The Work was provided on time; according to schedule; Completeness: The Deliverable contained all of the, Data, Materials, and features required by the Agreement; and Technical accuracy: The Deliverable complied with the standards of this Agreement, or, if this Agreement lacks a standard for provision of the Work, the currently generally accepted industry standard. Contractor shall provide the Deliverable to the Statespecifications contained in the Statement of Work. Within seven (7) business days after receipt of the Completion Acknowledgement, Customer may give ARC a written letter specifying any deficiencies in accordance the Deliverable (the “Deficiencies”). Such letter shall specify the particular criteria or requirement(s) detailed in the SOW, with direction from which the Project Manager Deliverable does not comply. In the event of any alleged Deficiencies, ARC shall proceed in a commercially reasonable manner to correct at its own expense such Deficiencies, if they so exist. After the Deficiencies have been corrected by ARC and subsequent notice is given to Customer, Customer may again run such acceptance tests as provided it desires and thereupon deliver to ARC a list of any additional or non-corrected Deficiencies within seven (7) business days of such subsequent notice and at Customer’s discretion, Customer may terminate all or part of the Purchase Order for in Exhibit D. The State the Deliverables. In the event Customer elects to terminate the Purchase Order or a portion thereof, ARC shall accept reimburse Customer all payments made by Customer for the deficient Deliverable, provided that Contractor has delivered including but not limited to the cost to return the Deliverable to ARC. If Customer (a) begins use of the Deliverable in accordance with the Criteria. The State’s Project Manager shall assign the Acceptance and Signoff Form a production environment before acceptance, or (b) fails to notify Contractor ARC of the Deliverable’s acceptability. If the State rejects the Deliverable provided, the State’s Project Manager shall submit to Contractor’s Project Manager a written rejection describing in detail the failure its acceptance or non-acceptance within seven (7) business days of the Deliverable as measured against the Criteria. If the State rejects the Deliverable, then Contractor shall have a period of ten (10) Business Days from receipt of the Notice of rejection Completion Acknowledgement, Customer shall be deemed to correct have accepted the stated failure(s) to conform to the CriteriaDeliverable and shall have no further recourse under this Section.

Acceptance of Deliverables. The State’s Project Manager shall be responsible for the sign-off acceptance of all Deliverables required and performed/submitted pursuant to this Agreement. Upon successful completion of a Deliverable, Contractor shall provide written notice to University upon full and complete installation of the State’s Project Manager with a completed Acceptance and Signoff Form (Exhibit E)Deliverables. The State’s Project Manager will apply the standards established in Exhibit D and the acceptance criteria set forth in subparagraph B Within 15 calendar days after receipt of this articlesuch notice, as appropriate, University shall perform tests to determine whether the acceptability of Deliverables meets the Deliverable provided by Contractor. If the State’s Project Manager rejects the Deliverable, the parties agree to any dispute(s) resulting from such rejection(s) will be resolved as specifications and performance standards set forth in this articleAgreement. Acceptance Criteria for Deliverables (“Criteria”) provided by Contractor pursuant University agrees that its acceptance criteria shall be limited to this Agreement include: Timeliness: The Work was provided on time; according to schedule; Completeness: The Deliverable contained all of the, Data, Materialsthe specifications or performance standards set forth in Exhibit A and Exhibit B, and features required by [shall not or shall] include the Agreement; and Technical accuracy: The Deliverable complied with the standards of this Agreement, or, if this Agreement lacks a standard for provision operation or performance of the Work, the currently generally accepted industry standardDeliverables in conjunction with any of University’s existing equipment which does not constitute Deliverables. Contractor University shall provide written notice to Contractor of the Deliverable to results of such testing and whether or not the State, in accordance with direction from the Project Manager and as provided for in Exhibit D. The State shall accept the Deliverable, provided that Contractor has delivered the Deliverable Deliverables perform in accordance with the Criteriaspecifications or performance standards set out in Exhibits A and B, within 15 calendar days after University completes the testing described in section 4.1. The State’s Project Manager At such time as University notifies Contractor under this Section 4 of its determination that the Deliverables perform in accordance with the specifications or performance standards set out in Exhibits A and B, the date of such notice shall assign be the Acceptance date of “Final Acceptance.” If the Deliverables do not perform as required by this Agreement, University shall provide written notice of non-acceptance to Contractor within 15 calendar days after University completes the testing described in section 4.1. Upon receipt of such notice of non-acceptance, Contractor shall, within a 15 calendar day period, replace, modify, or improve the Deliverables at Contractor's sole expense to ensure that the Deliverables perform as required under this Agreement. After such replacement, modification, or improvement, University shall conduct new acceptance tests within a 15 calendar day period and Signoff Form provide written notice to notify Contractor of the Deliverable’s acceptabilityresults of such testing within seven calendar days after the fifteen calendar day testing period. If the State rejects the Deliverable provided, the State’s Project Manager shall submit to Contractor’s Project Manager a written rejection describing in detail the failure Failure of the Deliverable as measured against Deliverables to materially meet the Criteriaspecifications and performance standards after the second set of acceptance tests shall constitute a default by Contractor, unless such failure is due to the negligence or intentional misconduct of University. If Upon such default, University may require Contractor to remove the State rejects Deliverables at Contractor's sole expense and require Contractor to refund to University all amounts paid by University under this Agreement. University and Contractor may also negotiate any other resolution mutually acceptable to the DeliverableParties. Upon delivery of the Deliverables to University, then Contractor agrees that University shall have a period license to use all Licensed Deliverables for the purpose of ten (10) Business Days from receipt evaluating and testing the Deliverables. Upon Final Acceptance of the Notice of rejection Deliverables by University, Contractor grants to correct University a license for all Licensed Deliverables on the stated failure(s) to conform to the Criteriaterms set forth Section 8.2.

Acceptance of Deliverables. The State’s Project Manager GTS shall deliver each Deliverable at the time and in the manner specified under this Section and the SOW. Each Deliverable comprised of or containing Developed Work will be responsible subject to acceptance testing by Customer to verify that the Deliverable satisfies the criteria for acceptance mutually agreed to by Customer and GTS in the sign-off acceptance SOW. At such time as GTS first offers the applicable Deliverable to Customer for acceptance, GTS shall provide written notice of all Deliverables required and performed/submitted pursuant completion to this AgreementCustomer (the “Completion Acknowledgement”). Upon successful completion receipt of a Deliverablethe Completion Acknowledgement, Contractor Customer shall provide the State’s Project Manager with a completed Acceptance and Signoff Form have seven (Exhibit E). The State’s Project Manager will apply the standards established in Exhibit D and the 7) business days to complete such acceptance criteria set forth in subparagraph B of this article, testing as appropriate, Customer desires to determine the acceptability functionality, performance and conformance of the Deliverable provided by Contractor. If the State’s Project Manager rejects the Deliverable, the parties agree to any dispute(s) resulting from such rejection(s) will be resolved as set forth in this article. Acceptance Criteria for Deliverables (“Criteria”) provided by Contractor pursuant to this Agreement include: Timeliness: The Work was provided on time; according to schedule; Completeness: The Deliverable contained all of the, Data, Materials, and features required by the Agreement; and Technical accuracy: The Deliverable complied with the standards of this Agreement, or, if this Agreement lacks a standard for provision of the Work, the currently generally accepted industry standard. Contractor shall provide the Deliverable to the Statespecifications contained in the Statement of Work. In the event of any dispute between Customer and GTS, the failure of Customer to perform such tests shall preclude Customer from raising issues of functionality, performance and nonconformance to the specifications established in accordance the SOW. Within seven (7) business days after receipt of the Completion Acknowledgement, Customer may give GTS a written letter specifying any deficiencies in the Deliverable (the “Deficiencies”). Such letter shall specify the particular criteria or requirement(s) detailed in the SOW, with direction from which the Project Manager Deliverable does not comply. In the event of any alleged Deficiencies, GTS shall proceed in a commercially reasonable manner to correct at its own expense such Deficiencies, if they so exist. After the Deficiencies have been corrected by GTS and subsequent notice is given to Customer, Customer may again run such acceptance tests as provided for in Exhibit D. The State shall accept the Deliverable, provided that Contractor has delivered it desires and thereupon deliver to GTS a list of any additional Deficiencies within seven (7) business days of such subsequent notice. If Customer (a) begins use of the Deliverable in accordance with the Criteria. The State’s Project Manager shall assign the Acceptance and Signoff Form a production environment before acceptance, or (b) fails to notify Contractor GTS of the Deliverable’s acceptability. If the State rejects the Deliverable provided, the State’s Project Manager shall submit to Contractor’s Project Manager a written rejection describing in detail the failure its acceptance or non-acceptance within seven (7) business days of the Deliverable as measured against the Criteria. If the State rejects the Deliverable, then Contractor shall have a period of ten (10) Business Days from receipt of the Notice of rejection Completion Acknowledgement, Customer shall be deemed to correct have accepted the stated failure(s) to conform to the CriteriaDeliverable and shall have no further recourse under this Section.

Acceptance of Deliverables. The State’s 9.1 Unless otherwise agreed to in a Statement of Work, the receiving party (the "Receiving Party") shall have thirty (30) calendar days from the actual delivery date of a deliverable, to examine and test each deliverable for errors (the "Acceptance Period"). Within such Acceptance Period, the Receiving Party will provide the delivering party (the "Delivering Party") with written 7 Lucent and Avaya Proprietary (Restricted) Solely for Persons Having a Need to Know Use Pursuant to Company Instructions 9 Development Project Manager Agreement NJS & DJT acceptance of the deliverable or a notice of rejection and a statement of errors which provides the Delivering Party with detailed information about the error as reasonably determined by the Receiving Party. If the Receiving Party does not provide the Delivering Party with a notice of rejection within the Acceptance Period, the Deliverable shall be responsible deemed to be accepted. In the event that the Receiving Party fails to include a statement of errors with the notice of rejection, or if the Delivering Party needs further detail on the statement of errors, then the Delivering Party shall so notify the Receiving Party. Unless otherwise agreed to in a Statement of Work, the Delivering Party shall use commercially reasonable efforts to correct the errors set forth in the statement of errors and redeliver the deliverable to the Receiving Party within thirty (30) calendar days of the Delivering Party's receipt of the complete statement of errors. In the case where the Delivering Party believes in good faith that the correction for a particular error cannot be completed within thirty (30) days from receipt of the sign-off acceptance statement of all Deliverables required and performed/submitted pursuant to this Agreement. Upon successful completion of a Deliverableerrors, Contractor shall the Delivering Party will provide the State’s Project Manager Receiving Party, within two (2) days from receipt of the statement of errors, with a completed Acceptance an interim plan which outlines the corrective steps to be taken by the Delivering Party, the schedule for such corrective steps, and Signoff Form the projected redelivery date based on such interim plan, for review and written acceptance by the Receiving Party. In the event that the parties cannot agree on an interim plan, then the matter will be escalated under the provisions set forth in Section 10.1 (Exhibit E"Dispute Resolution"). The State’s Project Manager will apply the standards established in Exhibit D and the acceptance criteria set forth in subparagraph B of this articleReceiving Party shall, as appropriate, to determine the acceptability within fifteen (15) calendar days from receipt of the Deliverable provided by Contractorredelivered deliverable (or such other time period described in the Statement of Work, if any) (the "Second Acceptance Period"), provide the Delivering Party with written acceptance or another notice of rejection and statement of errors. If the State’s Project Manager rejects Receiving Party does not provide the Delivering Party with a notice of rejection within the Second Acceptance Period, the deliverable shall be deemed accepted. Should the redelivered deliverable still contain errors on the second delivery as described above or should the Delivering Party not redeliver the deliverable as set forth herein (or as otherwise agreed to between the parties), the Receiving Party shall elect one of the following remedies within fifteen (15) calendar days after receipt of the second delivery: (i) to extend the correction period for a mutually agreeable time, (ii) to revise the specifications and/or other acceptance criteria in a mutually agreeable manner with respect to the particular errors, or (iii) to terminate the development of the rejected Deliverable. In the case of termination of the development of a rejected Deliverable, the Receiving Party shall elect to either (a) retain the deliverable and any rights (including license and ownership rights) it would otherwise have to the Intellectual Property relating to such deliverable under Section 5 ("Intellectual Property Ownership"), or the applicable Statement of Work, and pay to the Delivering Party the fees specified therefore in the Statement of Work less a mutually agreed upon equitable amount of fees (agreement not to be unreasonably witheld) commensurate with the nature and degree of the specific error complained of, or (b) to return the deliverable and not retain any license rights to the rejected deliverable ; and in both cases of (a) and (b) above, to pay to the Delivering Party no less than fifty percent (50%) of the fees attributable to the work actually performed by the Delivering Party up to the date of termination of the rejected deliverable (calculated on a loaded salary cost basis for the number of days actually worked on such deliverable). In the spirit of Section 7.2 and notwithstanding the foregoing sentence, the parties agree to any dispute(s) resulting from such rejection(s) will that there shall be resolved as set forth no reduction in this article. Acceptance Criteria for Deliverables (“Criteria”) provided the fees paid by Contractor pursuant to this Agreement include: Timeliness: The Work was provided on time; according to schedule; Completeness: The Deliverable contained all of the, Data, Materials, and features required by the Agreement; and Technical accuracy: The Deliverable complied with the standards of this Agreement, or, if this Agreement lacks a standard for provision of the Work, the currently generally accepted industry standard. Contractor shall provide the Deliverable one party to the State, other for work which is research in accordance with direction from the Project Manager and as provided for in Exhibit D. The State shall accept the Deliverable, provided that Contractor has delivered the Deliverable in accordance with the Criteria. The State’s Project Manager shall assign the Acceptance and Signoff Form to notify Contractor of the Deliverable’s acceptability. If the State rejects the Deliverable provided, the State’s Project Manager shall submit to Contractor’s Project Manager a written rejection describing in detail the failure of the Deliverable as measured against the Criteria. If the State rejects the Deliverable, then Contractor shall have a period of ten (10) Business Days from receipt of the Notice of rejection to correct the stated failure(s) to conform to the Criterianature.

Acceptance of Deliverables. The State’s Project Manager shall Upon delivery of the Deliverables to Cisco, Cisco will test whether the Deliverables conform to the applicable part of the Specifications and the Development Statement of Work. Cisco will accept or reject each Deliverable within forty-five (45) days after delivery (“Test Period”) and will give Developer written notice of acceptance or rejection thereof. Failure to provide such written notice to Developer within the Test Period or any deployment or public distribution of the Deliverable by Cisco will be responsible for the sign-off deemed acceptance of all Deliverables required the Deliverable. In the event that (and performed/submitted only if) a Deliverable does not conform to such part of the Specifications or Development Statement of Work (such nonconformance will be referred to as “Deficiencies”), Cisco shall reject the Deliverable and provide written notice to Developer prior to the last day of the Test Period describing the Deficiencies in sufficient detail to allow Developer to correct the Deficiencies. Within fifteen (15) days after receiving each report regarding Deficiencies, Developer is obligated to correct the Deficiencies so that the Deliverable conforms to the applicable part of the Specifications or Development Statement of Work without removing or reducing the functionality of the Deliverable in a material way. The procedure in this Section 2.5 will be repeated with respect to a revised Deliverable to determine whether it is acceptable to Cisco, unless and until Cisco issues a final rejection of the revised Deliverable after rejecting the Deliverable on at least two (2) prior occasions. If Cisco issues a final rejection of the revised Deliverable pursuant to this Agreement. Upon successful completion of a Deliverableparagraph, Contractor Developer shall provide return any and all compensation previously paid to Developer by Cisco for such Deliverable and the State’s Project Manager with a completed Acceptance and Signoff Form (Exhibit E)applicable Statement or Work shall automatically terminate. The State’s Project Manager will apply the standards established in Exhibit D parties’ rights and the acceptance criteria set forth in subparagraph B of this article, as appropriate, to determine the acceptability of the Deliverable provided by Contractor. If the State’s Project Manager rejects the Deliverable, the parties agree to any dispute(s) resulting from obligations upon such rejection(s) will be resolved termination are as set forth in Section 14.7 of the Agreement (Effect of Termination). For clarity, the terms of this article. Acceptance Criteria for Section 2.5 apply only to Cisco’s testing of Deliverables (“Criteria”) provided by Contractor created under a Development Statement of Work and do not apply to the delivery of the Licensed Property delivered pursuant to this Agreement include: Timeliness: The Work was provided on time; according to schedule; Completeness: The Deliverable contained all of the, Data, Materials, and features required by the Agreement; and Technical accuracy: The Deliverable complied with the standards of this Agreement, or, if this Agreement lacks a standard for provision of the Work, the currently generally accepted industry standard. Contractor shall provide the Deliverable to the State, in accordance with direction from the Project Manager and as provided for in Exhibit D. The State shall accept the Deliverable, provided that Contractor has delivered the Deliverable in accordance with the Criteria. The State’s Project Manager shall assign the Acceptance and Signoff Form to notify Contractor of the Deliverable’s acceptability. If the State rejects the Deliverable provided, the State’s Project Manager shall submit to Contractor’s Project Manager a written rejection describing in detail the failure of the Deliverable as measured against the Criteria. If the State rejects the Deliverable, then Contractor shall have a period of ten (10) Business Days from receipt of the Notice of rejection to correct the stated failure(s) to conform to the CriteriaSection 2.1.

Acceptance of Deliverables. The State’s Project Manager Upon delivery of each Deliverable to CyberHeart, CyberHeart shall be responsible for assess whether the sign-off acceptance Deliverables materially conform to the applicable part of all Deliverables required and performed/submitted pursuant to this Agreement. Upon successful completion of a Deliverable, Contractor shall provide the State’s Project Manager with a completed Acceptance and Signoff Form (Exhibit E). The State’s Project Manager will apply the standards established in Exhibit D Specifications and the acceptance criteria set forth in subparagraph B Statement of this article, as appropriate, to determine the acceptability of the Deliverable provided by ContractorWork. If the State’s Project Manager rejects the Deliverable, the parties agree to any dispute(s) resulting from such rejection(s) will be resolved as set forth in this article. Acceptance Criteria for Deliverables (“Criteria”) provided by Contractor pursuant to this Agreement include: Timeliness: The Work was provided on time; according to schedule; Completeness: The Deliverable contained all of the, Data, Materials, and features required by the Agreement; and Technical accuracy: The Deliverable complied with the standards of this Agreement, or, if this Agreement lacks a standard for provision of the Work, the currently generally accepted industry standard. Contractor shall provide the Deliverable to the State, in accordance with direction from the Project Manager and as provided for in Exhibit D. The State shall accept the Deliverable, provided that Contractor has delivered the Deliverable in accordance with the Criteria. The State’s Project Manager shall assign the Acceptance and Signoff Form to notify Contractor of the Deliverable’s acceptability. If the State rejects the Deliverable provided, the State’s Project Manager shall submit to Contractor’s Project Manager a written rejection describing in detail the failure of the Deliverable as measured against the Criteria. If the State rejects the Deliverable, then Contractor CyberHeart shall have a period of ten thirty (1030) Business Days from receipt business days to accept or reject each Deliverable after delivery, or such longer period as is reasonable under the circumstances. If written notice of rejection is not received by Accuray within such thirty (30) business days after delivery of the Notice applicable Deliverable (or such longer time as is reasonable under the circumstances), the Deliverable shall be deemed accepted. Notwithstanding the foregoing, if more time is needed to complete any reasonable evaluation and/or testing of the Deliverables (such as in the case of CyberHeart performing field trials and/or testing), and CyberHeart provides Accuray with notice during such thirty (30) business day period of the need for additional time, then such time period for acceptance or rejection shall be reasonably extended sufficient to correct allow completion of the stated failure(s) to desired evaluations and testing. In the event that a Deliverable does not materially conform to the CriteriaSpecifications or Statement of Work (such nonconformance shall be referred to as “Deficiencies”), CyberHeart may reject the Deliverable and provide written notice to Accuray which notice shall provide a reasonable description of why CyberHeart believes that the Deliverable did not comply with the Specification or Statement of Work. Accuray shall review such description within five (5) business days after receipt of such notice. If Accuray disagrees with CyberHeart’s reason(s) for such rejection, the matter shall be submitted for resolution in accordance with the procedures set forth in Article 16. If Accuray agrees with CyberHeart’s reason(s) for such rejection, Accuray shall, within twenty (20) business days after receiving each report regarding Deficiencies, or if the Parties agree in writing to a different time period, upon such time as has been agreed to by the Parties, correct the Deficiencies so that the Deliverable materially conforms to the applicable part of the Specifications or Statement of Work. CyberHeart agrees to cooperate reasonably with Accuray in Accuray’s efforts to diagnose and correct any Deficiencies. The procedure in this Section 3.6 shall be repeated with respect to a revised Deliverable to determine whether it is acceptable to CyberHeart, unless and until CyberHeart expressly indicates in its Deficiency notice that it is issuing final rejection of the revised Deliverable after rejecting the Deliverable on at least two (2) prior occasions or otherwise terminates the Development Services under the Statement of Work. If CyberHeart issues a final rejection of the revised Deliverable pursuant to this Section 3.6, Accuray shall return any and all compensation previously paid by CyberHeart to Accuray for the nonconforming Deliverable(s) and for the applicable Statement of Work. Notwithstanding the above, Accuray shall not be required to return any payments for previously accepted Deliverables, or to the extent that the Statement of Work identifies separate payments for conforming components of rejected Deliverables, for such conforming components.

Acceptance of Deliverables. The State’s Project Manager shall be responsible for the sign-off acceptance of all Deliverables required and performed/submitted pursuant to this Agreement. Upon successful completion of a Deliverable, Contractor shall provide the State’s Project Manager with a completed Acceptance and Signoff Form (Exhibit E). The State’s Project Manager will apply the standards established in Exhibit D and the acceptance criteria set forth in subparagraph B of this article, as appropriate, to determine the acceptability of the Deliverable provided by Contractor. If the State’s Project Manager rejects the Deliverable, the parties agree to any dispute(s) resulting from such rejection(s) will be resolved as set forth in this article. Acceptance Criteria for Deliverables (“Criteria”) provided by Contractor pursuant to this Agreement include: Timeliness: The Work was provided on time; according to schedule; Completeness: The Deliverable contained all of the, Data, Materials, and features required by the Agreement; and Technical accuracy: The Deliverable complied with the standards of this Agreement, or, if this Agreement lacks a standard for provision of the Work, the currently generally accepted industry standard. Contractor shall provide the Deliverable to the State, in accordance with direction from the Project Manager and as provided for in Exhibit D. The State shall accept the Deliverable, provided that Contractor has delivered the Deliverable in accordance with the Criteria. The State’s Project Manager shall assign the Acceptance and Signoff Form to notify Contractor of the Deliverable’s acceptability. If the State rejects the Deliverable provided, the State’s Project Manager shall submit to Contractor’s Project Manager a written rejection describing in detail the failure of the Deliverable as measured against the Criteria. If the State rejects the Deliverable, then Contractor shall have a period of ten (10) Business Days from receipt of the Notice of rejection to correct the stated failure(s) to conform to the Criteria.. If a resolution of the dispute is not reached between the State’s Project Manager and Contractor’s Project Manager as to the Deliverable’s acceptability, a principal of the Contractor and the Administrative Director of the AOC, or its designee, shall meet

Acceptance of Deliverables. The State’s Project Manager shall be responsible for the sign-off acceptance of all Deliverables required and performed/submitted pursuant to this Agreement. Upon successful completion of a Deliverable, Contractor shall provide the State’s Project Manager with a completed Acceptance and Signoff Form (Exhibit EG). The State’s Project Manager will apply the standards established in Exhibit D and the authorized Task Order and the acceptance criteria set forth in subparagraph B of this article, as appropriate, to determine the acceptability of the Deliverable provided by Contractor. If the State’s Project Manager rejects the Deliverable, the parties agree to any dispute(s) resulting from such rejection(s) will be resolved as set forth in this article. Acceptance Criteria for Deliverables (“Criteria”) provided by Contractor pursuant to this Agreement include: Timeliness: The Work was provided on time; according to schedule; Completeness: The Deliverable contained all of the, Data, Materials, and features required by the AgreementAgreement and the Task Order; and Technical accuracy: The Deliverable complied with the standards of this AgreementAgreement and the Task Order, or, if this Agreement lacks and the Task Order lack a standard for provision of the Work, the currently generally accepted industry standard. Contractor shall provide the Deliverable to the State, in accordance with direction from the Project Manager and as provided for in Exhibit D. D and the authorized Task Order. The State shall accept the Deliverable, provided that Contractor has delivered the Deliverable in accordance with the Criteria. The State’s Project Manager shall assign the Acceptance and Signoff Form to notify Contractor of the Deliverable’s acceptability. If the State rejects the Deliverable provided, the State’s Project Manager shall submit to Contractor’s Project Manager a written rejection describing in detail the failure of the Deliverable as measured against the Criteria. If the State rejects the Deliverable, then Contractor shall have a period of ten (10) Business Days from receipt of the Notice of rejection to correct the stated failure(s) to conform to the Criteria.. If a resolution of the dispute is not reached between the State’s Project Manager and Contractor’s Project Manager as to the Deliverable’s acceptability, a principal of the Contractor and the Administrative Director of the AOC, or its designee, shall meet to discuss the problem. If agreement cannot be reached, in the reasonable judgment of the Administrative Director of the AOC, or its designee, and/or the Contractor fails to cure such deficiencies that are perceived in the Deliverable to the reasonable satisfaction of the Administrative Director, or its designee, in the reasonable time established by the Administrative Director, the State may reject the Deliverable and will notify Contractor in writing of such action and the reason(s) for so doing. Upon rejection of the Deliverable, the State may terminate this Agreement, or the individual Task Order applicable to said Deliverable, pursuant to the terms of Exhibit A - Standard Provisions article 3...