Common use of Acceptance Testing Clause in Contracts

Acceptance Testing. Except as otherwise specified in the Scope of Work, all Deliverables shall be subject to the Agency’s Acceptance Testing and Acceptance, unless otherwise specified in the Statement of Work. Upon completion of all work to be performed by Contractor with respect to any Deliverable, Contractor shall deliver a written notice to the Agency certifying that the Deliverable meets and conforms to applicable Specifications and is ready for the Agency to conduct Acceptance Tests; provided, however, that Contractor shall pretest the Deliverable to determine that it meets and operates in accordance with applicable Specifications prior to delivering such notice to the Agency. At the Agency’s request, Contractor shall assist the Agency in performing Acceptance Tests at no additional cost to the Agency. Within a reasonable period of time after the Agency has completed its Acceptance Testing, the Agency shall provide Contractor with written notice of Acceptance or Non-acceptance with respect to each Deliverable that was evaluated during such Acceptance Testing. If the Agency determines that a Deliverable satisfies its Acceptance Tests, the Agency shall provide Contractor with notice of Acceptance with respect to such Deliverable. If the Agency determines that a Deliverable fails to satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Non-acceptance with respect to such Deliverable. In the event the Agency provides notice of Non-acceptance to Contractor with respect to any Deliverable, Contractor shall correct and repair such Deliverable and submit it to the Agency within ten (10) days of Contractor’s receipt of notice of Non- acceptance so that the Agency may re-conduct its Acceptance Tests with respect to such Deliverable. In the event the Agency determines, after re-conducting its Acceptance Tests with respect to any Deliverable that Contractor has attempted to correct or repair pursuant to this section, that such Deliverable fails to satisfy its Acceptance Tests, then the Agency shall have the continuing right, at its sole option, to: (i) require Contractor to correct and repair such Deliverable within such period of time as the Agency may specify in a written notice to Contractor; (ii) refuse to accept such Deliverable without penalty and without any obligation to pay any fees or other amounts associated with such Deliverable (or receive a refund of any fees or amounts already paid with respect to such Deliverable); (iii) accept such Deliverable on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, to the Agency’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable or the costs likely to be incurred by the Agency to correct such Deficiencies; or (iv) terminate this Contract and/or seek any and all available remedies, including damages. Notwithstanding the provisions of Section E.1 of this Contract, the Agency may terminate this Contract pursuant to this section without providing Contractor with any notice or opportunity to cure provided for in Section E.1. The Agency’s right to exercise the foregoing rights and remedies, including termination of this Contract, shall remain in effect until Acceptance Tests are successfully completed to the Agency’s satisfaction and the Agency has provided Contractor with written notice of Final Acceptance. If the Agency determines that all Deliverables satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. Contractor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any of the Agency’s rights to enforce the terms of this Contract or require performance in the event Contractor breaches this Contract or any Deficiency is later discovered with respect to such Deliverable(s).

Acceptance Testing. Except as otherwise specified in 11.1 Where the Scope of Work, all Order states that Services and/or Deliverables shall be subject to Acceptance Testing, then this Clause 11 (and the Agency’s applicable terms of the relevant Order) shall apply. The acceptance criteria and test data which are required to show that the Deliverables comply with any pre agreed specifications in Order for the Acceptance Testing and Acceptanceshall be agreed by both parties in writing (“Acceptance Criteria”). 11.2 In relation to Acceptance Testing; a) The Company shall have a reasonable period of time, up to 2 Business Days unless otherwise specified in the Statement Order, from the Supplier’s delivery of Work. Upon completion of all work each Deliverable under the relevant Order (“Acceptance Periods”) to be performed by Contractor with respect to any Deliverable, Contractor shall deliver a written notice confirm that such Deliverable conforms to the Agency certifying that Acceptance Criteria as specified or referred to in an Order or as otherwise agreed between the Deliverable meets and conforms to applicable Specifications and is ready for the Agency to conduct Acceptance Tests; provided, however, that Contractor shall pretest the Deliverable to determine that it meets and operates in accordance with applicable Specifications prior to delivering such notice to the Agency. At the Agency’s request, Contractor shall assist the Agency in performing Acceptance Tests at no additional cost to the Agency. Within a reasonable period of time after the Agency has completed its Acceptance Testing, the Agency shall provide Contractor with written notice of Acceptance or Non-acceptance with respect to each Deliverable that was evaluated during such Acceptance TestingParties. If the Agency Company determines that a Deliverable satisfies its does not conform to the Acceptance TestsCriteria, the Agency Company shall by the last day of the Acceptance Period provide Contractor with notice to the Supplier a written list of the non-conformities to the Acceptance with respect Criteria; b) The Company shall use best efforts to such Deliverable. If correctly and efficiently ensure appropriate Acceptance Testing in relation to any Deliverables which is subject to Acceptance Tests and shall notify the Agency determines that a Deliverable fails Supplier within the Acceptance Period if any of the Deliverables do not conform to satisfy its the Acceptance Tests, the Agency shall provide Contractor with notice of Non-acceptance with respect to such DeliverableCriteria. In the event that Company has undertaken the Agency provides notice Acceptance Testing within the Acceptance Period and fails to reject any Deliverable within the relevant Acceptance Period, for all purposes under this Agreement such Deliverable, shall be deemed accepted as if the Company had issued a written acceptance thereof. Once the Deliverable has been accepted by the Company and payment has been settled in accordance with Clause 12, the Deliverable shall become the property of Nonthe Company. For the avoidance of doubt, should any non-acceptance conformities be found in earlier stages of the Deliverables but which were not highlighted to Contractor with respect the Supplier during the applicable Acceptance Period, such non-conformities shall not be subject to the remedies as set out in Clause 11.2c) below. c) If there are any non-conformities within any Deliverable, Contractor which have been highlighted by Company or the Supplier during the Acceptance Period and whereby the Deliverable has not been accepted by the Company for this reason and such non-conformity is a directly attributable act or omission on the part of the Supplier, the Supplier shall correct and repair such Deliverable and submit it (without prejudice to the Agency within ten (10Company’s other rights and remedies) days carry out all necessary remedial work without additional charge as part of Contractorthe next Deliverable which shall accordingly be modified. d) If any non-conformity cannot be remedied by the Supplier due to an error, defect or fault which the Supplier is able to demonstrate to the reasonable satisfaction of the Company to be outside the Supplier’s receipt of notice of Non- acceptance so that control and which has disabled the Agency may reSupplier’s ability to remedy such non-conduct its Acceptance Tests with respect to such Deliverable. In the event the Agency determines, after re-conducting its Acceptance Tests with respect to any Deliverable that Contractor has attempted to correct or repair pursuant to this section, that such Deliverable fails to satisfy its Acceptance Testsconformity, then the Agency shall have Supplier reserves the continuing rightright to terminate work on that specific Deliverable. The Supplier agrees not to charge Company, at its sole option, to: (i) require Contractor to correct and repair such Deliverable within such period of time as any amounts paid or payable by the Agency may specify in a written notice to Contractor; (ii) refuse to accept such Deliverable without penalty and without any obligation to pay any fees or other amounts associated with such Deliverable (or receive a refund of any fees or amounts already paid with respect to such Deliverable); (iii) accept such Deliverable on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, Company to the Agency’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable or the costs likely to be incurred by the Agency to correct such Deficiencies; or (iv) terminate this Contract and/or seek any and all available remedies, including damages. Notwithstanding the provisions of Section E.1 of this Contract, the Agency may terminate this Contract pursuant to this section without providing Contractor with any notice or opportunity to cure provided for in Section E.1. The Agency’s right to exercise the foregoing rights and remedies, including termination of this Contract, shall remain in effect until Acceptance Tests are successfully completed Supplier which specifically relate to the Agency’s satisfaction and the Agency has provided Contractor with written notice of Final Acceptance. If the Agency determines that all Deliverables satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. Contractor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall non-conforming Deliverable which cannot be construed as a waiver of any of the Agency’s rights to enforce the terms of this Contract or require performance in the event Contractor breaches this Contract or any Deficiency is later discovered with respect to such Deliverable(s)remedied.

Acceptance Testing. Except as otherwise specified in the Scope of Work, all Deliverables shall be subject to the Agency’s Acceptance Testing and Acceptance, unless otherwise specified in the Statement of Work. Upon completion of all work to be performed by Contractor with respect to any Deliverable, Contractor shall deliver a written notice to the Agency certifying that the Deliverable meets and conforms to applicable Specifications and is ready for the Agency to conduct Acceptance Tests; provided, however, that Contractor shall pretest the Deliverable to determine that it meets and operates in accordance with applicable Specifications prior to delivering such notice to the Agency. At the Agency’s request, Contractor shall assist the Agency in performing Acceptance Tests at no additional cost to the Agency. Within a reasonable period of time after the Agency has completed its Acceptance Testing, the Agency shall provide Contractor with written notice of Acceptance or Non-acceptance with respect to each Deliverable that was evaluated during such Acceptance Testing. If the Agency determines that a Deliverable satisfies its Acceptance Tests, the Agency shall provide Contractor with notice of Acceptance with respect to such Deliverable. If the Agency determines that a Deliverable fails to satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Non-acceptance with respect to such Deliverable. In the event the Agency provides notice of Non-acceptance to Contractor with respect to any Deliverable, Contractor shall correct and repair such Deliverable and submit it to the Agency within ten (10) days of Contractor’s receipt of notice of Non- Non-acceptance so that the Agency may re-conduct its Acceptance Tests with respect to such Deliverable. In the event the Agency determines, after re-conducting its Acceptance Tests with respect to any Deliverable that Contractor has attempted to correct or repair pursuant to this section, that such Deliverable fails to satisfy its Acceptance Tests, then the Agency shall have the continuing right, at its sole option, to: (i) require : 1.14.1 Require Contractor to correct and repair such Deliverable within such period of time as the Agency may specify in a written notice to Contractor; (ii) refuse ; 1.14.2 Refuse to accept such Deliverable without penalty and without any obligation to pay any fees or other amounts associated with such Deliverable (or receive a refund of any fees or amounts already paid with respect to such Deliverable); (iii) accept ; 1.14.3 Accept such Deliverable on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, to the Agency’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable or the costs likely to be incurred by the Agency to correct such Deficiencies; or (iv) terminate or 1.14.4 Terminate this Contract and/or seek any and all available remedies, including damages. Notwithstanding the provisions of Section E.1 1.6.1 of this Contract, the Agency may terminate this Contract pursuant to this section without providing Contractor with any notice or opportunity to cure provided for in Section E.11.6.1. The Agency’s right to exercise the foregoing rights and remedies, including termination of this Contract, shall remain in effect until Acceptance Tests are successfully completed to the Agency’s satisfaction and the Agency has provided Contractor with written notice of Final Acceptance. If the Agency determines that all Deliverables satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. Contractor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any of the Agency’s rights to enforce the terms of this Contract or require performance in the event Contractor breaches this Contract or any Deficiency is later discovered with respect to such Deliverable(s).

Acceptance Testing. Except as otherwise specified in the Scope of Work, all Deliverables shall be subject to the Agency’s (a) Visa will notify JPMC when a specific Work Product is ready for acceptance testing by JPMC (“Acceptance Testing”). JPMC will also perform iterative Acceptance Testing and Acceptance, unless otherwise specified in connection with Visa’s phased releases of various components of the Statement of WorkWork Product. Upon Final Acceptance Testing will not be conducted until completion of all work to be performed by Contractor with respect to any Deliverable, Contractor shall deliver a written notice Work Product pursuant to the Agency certifying applicable Schedule. (b) Final Acceptance Testing will be based upon testing procedures sufficient to demonstrate that the Deliverable meets Work Product, as modified or expanded by the Services and conforms to applicable Specifications and is ready for the Agency to conduct Acceptance Tests; provided, however, that Contractor shall pretest the Deliverable to determine that it meets and operates in accordance with applicable Specifications prior to delivering such notice pursuant to the Agency. At the Agency’s requestmember implementation guide (located at ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇), Contractor shall assist the Agency in performing Acceptance Tests at no additional cost to the Agency. Within extent applicable: (i) contains the functionality of, and performs substantially in conformance with, all specifications and other objective requirements as may be described in an applicable Collateral Document including all Service Levels, (ii) will perform at acceptable levels, and (iii) will successfully complete a reasonable period simulated “day’s processing” in a two-day period. (c) The Acceptance Testing procedures will be determined by mutual written agreement of time the Parties before Visa commences “live processing,” provided that Acceptance Testing procedures shall continue after “live processing” commences as appropriate to verify that the Agency has completed its Acceptance Testing, the Agency shall provide Contractor with written notice of Acceptance or Non-acceptance with respect to each Deliverable that was evaluated during such Acceptance Testing. If the Agency determines that Work Product and Services meet all applicable requirements in a Deliverable satisfies its Acceptance Tests, the Agency shall provide Contractor with notice of Acceptance with respect to such Deliverable. If the Agency determines that a Deliverable fails to satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Non-acceptance with respect to such Deliverablefull production mode. In the event the Agency provides notice of Non-acceptance to Contractor with respect to any Deliverable, Contractor shall correct and repair such Deliverable and submit it to the Agency within ten (10) days of Contractor’s receipt of notice of Non- acceptance so that Visa reasonably believes that the Agency may re-conduct Work Product is not suitable for such commencement, Visa shall provide JPMC with a written explanation of its concerns and the Parties shall agree upon an alternate plan and timeframe for completing Acceptance Tests with respect to such DeliverableTesting. In the event that the Agency determinesParties do not agree on such alternate plan and timeframe, after re-conducting its JPMC may commence Acceptance Tests Testing in a “live processing” environment, and Visa shall be relieved of any damages under the Agreement with respect to any Deliverable the specific Work Product to the extent that Contractor has attempted such damages are related to such “live processing”. (d) Only after the Work Product and Services meet all Acceptance Testing requirements will they be deemed accepted. If the Work Product or Services fail to meet all Acceptance Testing requirements, Visa will promptly correct the deficiencies identified by the Acceptance Testing and the applicable Acceptance Testing will then be re-performed. If JPMC determines that Visa failed to correct the deficiencies within a reasonable time, using best efforts, or repair pursuant as otherwise expressly agreed to this sectionin writing (“Cure Period”), that such Deliverable fails to satisfy its Acceptance Tests, then the Agency shall have the continuing rightJPMC may, at its sole option, todo one of the following by notifying Visa: (i) require Contractor extend the Cure ** Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC. Period to allow Visa the opportunity to correct the Acceptance Criteria non-conformities and repair such Deliverable within such period of time as re-perform Acceptance Testing in accordance with the Agency may specify in a written notice to Contractor; procedure set forth above, (ii) refuse to accept such Deliverable without penalty the Work Product and/or Services, as the case may be, and without any obligation to pay any fees negotiate for lesser performance or other amounts associated with such Deliverable (or receive a refund of any fees or amounts already paid with respect to such Deliverable); (iii) accept such Deliverable terminate the applicable Schedule (in whole or in part) on Notice to Visa, and return the condition Work Product and related materials to Visa, in which event Visa shall promptly refund to JPMC all fees that were paid under the terminated Schedule, or portion of any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, fee attributable to the Agency’s satisfactionterminated portion thereof, as the Deficiencies present therein and any reduced value or functionality of such Deliverable or the costs likely to be incurred by the Agency to correct such Deficiencies; or (iv) terminate this Contract and/or seek any and all available remedies, including damages. Notwithstanding the provisions of Section E.1 of this Contract, the Agency case may terminate this Contract pursuant to this section without providing Contractor with any notice or opportunity to cure provided for in Section E.1. The Agency’s right to exercise the foregoing rights and remedies, including termination of this Contract, shall remain in effect until Acceptance Tests are successfully completed to the Agency’s satisfaction and the Agency has provided Contractor with written notice of Final Acceptance. If the Agency determines that all Deliverables satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. Contractor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any of the Agency’s rights to enforce the terms of this Contract or require performance in the event Contractor breaches this Contract or any Deficiency is later discovered with respect to such Deliverable(s)be.

Acceptance Testing. Except as All Deliverables, unless otherwise specified agreed by the parties in the Scope of Workwriting, all Deliverables shall be subject to the AgencyState’s Acceptance Testing and Acceptance, unless otherwise specified in the Statement of Workacceptance testing. Upon completion of all work to be performed by Contractor Vendor with respect to any Deliverable, Contractor Vendor shall deliver a written notice to the Agency State of Iowa certifying that the Deliverable meets and conforms to applicable Specifications Acceptance Criteria and is ready for the Agency State of Iowa to conduct Acceptance Testsacceptance tests; provided, however, that Contractor Vendor shall pretest the Deliverable to determine that it meets and operates in accordance with applicable Specifications Acceptance Criteria prior to delivering such notice to the AgencyState of Iowa. At The State of Iowa shall have sixty (60) days, or such additional time as deemed necessary or acceptable by the AgencyState of Iowa, to complete its review and testing of any Deliverables submitted for testing by Vendor. Upon the State of Iowa’s requestcompletion of its review and testing, Contractor the State of Iowa shall assist notify Vendor whether it has accepted such Services and/or Deliverables (“Accept”), or whether such Services or Deliverables fail to meet applicable Acceptance Criteria (“Reject”). The determination as to whether any Services or Deliverables satisfy any applicable Acceptance Criteria shall be made solely by the Agency in performing State of Iowa. If the State of Iowa Rejects a Service and/or Deliverable, the State of Iowa shall provide a written list of items Vendor must correct to bring the Service and/or Deliverable into conformance with the applicable Acceptance Tests Criteria. On receipt of the State of Iowa’s notice, Vendor shall promptly commence, at no additional cost charge to the Agency. Within a State of Iowa, all reasonable period of time after the Agency has completed its Acceptance Testingefforts to complete, the Agency shall provide Contractor with written notice of Acceptance or Non-acceptance with respect to each Deliverable that was evaluated during as quickly as possible, such Acceptance Testing. If the Agency determines that a Deliverable satisfies its Acceptance Testsnecessary corrections, the Agency shall provide Contractor with notice of Acceptance with respect to such Deliverable. If the Agency determines that a Deliverable fails to satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Non-acceptance with respect to such Deliverable. In the event the Agency provides notice of Non-acceptance to Contractor with respect to any Deliverable, Contractor shall correct repairs and repair such Deliverable and submit it modifications to the Agency within Services and/or Deliverables as will permit them to be ready for retesting; provided, however, that in no event shall such corrective measures exceed ten (10) days of Contractor’s from receipt of notice the State of Non- acceptance so Iowa’s notice. The testing and evaluation process shall resume, as set forth above. If the State of Iowa determines that the Agency may re-conduct its Services and/or Deliverables, as revised, still do not comply in all respects with the Acceptance Tests with respect to such Deliverable. In Criteria, the event the Agency determines, after re-conducting its Acceptance Tests with respect to any Deliverable that Contractor has attempted to correct or repair pursuant to this section, that such Deliverable fails to satisfy its Acceptance Tests, then the Agency shall have the continuing rightState of Iowa may, at its sole option, toeither: (ia) require Contractor afford Vendor the opportunity to correct repeat the correction and repair such Deliverable within such period modification process as set forth above at no additional cost or charge to the State of time as the Agency may specify in a written notice to ContractorIowa; (ii) refuse to accept such Deliverable without penalty and without any obligation to pay any fees or other amounts associated with such Deliverable (or receive a refund of any fees or amounts already paid with respect to such Deliverable); (iiib) accept such Service and/or Deliverable on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, to the AgencyState of Iowa’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable Services and/or Deliverables actually received or delivered as compared against the applicable Acceptance Criteria, or the costs likely to be incurred by the Agency State of Iowa to correct such Deficienciesbring the Services and/or Deliverables actually received or delivered into conformance with the applicable Acceptance Criteria; or (ivc) depending on the nature and extent of the failure, in the State of Iowa’s sole judgment, terminate the relevant Statement(s) of Work or this Contract Agreement and/or seek any and all available remedies, including damages. Notwithstanding the provisions of Section E.1 of this Contract, the Agency may terminate this Contract pursuant to this section damages without providing Contractor Vendor with any notice or opportunity to cure provided for in Section E.1cure. The Agency’s right to exercise Parties shall repeat the foregoing rights and remediesprocedures until the Services and/or Deliverables pass all applicable Acceptance Criteria, including termination or the State of this Contract, shall remain in effect until Acceptance Tests are successfully completed Iowa elects to terminate the Agency’s satisfaction and Statement(s) of Work or the Agency has Agreement as provided Contractor with written notice of Final Acceptance. If the Agency determines that all Deliverables satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. Contractor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any of the Agency’s rights to enforce the terms of this Contract or require performance in the event Contractor breaches this Contract or any Deficiency is later discovered with respect to such Deliverable(s)above.

Acceptance Testing. Except as Unless otherwise specified set forth in a Service Order, the procedures in this Section will apply for all DIR acceptances contemplated in connection with the Services or Work Product. For any Work Product presented for acceptance by DIR, Service Provider will provide to DIR all relevant documents, Work Product and other information that is reasonably necessary for DIR to make its evaluation. DIR shall use reasonable efforts to begin testing of the Work Product promptly upon delivery in accordance with the schedule in a transition Plan, Statement of Work or Work Order, subject to DIR’s internal testing process and integration testing cycles. DIR shall have the acceptance testing period set forth in the Scope of Workapplicable transition Plan, all Deliverables shall be subject to the Agency’s Acceptance Testing and Acceptance, unless otherwise specified in the Statement of Work. Upon completion Work or Work Order or, if none is specified, 30 Business Days following the date of all work delivery by Service Provider in accordance with the schedule Service Order (as the case may be, the “Acceptance Period”) to be performed by Contractor with respect to any Deliverable, Contractor shall deliver a written notice to complete testing of the Agency certifying that the Deliverable meets and conforms to applicable Specifications and is ready for the Agency to conduct Acceptance TestsWork Product; provided, however, that Contractor if Service Provider fails to meet delivery schedules, the Acceptance Period will be extended as necessary to synchronize with DIR’s internal testing process and integration testing cycles. (a) If the foregoing test(s) establishes that the Work Product materially conforms to the acceptance criteria, DIR shall pretest notify Service Provider of its acceptance of such Work Product. Notwithstanding the Deliverable foregoing, DIR’s acceptance of a Service or Work Product shall in no way limit the performance and warranty obligations of Service Provider hereunder. (b) If the foregoing test(s) establishes that the Work Product do not materially conform to determine the acceptance criteria, DIR shall notify Service Provider and Service Provider shall, at DIR’s option and within 15 Business Days, repair the deficiency or issue DIR a credit or refund as indicated below. The process described in this Section 4.4 shall be repeated until either the Work Product is accepted by DIR pursuant to subsection (a) above, DIR elects to receive a credit or refund pursuant to this subsection (b), or DIR is deemed to have accepted the Work Product pursuant to subsection (c) below. Notwithstanding the foregoing, DIR’s acceptance of a Service or Work Product shall in no way limit the performance and warranty obligations of Service Provider hereunder. In the event that it meets any Service or Work Product that is essential to the continued operations of DIR’s business has not been accepted by DIR within 90 Business Days after the start of testing, Service Provider shall be deemed in material default of this Agreement and operates DIR may, at DIR’s option, (i) withhold any and all payments due to Service Provider until the deficiencies related to such Services are corrected or cured, or (ii) terminate this Agreement or any Functional Area in accordance whole or in part (including any Tower, in whole or in part) as of a date set forth in the notice of termination, and receive a refund of all Fees paid under this Agreement. DIR shall not be obligated to pay any Termination Fees or Wind-Down Costs (or any other termination fees, wind-down costs or other amounts, fees or charges of any type) in connection with DIR’s exercise of the foregoing termination right. (c) If DIR fails to communicate its acceptance or rejection by the end of the applicable Specifications prior to delivering Acceptance Period, then Service Provider shall promptly so notify DIR in writing. If DIR does not communicate acceptance or rejection of the Work Product within five Business Days of such notice from Service Provider, then Service Provider may escalate the matter through the proper Governance channels, who shall attempt in good faith to resolve the Agencymatter within 30 Business Days. At If, by the Agency’s requestend of such 30 Business Day period, Contractor DIR fails to communicate its acceptance or rejection pursuant to such escalation, then Service Provider shall assist promptly so notify DIR in writing, which notice shall clearly and conspicuously identify the Agency relevant Work Product and state that DIR shall be deemed to have accepted such Work Product if DIR either (i) utilizes such Work Product in performing Acceptance Tests a production environment (and if DIR is utilizing such Work Product in a production environment at no additional cost to the Agency. Within time DIR receives such notice, DIR does not cease utilizing such Work Product in a production environment within a reasonable period of time after receipt of such notice) or (ii) fails to communicate its acceptance or rejection of such Work Product within 10 Business Days after receipt of such notice. To the Agency has completed its Acceptance Testing, extent that the Agency shall provide Contractor with written notice of Acceptance circumstances described in the foregoing clauses (i) or Non-acceptance (ii) occur with respect to each Deliverable that was evaluated during such Acceptance Testing. If the Agency determines that a Deliverable satisfies its Acceptance Testsapplicable Work Product, the Agency shall provide Contractor with notice of Acceptance with respect to such Deliverable. If the Agency determines that a Deliverable fails to satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Non-acceptance with respect to such Deliverable. In the event the Agency provides notice of Non-acceptance to Contractor with respect to any Deliverable, Contractor shall correct and repair such Deliverable and submit it to the Agency within ten (10) days of Contractor’s receipt of notice of Non- acceptance so that the Agency may re-conduct its Acceptance Tests with respect to such Deliverable. In the event the Agency determines, after re-conducting its Acceptance Tests with respect to any Deliverable that Contractor has attempted to correct or repair pursuant to this section, that such Deliverable fails to satisfy its Acceptance Tests, then the Agency shall have the continuing right, at its sole option, to: (i) require Contractor to correct and repair such Deliverable within such period of time as the Agency may specify in a written notice to Contractor; (ii) refuse to accept such Deliverable without penalty and without any obligation to pay any fees or other amounts associated with such Deliverable (or receive a refund of any fees or amounts already paid with respect to such Deliverable); (iii) accept such Deliverable on the condition that any fees or other amounts payable with respect thereto DIR shall be reduced or discounted deemed to reflect, to the Agency’s satisfaction, the Deficiencies present therein and any reduced value or functionality of have accepted such Deliverable or the costs likely to be incurred by the Agency to correct such Deficiencies; or (iv) terminate this Contract and/or seek any and all available remedies, including damagesWork Product. Notwithstanding the provisions of Section E.1 of this Contract, the Agency may terminate this Contract pursuant to this section without providing Contractor with any notice or opportunity to cure provided for in Section E.1. The Agency’s right to exercise the foregoing rights and remedies, including termination of this Contract, shall remain in effect until Acceptance Tests are successfully completed to the Agency’s satisfaction and the Agency has provided Contractor with written notice of Final Acceptance. If the Agency determines that all Deliverables satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. Contractor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed Except as a waiver of any of the Agency’s rights to enforce the terms of this Contract or require performance set forth in the event Contractor breaches this Contract preceding sentence, no Service or any Deficiency Work Product shall be considered accepted by DIR until written notification of DIR’s acceptance is later discovered with respect to such Deliverable(s)received by Service Provider.

Acceptance Testing. Except as otherwise specified in the Scope of Work, all Deliverables shall be subject to the Agency’s Acceptance Testing and Acceptance, unless otherwise specified in the Statement of Work. Upon completion of all work to be performed by Contractor with respect to any Deliverable, Contractor shall deliver a written notice to the Agency certifying that the Deliverable meets and conforms to applicable Specifications and is ready for the Agency to conduct Acceptance Tests; provided, however, that Contractor shall pretest the Deliverable to determine that it meets and operates in accordance with applicable Specifications prior to delivering such notice to the Agency. At the Agency’s request, Contractor shall assist the Agency in performing Acceptance Tests at no additional cost to the Agency. Within a reasonable period of time after the Agency has completed its Acceptance Testing, the Agency shall provide Contractor with written notice of Acceptance or Non-acceptance with respect to each Deliverable that was evaluated during such Acceptance Testing. If the Agency determines that a Deliverable satisfies its Acceptance Tests, the Agency shall provide Contractor with notice of Acceptance with respect to such Deliverable. If the Agency determines that a Deliverable fails to satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Non-Non- acceptance with respect to such Deliverable. In the event the Agency provides notice of Non-Non- acceptance to Contractor with respect to any Deliverable, Contractor shall correct and repair such Deliverable and submit it to the Agency within ten (10) days of Contractor’s receipt of notice of Non- Non-acceptance so that the Agency may re-conduct its Acceptance Tests with respect to such Deliverable. In the event the Agency determines, after re-conducting its Acceptance Tests with respect to any Deliverable that Contractor has attempted to correct or repair pursuant to this section, that such Deliverable fails to satisfy its Acceptance Tests, then the Agency shall have the continuing right, at its sole option, to: (i) require : 1.14.1 Require Contractor to correct and repair such Deliverable within such period of time as the Agency may specify in a written notice to Contractor; (ii) refuse ; 1.14.2 Refuse to accept such Deliverable without penalty and without any obligation to pay any fees or other amounts associated with such Deliverable (or receive a refund of any fees or amounts already paid with respect to such Deliverable); (iii) accept ; 1.14.3 Accept such Deliverable on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, to the Agency’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable or the costs likely to be incurred by the Agency to correct such Deficiencies; or (iv) terminate or 1.14.4 Terminate this Contract and/or seek any and all available remedies, including damages. Notwithstanding the provisions of Section E.1 1.6.1 of this Contract, the Agency may terminate this Contract pursuant to this section without providing Contractor with any notice or opportunity to cure provided for in Section E.11.6.1. The Agency’s right to exercise the foregoing rights and remedies, including termination of this Contract, shall remain in effect until Acceptance Tests are successfully completed to the Agency’s satisfaction and the Agency has provided Contractor with written notice of Final Acceptance. If the Agency determines that all Deliverables satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. Contractor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any of the Agency’s rights to enforce the terms of this Contract or require performance in the event Contractor breaches this Contract or any Deficiency is later discovered with respect to such Deliverable(s).

Acceptance Testing. Except as otherwise specified in ‌ 11.1 Where the Scope of Work, all Order states that Services and/or Deliverables shall be subject to Acceptance Testing, then this Clause 11 (and the Agency’s applicable terms of the relevant Order) shall apply. The acceptance criteria and test data which are required to show that the Deliverables comply with any pre agreed specifications in Order for the Acceptance Testing and Acceptanceshall be agreed by both parties in writing (“Acceptance Criteria”). 11.2 In relation to Acceptance Testing; a) The Company shall have a reasonable period of time, up to 2 Business Days unless otherwise specified in the Statement Order, from the Supplier’s delivery of Work. Upon completion of all work each Deliverable under the relevant Order (“Acceptance Periods”) to be performed by Contractor with respect to any Deliverable, Contractor shall deliver a written notice confirm that such Deliverable conforms to the Agency certifying that Acceptance Criteria as specified or referred to in an Order or as otherwise agreed between the Deliverable meets and conforms to applicable Specifications and is ready for the Agency to conduct Acceptance Tests; provided, however, that Contractor shall pretest the Deliverable to determine that it meets and operates in accordance with applicable Specifications prior to delivering such notice to the Agency. At the Agency’s request, Contractor shall assist the Agency in performing Acceptance Tests at no additional cost to the Agency. Within a reasonable period of time after the Agency has completed its Acceptance Testing, the Agency shall provide Contractor with written notice of Acceptance or Non-acceptance with respect to each Deliverable that was evaluated during such Acceptance TestingParties. If the Agency Company determines that a Deliverable satisfies its does not conform to the Acceptance TestsCriteria, the Agency Company shall by the last day of the Acceptance Period provide Contractor with notice to the Supplier a written list of the non-conformities to the Acceptance with respect Criteria; b) The Company shall use best efforts to such Deliverable. If correctly and efficiently ensure appropriate Acceptance Testing in relation to any Deliverables which is subject to Acceptance Tests and shall notify the Agency determines that a Deliverable fails Supplier within the Acceptance Period if any of the Deliverables do not conform to satisfy its the Acceptance Tests, the Agency shall provide Contractor with notice of Non-acceptance with respect to such DeliverableCriteria. In the event that Company has undertaken the Agency provides notice Acceptance Testing within the Acceptance Period and fails to reject any Deliverable within the relevant Acceptance Period, for all purposes under this Agreement such Deliverable, shall be deemed accepted as if the Company had issued a written acceptance thereof. Once the Deliverable has been accepted by the Company and payment has been settled in accordance with Clause 12, the Deliverable shall become the property of Nonthe Company. For the avoidance of doubt, should any non-acceptance conformities be found in earlier stages of the Deliverables but which were not highlighted to Contractor with respect the Supplier during the applicable Acceptance Period, such non-conformities shall not be subject to the remedies as set out in Clause 11.2c) below. c) If there are any non-conformities within any Deliverable, Contractor which have been highlighted by Company or the Supplier during the Acceptance Period and whereby the Deliverable has not been accepted by the Company for this reason and such non-conformity is a directly attributable act or omission on the part of the Supplier, the Supplier shall correct and repair such Deliverable and submit it (without prejudice to the Agency within ten (10Company’s other rights and remedies) days carry out all necessary remedial work without additional charge as part of Contractorthe next Deliverable which shall accordingly be modified. d) If any non-conformity cannot be remedied by the Supplier due to an error, defect or fault which the Supplier is able to demonstrate to the reasonable satisfaction of the Company to be outside the Supplier’s receipt of notice of Non- acceptance so that control and which has disabled the Agency may reSupplier’s ability to remedy such non-conduct its Acceptance Tests with respect to such Deliverable. In the event the Agency determines, after re-conducting its Acceptance Tests with respect to any Deliverable that Contractor has attempted to correct or repair pursuant to this section, that such Deliverable fails to satisfy its Acceptance Testsconformity, then the Agency shall have Supplier reserves the continuing rightright to terminate work on that specific Deliverable. The Supplier agrees not to charge Company, at its sole option, to: (i) require Contractor to correct and repair such Deliverable within such period of time as any amounts paid or payable by the Agency may specify in a written notice to Contractor; (ii) refuse to accept such Deliverable without penalty and without any obligation to pay any fees or other amounts associated with such Deliverable (or receive a refund of any fees or amounts already paid with respect to such Deliverable); (iii) accept such Deliverable on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, Company to the Agency’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable or the costs likely to be incurred by the Agency to correct such Deficiencies; or (iv) terminate this Contract and/or seek any and all available remedies, including damages. Notwithstanding the provisions of Section E.1 of this Contract, the Agency may terminate this Contract pursuant to this section without providing Contractor with any notice or opportunity to cure provided for in Section E.1. The Agency’s right to exercise the foregoing rights and remedies, including termination of this Contract, shall remain in effect until Acceptance Tests are successfully completed Supplier which specifically relate to the Agency’s satisfaction and the Agency has provided Contractor with written notice of Final Acceptance. If the Agency determines that all Deliverables satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. Contractor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall non-conforming Deliverable which cannot be construed as a waiver of any of the Agency’s rights to enforce the terms of this Contract or require performance in the event Contractor breaches this Contract or any Deficiency is later discovered with respect to such Deliverable(s)remedied.

Acceptance Testing. Except as otherwise specified in the Scope of Work, all Deliverables shall be subject to the Agency’s Acceptance Testing and Acceptance, unless otherwise specified in the Statement of Work. Upon completion of all work to be performed by Contractor with respect to any Deliverable, Contractor shall deliver a written notice to the Agency certifying that the Deliverable meets and conforms to applicable Specifications and is ready for the Agency to conduct Acceptance Tests; provided, however, that Contractor shall pretest the Deliverable to determine that it meets and operates in accordance with applicable Specifications prior to delivering such notice to the Agency. At the Agency’s request, Contractor shall assist the Agency in performing Acceptance Tests at no additional cost to the Agency. Within a reasonable period of time after the Agency has completed its Acceptance Testing, the Agency shall provide Contractor with written notice of Acceptance or Non-acceptance with respect to each Deliverable that was evaluated during such Acceptance Testing. If the Agency determines that a Deliverable satisfies its Acceptance Tests, the Agency shall provide Contractor with notice of Acceptance with respect to such Deliverable. If the Agency determines that a Deliverable fails to satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Non-acceptance with respect to such Deliverable. In the event the Agency provides notice of Non-acceptance to Contractor with respect to any Deliverable, Contractor shall correct and repair such Deliverable and submit it to the Agency within ten (10) days of Contractor’s receipt of notice of Non- Non-acceptance so that the Agency may re-conduct its Acceptance Tests with respect to such Deliverable. In the event the Agency determines, after re-re- conducting its Acceptance Tests with respect to any Deliverable that Contractor has attempted to correct or repair pursuant to this section, that such Deliverable fails to satisfy its Acceptance Tests, then the Agency shall have the continuing right, at its sole option, to: (i) require Contractor to correct and repair such Deliverable within such period of time as the Agency may specify in a written notice to Contractor; (ii) refuse to accept such Deliverable without penalty and without any obligation to pay any fees or other amounts associated with such Deliverable (or receive a refund of any fees or amounts already paid with respect to such Deliverable); (iii) accept such Deliverable on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, to the Agency’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable or the costs likely to be incurred by the Agency to correct such Deficiencies; or (iv) terminate this Contract and/or seek any and all available remedies, including damages. Notwithstanding the provisions of Section E.1 of this Contract, the Agency may terminate this Contract pursuant to this section without providing Contractor with any notice or opportunity to cure provided for in Section E.1. The Agency’s right to exercise the foregoing rights and remedies, including termination of this Contract, shall remain in effect until Acceptance Tests are successfully completed to the Agency’s satisfaction and the Agency has provided Contractor with written notice of Final Acceptance. If the Agency determines that all Deliverables satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. Contractor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any of the Agency’s rights to enforce the terms of this Contract or require performance in the event Contractor breaches this Contract or any Deficiency is later discovered with respect to such Deliverable(s).;

Acceptance Testing. Except as otherwise specified in the Scope of Work, all Deliverables shall be subject to the AgencyCounty’s Acceptance Testing and Acceptance, unless otherwise specified in the Statement of Work. Upon completion of all work to be performed by Contractor with respect to any Deliverable, Contractor shall deliver a written notice to the Agency County certifying that the Deliverable meets and conforms to applicable Specifications and is ready for the Agency County to conduct Acceptance Tests; provided, however, that Contractor shall pretest the Deliverable to determine that it meets and operates in accordance with applicable Specifications prior to delivering such notice to the AgencyCounty. At the AgencyCounty’s request, Contractor shall assist the Agency County in performing Acceptance Tests at no additional cost to the AgencyCounty. Within a reasonable period of time after the Agency County has completed its Acceptance Testing, the Agency County shall provide Contractor with written notice of Acceptance or Non-acceptance with respect to each Deliverable that was evaluated during such Acceptance Testing. If the Agency County determines that a Deliverable satisfies its Acceptance Tests, the Agency County shall provide Contractor with notice of Acceptance with respect to such Deliverable. If the Agency County determines that a Deliverable fails to satisfy its Acceptance Tests, the Agency County shall provide Contractor with notice of Non-acceptance with respect to such Deliverable. In the event the Agency County provides notice of Non-acceptance to Contractor with respect to any Deliverable, Contractor shall correct and repair such Deliverable and submit it to the Agency County within ten (10) days of Contractor’s receipt of notice of Non- Non-acceptance so that the Agency County may re-conduct its Acceptance Tests with respect to such Deliverable. In the event the Agency County determines, after re-conducting its Acceptance Tests with respect to any Deliverable that Contractor has attempted to correct or repair pursuant to this section, that such Deliverable fails to satisfy its Acceptance Tests, then the Agency County shall have the continuing right, at its sole option, to: (i) require : 1.12.1 Require Contractor to correct and repair such Deliverable within such period of time as the Agency County may specify in a written notice to Contractor; (ii) refuse ; 1.12.2 Refuse to accept such Deliverable without penalty and without any obligation to pay any fees or other amounts associated with such Deliverable (or receive a refund of any fees or amounts already paid with respect to such Deliverable); (iii) accept ; 1.12.3 Accept such Deliverable on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, to the AgencyCounty’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable or the costs likely to be incurred by the Agency County to correct such Deficiencies; or (iv) terminate or 1.12.4 Terminate this Contract and/or seek any and all available remedies, including damages. Notwithstanding the provisions of Section E.1 1.5.1 of this Contract, the Agency County may terminate this Contract pursuant to this section without providing Contractor with any notice or opportunity to cure provided for in Section E.1cure. The AgencyCounty’s right to exercise the foregoing rights and remedies, including termination of this Contract, shall remain in effect until Acceptance Tests are successfully completed to the AgencyCounty’s satisfaction and the Agency County has provided Contractor with written notice of Final Acceptance. If the Agency County determines that all Deliverables satisfy its Acceptance Tests, the Agency County shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. Contractor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any of the AgencyCounty’s rights to enforce the terms of this Contract or require performance in the event Contractor breaches this Contract or any Deficiency is later discovered with respect to such Deliverable(s).

Acceptance Testing. Except as otherwise specified in the Scope of Work, all Deliverables shall be subject to the AgencyDepartment’s Acceptance Testing and Acceptance, unless otherwise specified in the Statement of Work. Upon completion of all work to be performed by Contractor with respect to any Deliverable, Contractor shall deliver a written notice to the Agency Department certifying that the Deliverable meets and conforms to applicable Specifications and is ready for the Agency Department to conduct Acceptance Tests; provided, however, that Contractor shall pretest the Deliverable to determine that it meets and operates in accordance with applicable Specifications prior to delivering such notice to the Agency. At the Agency’s request, Contractor shall assist the Agency in performing Acceptance Tests at no additional cost to the Agency. Within a reasonable period of time after the Agency has completed its Acceptance Testing, the Agency shall provide Contractor with written notice of Acceptance or Non-acceptance with respect to each Deliverable that was evaluated during such Acceptance Testing. If the Agency determines that a Deliverable satisfies its Acceptance Tests, the Agency shall provide Contractor with notice of Acceptance with respect to such Deliverable. If the Agency determines that a Deliverable fails to satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Non-acceptance with respect to such Deliverable. In the event the Agency provides notice of Non-acceptance to Contractor with respect to any Deliverable, Contractor shall correct and repair such Deliverable and submit it to the Agency within ten (10) days of Contractor’s receipt of notice of Non- acceptance so that the Agency may re-conduct its Acceptance Tests with respect to such Deliverable. In the event the Agency determines, after re-conducting its Acceptance Tests with respect to any Deliverable that Contractor has attempted to correct or repair pursuant to this section, that such Deliverable fails to satisfy its Acceptance Tests, then the Agency shall have the continuing right, at its sole option, to: (i) , i. require Contractor to correct and repair such Deliverable within such period of time as the Agency Department may specify in a written notice to Contractor; (; ii) . refuse to accept such Deliverable without penalty and without any obligation to pay any fees or other amounts associated with such Deliverable (or receive a refund of any fees or amounts already paid with respect to such Deliverable); (; iii) . accept such Deliverable on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, to the AgencyDepartment’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable or the costs likely to be incurred by the Agency Department to correct such Deficiencies; or (or iv) . terminate this Contract and/or seek any and all available remedies, including damages. Notwithstanding the provisions of Section E.1 F.1 of this Contract, the Agency Department may terminate this Contract pursuant to this section without providing Contractor with any notice or opportunity to cure provided for in Section E.1F.1. The AgencyDepartment’s right to exercise the foregoing rights and remedies, including termination of this Contract, shall remain in effect until Acceptance Tests are successfully completed to the AgencyDepartment’s satisfaction and the Agency Department has provided Contractor with written notice of Final Acceptance. If the Agency Department determines that all Deliverables satisfy its Acceptance Tests, the Agency Department shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. Contractor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any of the AgencyDepartment’s rights to enforce the terms of this Contract or require performance in the event Contractor breaches this Contract or any Deficiency caused by the contractor is later discovered with respect to such Deliverable(s).

Acceptance Testing. Except as otherwise specified in the Scope of Work, all All Deliverables shall be subject to the AgencyDOE’s Acceptance Testing and Acceptance, unless otherwise specified as may be further described in the Statement of Worka Purchasing Instrument(s). Upon completion of all work to be performed by Contractor Vendor with respect to any DeliverableDeliverable or group of Deliverables, Contractor Vendor shall deliver a written notice to the Agency DOE certifying that the Deliverable Deliverable(s) meets and conforms to applicable Specifications Acceptance Criteria and is ready for the Agency DOE to conduct Acceptance Tests; provided, however, that Contractor Vendor shall pretest the Deliverable Deliverable(s) to determine that it meets and operates in accordance with applicable Specifications Acceptance Criteria prior to delivering such notice to the AgencyDOE. At the AgencyDOE’s request, Contractor Vendor shall assist the Agency in performing Acceptance Tests at no additional cost to the AgencyDOE. Within a reasonable period of time after the Agency DOE has completed its Acceptance Testing, the Agency DOE shall provide Contractor Vendor with written notice of Acceptance or Non-acceptance with respect to each Deliverable that was evaluated during such Acceptance Testing. If the Agency DOE determines that a Deliverable Deliverable(s) satisfies its Acceptance Tests, the Agency DOE shall provide Contractor Vendor with notice of Acceptance with respect to such DeliverableDeliverable(s). If the Agency DOE determines that a Deliverable Deliverable(s) fails to satisfy its Acceptance Tests, the Agency DOE shall provide Contractor Vendor with notice of Non-acceptance with respect to such DeliverableDeliverable(s). In the event the Agency DOE provides notice of Non-acceptance to Contractor Vendor with respect to any DeliverableDeliverable(s), Contractor Vendor shall correct and repair such Deliverable Deliverable(s) and submit it to the Agency DOE within ten (10) days of ContractorVendor’s receipt of notice of Non- Non-acceptance so that the Agency DOE may re-conduct its Acceptance Tests with respect to such DeliverableDeliverable(s). In the event the Agency determines, DOE determines after re-conducting its Acceptance Tests with respect to any Deliverable Deliverable(s) that Contractor Vendor has attempted to correct or repair pursuant to this section, Section that such Deliverable fails to satisfy its Acceptance Tests, then the Agency DOE shall have the continuing right, at its sole option, to: (i) require Contractor Require Vendor to correct and repair such Deliverable Deliverable(s) within such period of time as the Agency DOE may specify in a written notice to ContractorVendor; (ii) refuse Refuse to accept such Deliverable Deliverable(s) without penalty or legal liability and without any obligation to pay any fees or other amounts associated with such Deliverable (Deliverable(s), or receive a refund of any fees or amounts already paid with respect to such DeliverableDeliverable(s); (iiiAccept such Deliverable(s) accept such Deliverable on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, to the AgencyDOE’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable Deliverable(s) or the costs likely to be incurred by the Agency DOE to correct such Deficiencies; or (iv) terminate this Contract Terminate the applicable Purchasing Instrument and/or seek any and all available remedies, including damages. Notwithstanding the any other provisions of Section E.1 of this ContractAgreement related to termination, the Agency DOE may terminate this Contract a Purchasing Instrument in its entirety pursuant to this section Section without providing Contractor with Vendor any notice or opportunity to cure provided for in Section E.1cure. The AgencyDOE’s right to exercise the foregoing rights and remedies, including termination of this Contractthe applicable Purchasing Instrument, shall remain in effect until Acceptance Tests are successfully completed to the AgencyDOE’s satisfaction and the Agency DOE has provided Contractor Vendor with written notice of Final Acceptance. If the Agency determines that all Deliverables satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. ContractorVendor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any of the AgencyDOE’s rights to enforce the terms of this Contract Agreement or require performance in the event Contractor Vendor breaches this Contract Agreement or any Deficiency is later discovered with respect to such Deliverable(s). In addition, Vendor’s receipt of any notice of Acceptance with respect to any Deliverable(s) shall not be construed as a waiver by DOE of its right to refuse to provide notice of Final Acceptance.

Acceptance Testing. Except as otherwise CUSTOMER and PROVIDER shall develop a mutually agreeable set of Acceptance Tests with defined objectives and criteria before delivery of the Software. CUSTOMER shall have that number of days specified in the Scope of WorkProject Plan to inspect, all Deliverables shall be subject test and evaluate it to determine whether such Software conforms to the Agency’s functionality described and Acceptance Tests in the applicable Schedule. If such Software does not reasonably and substantially satisfy the functionality described for Acceptance Tests in the applicable Schedule, CUSTOMER shall give PROVIDER written notice stating why the Software is unacceptable at the end of the Acceptance Testing period and Acceptance, unless otherwise PROVIDER shall have that number of days specified in the Statement applicable Schedule to correct the deficiencies. Once corrected, PROVIDER will Install the corrected Software, and CUSTOMER shall then have a period specified in the applicable Schedule to inspect, test and re-evaluate the corrected Software. If the corrected Software still does not satisfy the acceptance criteria, CUSTOMER's Chief Executive Officer and PROVIDER's Chief Executive Officer shall attend an in-person meeting in which CUSTOMER's additional deficiencies are noted for PROVIDER; and from and after that meeting PROVIDER shall have thirty (30) days to Install the Software in accordance with the new specifications of Workthe CUSTOMER. Upon completion If after this last evaluation CUSTOMER remains dissatisfied with the corrected Software, CUSTOMER shall have no right to terminate this Agreement but, rather, shall have the option of all work to be performed by Contractor either: (1) repeating the procedure set forth above, or (2) choosing with respect to any Deliverable, Contractor the deficient Software only to seek alternative providers to deliver the software product to CUSTOMER and such use of alternative providers shall deliver a not be in violation of the Non-Competition provisions set out in Section 6 below. If CUSTOMER does not give written notice to PROVIDER within the Agency certifying inspection, testing and evaluation period or any extension of that period, that the Deliverable meets and conforms Software does not satisfy the acceptance criteria, CUSTOMER shall be deemed to applicable Specifications and have accepted the Software upon expiration of such period. Promptly upon completion of Acceptance Testing or the date the Software is ready for deemed accepted under the Agency foregoing sentence, CUSTOMER shall deliver to conduct PROVIDER a letter in the form set forth as Schedule E (the "Acceptance Tests; provided, however, that Contractor shall pretest the Deliverable to determine Letter") stating that it meets accepts the Software. The failure of CUSTOMER to deliver the Acceptance Letter shall not in any way reduce, offset or defeat the fact that CUSTOMER shall have absolutely and operates without condition be deemed to have accepted the Software in accordance with applicable Specifications prior to delivering such notice to the Agency. At the Agency’s request, Contractor shall assist the Agency in performing Acceptance Tests at no additional cost to the Agency. Within a reasonable period of time after the Agency has completed its Acceptance Testing, the Agency shall provide Contractor with written notice of Acceptance or Non-acceptance with respect to each Deliverable that was evaluated during such Acceptance Testing. If the Agency determines that a Deliverable satisfies its Acceptance Tests, the Agency shall provide Contractor with notice of Acceptance with respect to such Deliverable. If the Agency determines that a Deliverable fails to satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Non-acceptance with respect to such Deliverable. In the event the Agency provides notice of Non-acceptance to Contractor with respect to any Deliverable, Contractor shall correct and repair such Deliverable and submit it to the Agency within ten (10) days of Contractor’s receipt of notice of Non- acceptance so that the Agency may re-conduct its Acceptance Tests with respect to such Deliverable. In the event the Agency determines, after re-conducting its Acceptance Tests with respect to any Deliverable that Contractor has attempted to correct or repair pursuant to this section, that such Deliverable fails to satisfy its Acceptance Tests, then the Agency shall have the continuing right, at its sole option, to: (i) require Contractor to correct and repair such Deliverable within such period of time as the Agency may specify in a CUSTOMER does not give written notice to Contractor; (ii) refuse to accept such Deliverable without penalty PROVIDER within the inspection, testing and without any obligation to pay any fees or other amounts associated with such Deliverable (or receive a refund of any fees or amounts already paid with respect to such Deliverable); (iii) accept such Deliverable on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, to the Agency’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable or the costs likely to be incurred by the Agency to correct such Deficiencies; or (iv) terminate this Contract and/or seek any and all available remedies, including damages. Notwithstanding the provisions of Section E.1 of this Contract, the Agency may terminate this Contract pursuant to this section without providing Contractor with any notice or opportunity to cure provided for in Section E.1. The Agency’s right to exercise the foregoing rights and remedies, including termination of this Contract, shall remain in effect until Acceptance Tests are successfully completed to the Agency’s satisfaction and the Agency has provided Contractor with written notice of Final Acceptance. If the Agency determines that all Deliverables satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. Contractor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any of the Agency’s rights to enforce the terms of this Contract or require performance in the event Contractor breaches this Contract evaluation period or any Deficiency is later discovered with respect to such Deliverable(s)extension of that period, that the Software does not satisfy the acceptance criteria.

Acceptance Testing. Except as otherwise specified in the Scope of Work, all Deliverables A. Acceptance Testing shall be subject to scheduled by mutual agreement as soon as practicable following completion of Installation of the Agency’s Site or Subsystem as detailed in Riders B and H. Acceptance Testing may proceed by Site or Subsystem at the Commonwealth's option. B. The Commonwealth, the EQAC, or the Commonwealth's designee shall attend all Acceptance Testing of Sites and AcceptanceSubsystems. Contractor shall provide the Commonwealth with a minimum of fourteen (14) calendar days written advance notice of the location, unless otherwise specified in the Statement date, and time of Worksuch Acceptance Testing. Upon Immediately upon successful completion of all work to be performed by Contractor with respect to any Deliverable, Contractor shall deliver a written notice to the Agency certifying that the Deliverable meets and conforms to applicable Specifications and is ready for the Agency to conduct Acceptance Tests; provided, however, that Contractor shall pretest the Deliverable to determine that it meets and operates in accordance with applicable Specifications prior to delivering such notice to the Agency. At the Agency’s request, Contractor shall assist the Agency in performing Acceptance Tests at no additional cost to the Agency. Within a reasonable period of time after the Agency has completed its Acceptance Testing, the Agency Commonwealth shall provide notify the Contractor in writing that the Contractor has passed the applicable Acceptance Test and authorize the payment of applicable charges per Rider E. C. If the Commonwealth does not accept or approve of an initial Acceptance Test, or the Site, Subsystem(s), or Equipment do not pass the Acceptance Test, the Contractor shall submit the results of that Acceptance Test in writing to the Commonwealth along with written notice a report of its efforts to correct the cause or causes of Acceptance Test failure. The Commonwealth shall have thirty (30) calendar days after its receipt of such results to notify the Contractor in writing of acceptance of the Site or Non-acceptance with respect Subsystem and authorize the payment of applicable charges, or to each Deliverable that was evaluated during such schedule a repeat Acceptance Test. D. The Commonwealth is under no obligation to accept ownership, make progress or other payments, or acknowledge receipt of any equipment until successful completion of all applicable Acceptance Test Procedures as defined in Rider H. E. The Commonwealth may, at its option, accept a Site or Subsystem prior to successful completion of Acceptance Testing, recognizing that some discrepancies exist. These discrepancies shall be compiled and listed at the time of Acceptance Testing and acknowledged by the contractor on what is commonly referred to as a "punch list". Before the Commonwealth shall exercise this option, an agreement in writing shall be established between the Commonwealth and the contractor stating that the contractor shall make all corrections noted on the punch list by the date agreed to. If the Agency determines that a Deliverable satisfies its Acceptance Testscontractor fails to make correction of all deficiencies noted on the punch list on the date specified, the Agency shall provide Contractor with notice Commonwealth may take appropriate legal action against the contractor, and the surety company under the performance bond, for damages incurred by the Commonwealth. F. If successful completion of repeated Acceptance with respect to such Deliverable. If the Agency determines that a Deliverable fails to satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Non-acceptance with respect to such Deliverable. In the event the Agency provides notice of Non-acceptance to Contractor with respect to any Deliverable, Contractor shall correct and repair such Deliverable and submit it to the Agency Testing is not attained within ten one hundred twenty (10120) days of Contractor’s receipt of notice of Non- acceptance so that the Agency may re-conduct its Acceptance Tests with respect to such Deliverable. In Installation Date, the event the Agency determines, after re-conducting its Acceptance Tests with respect to any Deliverable that Contractor has attempted to correct or repair pursuant to this section, that such Deliverable fails to satisfy its Acceptance Tests, then the Agency Commonwealth shall have the option of terminating this Contract, or continuing right, at its sole option, to: (i) require Contractor repeated Acceptance Tests. The Commonwealth's option to correct and repair such Deliverable within such period of time as the Agency may specify in a written notice to Contractor; (ii) refuse to accept such Deliverable without penalty and without any obligation to pay any fees or other amounts associated with such Deliverable (or receive a refund of any fees or amounts already paid with respect to such Deliverable); (iii) accept such Deliverable on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, to the Agency’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable or the costs likely to be incurred by the Agency to correct such Deficiencies; or (iv) terminate this Contract and/or seek any and all available remedies, including damages. Notwithstanding the provisions of Section E.1 of this Contract, the Agency may terminate this Contract pursuant to this section without providing Contractor with any notice or opportunity to cure provided for in Section E.1. The Agency’s right to exercise the foregoing rights and remedies, including termination of this Contract, shall remain in effect until such time as a successful completion of the Acceptance Tests are successfully Testing is attained. If termination occurs, the Contractor shall be liable for all inbound and outbound preparation and shipping costs for contracted items returned. G. After a Site or Subsystem has completed a successful Acceptance Test, a Site or Subsystem which: i. is field modified from one model to another; or, ii. is installed as a Replacement by the Agency’s satisfaction Contractor, shall be subject to a new original Acceptance Test, which shall be in accordance with the provisions of this paragraph, but independently of other Sites or Subsystems in the System. The Commonwealth and the Agency has provided Contractor with written notice of Final Acceptance. If jointly shall maintain appropriate records to satisfy the Agency determines that all Deliverables satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. Contractor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any of the Agency’s rights to enforce the terms requirements of this Contract or require performance in the event Contractor breaches this Contract or any Deficiency is later discovered with respect to such Deliverable(s)paragraph.

Acceptance Testing. Except as otherwise specified in the Scope of Work, all All Deliverables shall be subject to the AgencyState or Governmental Entity’s Acceptance Testing and Acceptance, unless otherwise specified as may be further described in the Statement of Worka Purchasing Instrument(s). Upon completion of all work to be performed by Contractor Vendor with respect to any DeliverableDeliverable or group of Deliverables, Contractor Vendor shall deliver a written notice to the Agency State or Governmental Entity certifying that the Deliverable Deliverable(s) meets and conforms to applicable Specifications Acceptance Criteria and is ready for the Agency State or Governmental Entity to conduct Acceptance Tests; provided, however, that Contractor Vendor shall pretest the Deliverable Deliverable(s) to determine that it meets and operates in accordance with applicable Specifications Acceptance Criteria prior to delivering such notice to the AgencyState or Governmental Entity. At the AgencyState or Governmental Entity’s request, Contractor Vendor shall assist the Agency in performing Acceptance Tests at no additional cost to the AgencyState or Governmental Entity. Within a reasonable period of time after the Agency State or Governmental Entity has completed its Acceptance Testing, the Agency State or Governmental Entity shall provide Contractor Vendor with written notice of Acceptance or Non-acceptance with respect to each Deliverable that was evaluated during such Acceptance Testing. If the Agency State or Governmental Entity determines that a Deliverable Deliverable(s) satisfies its Acceptance Tests, the Agency State or Governmental Entity shall provide Contractor Vendor with notice of Acceptance with respect to such DeliverableDeliverable(s). If the Agency State or Governmental Entity determines that a Deliverable Deliverable(s) fails to satisfy its Acceptance Tests, the Agency State or Governmental Entity shall provide Contractor Vendor with notice of Non-acceptance with respect to such DeliverableDeliverable(s). In the event the Agency State or Governmental Entity provides notice of Non-acceptance to Contractor Vendor with respect to any DeliverableDeliverable(s), Contractor Vendor shall correct and repair such Deliverable Deliverable(s) and submit it to the Agency State or Governmental Entity within ten (10) days of ContractorVendor’s receipt of notice of Non- Non-acceptance so that the Agency State or Governmental Entity may re-conduct its Acceptance Tests with respect to such DeliverableDeliverable(s). In the event the Agency determines, State or Governmental Entity determines after re-conducting its Acceptance Tests with respect to any Deliverable Deliverable(s) that Contractor Vendor has attempted to correct or repair pursuant to this section, Section that such Deliverable fails to satisfy its Acceptance Tests, then the Agency State or Governmental Entity shall have the continuing right, at its sole option, to: (i) require Contractor : 5.1.1. Require Vendor to correct and repair such Deliverable Deliverable(s) within such period of time as the Agency State or Governmental Entity may specify in a written notice to Contractor; (ii) refuse Vendor; 5.1.2. Refuse to accept such Deliverable Deliverable(s) without penalty or legal liability and without any obligation to pay any fees or other amounts associated with such Deliverable (Deliverable(s), or receive a refund of any fees or amounts already paid with respect to such DeliverableDeliverable(s); (iii; 5.1.3. Accept such Deliverable(s) accept such Deliverable on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, to the Agencythe State or Governmental Entity’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable Deliverable(s) or the costs likely to be incurred by the Agency State or Governmental Entity to correct such Deficiencies; or (iv) terminate this Contract or 5.1.4. Terminate the applicable Purchasing Instrument and/or seek any and all available remedies, including damages. Notwithstanding the any other provisions of Section E.1 of this ContractAgreement related to termination, the Agency State or Governmental Entity may terminate this Contract a Purchasing Instrument in its entirety pursuant to this section Section without providing Contractor with Vendor any notice or opportunity to cure provided for in Section E.1cure. 5.1.5. The AgencyState or Governmental Entity’s right to exercise the foregoing rights and remedies, including termination of this Contractthe applicable Purchasing Instrument, shall remain in effect until Acceptance Tests are successfully completed to the AgencyState or Governmental Entity’s satisfaction and the Agency State or Governmental Entity has provided Contractor Vendor with written notice of Final Acceptance. If the Agency determines that all Deliverables satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. ContractorVendor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any of the AgencyState or Governmental Entity’s rights to enforce the terms of this Contract Agreement or require performance in the event Contractor Vendor breaches this Contract Agreement or any Deficiency is later discovered with respect to such Deliverable(s). In addition, Vendor’s receipt of any notice of Acceptance with respect to any Deliverable(s) shall not be construed as a waiver by the State or Governmental Entity of its right to refuse to provide notice of Final Acceptance.

Acceptance Testing. Except as otherwise specified in the Scope of Work, all Deliverables shall be subject to the Agency’s Acceptance Testing and Acceptance, unless otherwise specified in the Statement of Work. Upon completion of all work to be performed by Contractor with respect to any Deliverable, Contractor shall deliver a written notice to the Agency certifying that the Deliverable meets and conforms to applicable Specifications and is ready for the Agency to conduct Acceptance Tests; provided, however, that Contractor shall pretest the Deliverable to determine that it meets and operates in accordance with applicable Specifications prior to delivering such notice to the Agency. At the Agency’s request, Contractor shall assist the Agency in performing Acceptance Tests at no additional cost to the Agency. Within a reasonable period of time after the Agency has completed its Acceptance Testing, the Agency shall provide Contractor with written notice of Acceptance or Non-acceptance with respect to each Deliverable that was evaluated during such Acceptance Testing. If the Agency determines that a Deliverable satisfies its Acceptance Tests, the Agency shall provide Contractor with notice of Acceptance with respect to such Deliverable. If the Agency determines that a Deliverable fails to satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Non-Non- acceptance with respect to such Deliverable. In the event the Agency provides notice of Non-Non- acceptance to Contractor with respect to any Deliverable, Contractor shall correct and repair such Deliverable and submit it to the Agency within ten (10) days reasonably and mutually agreed time of Contractor’s receipt of notice of Non- Non-acceptance so that the Agency may re-conduct its Acceptance Tests with respect to such Deliverable. In the event the Agency determines, after re-conducting its Acceptance Tests with respect to any Deliverable that Contractor has attempted to correct or repair pursuant to this section, that such Deliverable fails to satisfy its Acceptance Tests, then the Agency shall have the continuing right, at its sole option, to: (i) require : 1.14.1 Require Contractor to correct and repair such Deliverable within such period of time as the Agency may specify in a written notice to Contractor; (ii) refuse ; 1.14.2 Refuse to accept such Deliverable without penalty and without any obligation to pay any fees or other amounts associated with such Deliverable (or receive a refund of any fees or amounts already paid with respect to such Deliverable); (iii) accept ; 1.14.3 Accept such Deliverable on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, to the Agency’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable or the costs likely to be incurred by the Agency to correct such Deficiencies; or (iv) terminate or 1.14.4 Terminate this Contract and/or seek any and all available remedies, including damages. Notwithstanding the provisions of Section E.1 1.6.1 of this Contract, the Agency may terminate this Contract pursuant to this section without providing Contractor with any notice or opportunity to cure provided for in Section E.11.6.1. The Agency’s right to exercise the foregoing rights and remedies, including termination of this Contract, shall remain in effect until Acceptance Tests are successfully completed to the Agency’s satisfaction and the Agency has provided Contractor with written notice of Final Acceptance. If the Agency determines that all Deliverables satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. Contractor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any of the Agency’s rights to enforce the terms of this Contract or require performance in the event Contractor breaches this Contract or any Deficiency is later discovered with respect to such Deliverable(s).

Acceptance Testing. Except as otherwise specified in the Scope of Work, all All Deliverables shall be subject to the AgencyDOE’s Acceptance Testing and Acceptance, unless otherwise specified as may be further described in the Statement of Worka Purchasing Instrument(s). Upon completion of all work to be performed by Contractor Vendor with respect to any DeliverableDeliverable or group of Deliverables, Contractor Vendor shall deliver a written notice to the Agency DOE certifying that the Deliverable Deliverable(s) meets and conforms to applicable Specifications Acceptance Criteria and is ready for the Agency DOE to conduct Acceptance Tests; provided, however, that Contractor Vendor shall pretest the Deliverable Deliverable(s) to determine that it meets and operates in accordance with applicable Specifications Acceptance Criteria prior to delivering such notice to the AgencyDOE. At the AgencyDOE’s request, Contractor Vendor shall assist the Agency in performing Acceptance Tests at no additional cost to the AgencyDOE. Within a reasonable period of time after the Agency DOE has completed its Acceptance Testing, the Agency DOE shall provide Contractor Vendor with written notice of Acceptance or Non-acceptance with respect to each Deliverable that was evaluated during such Acceptance Testing. If the Agency DOE determines that a Deliverable Deliverable(s) satisfies its Acceptance Tests, the Agency DOE shall provide Contractor Vendor with notice of Acceptance with respect to such DeliverableDeliverable(s). If the Agency DOE determines that a Deliverable Deliverable(s) fails to satisfy its Acceptance Tests, the Agency DOE shall provide Contractor Vendor with notice of Non-acceptance with respect to such DeliverableDeliverable(s). In the event the Agency DOE provides notice of Non-acceptance to Contractor Vendor with respect to any DeliverableDeliverable(s), Contractor Vendor shall correct and repair such Deliverable Deliverable(s) and submit it to the Agency DOE within ten (10) days of ContractorVendor’s receipt of notice of Non- Non-acceptance so that the Agency DOE may re-conduct its Acceptance Tests with respect to such DeliverableDeliverable(s). In the event the Agency determines, DOE determines after re-conducting its Acceptance Tests with respect to any Deliverable Deliverable(s) that Contractor Vendor has attempted to correct or repair pursuant to this section, Section that such Deliverable fails to satisfy its Acceptance Tests, then the Agency DOE shall have the continuing right, at its sole option, to: (i) require Contractor : 5.1.1. Require Vendor to correct and repair such Deliverable Deliverable(s) within such period of time as the Agency DOE may specify in a written notice to Contractor; (ii) refuse Vendor; 5.1.2. Refuse to accept such Deliverable Deliverable(s) without penalty or legal liability and without any obligation to pay any fees or other amounts associated with such Deliverable (Deliverable(s), or receive a refund of any fees or amounts already paid with respect to such DeliverableDeliverable(s); (iii; 5.1.3. Accept such Deliverable(s) accept such Deliverable on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, to the AgencyDOE’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable Deliverable(s) or the costs likely to be incurred by the Agency DOE to correct such Deficiencies; or (iv) terminate this Contract or 5.1.4. Terminate the applicable Purchasing Instrument and/or seek any and all available remedies, including damages. Notwithstanding the any other provisions of Section E.1 of this ContractAgreement related to termination, the Agency DOE may terminate this Contract a Purchasing Instrument in its entirety pursuant to this section Section without providing Contractor with Vendor any notice or opportunity to cure provided for in Section E.1cure. The AgencyDOE’s right to exercise the foregoing rights and remedies, including termination of this Contractthe applicable Purchasing Instrument, shall remain in effect until Acceptance Tests are successfully completed to the AgencyDOE’s satisfaction and the Agency DOE has provided Contractor Vendor with written notice of Final Acceptance. If the Agency determines that all Deliverables satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. ContractorVendor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any of the AgencyDOE’s rights to enforce the terms of this Contract Agreement or require performance in the event Contractor Vendor breaches this Contract Agreement or any Deficiency is later discovered with respect to such Deliverable(s). In addition, ▇▇▇▇▇▇’s receipt of any notice of Acceptance with respect to any Deliverable(s) shall not be construed as a waiver by DOE of its right to refuse to provide notice of Final Acceptance.

Acceptance Testing. Except as otherwise specified in the Scope of Work, all All Deliverables shall be subject to the Agencyapplicable Governmental Entity’s Acceptance Testing and Acceptance, unless otherwise specified which, to the extent not set forth in this Agreement, must be set forth in writing in the Statement of Workapplicable Purchasing Instrument(s). Upon completion of all work to be performed by Contractor Vendor with respect to any DeliverableDeliverable or group of Deliverables, Contractor Vendor shall deliver a written notice to the Agency applicable Governmental Entity certifying that the Deliverable Deliverable(s) meets and conforms to applicable Specifications and is ready for the Agency Governmental Entity to conduct Acceptance Tests; provided, however, that Contractor Vendor shall pretest the Deliverable Deliverable(s) to determine that it meets and operates in accordance with applicable Specifications prior to delivering such notice to the Agencyapplicable Governmental Entity. At the Agencya Governmental Entity’s request, Contractor Vendor shall reasonably assist the Agency in performing Acceptance Tests at no additional cost to the AgencyGovernmental Entity. Within Unless a reasonable period of time after specific Acceptance timeline is otherwise set forth in the Agency has completed its Acceptance Testingapplicable Purchasing Instrument, the Agency Governmental Entity shall provide Contractor Vendor with written notice of Acceptance or Non-acceptance Acceptance with respect to each Deliverable that was evaluated during such Acceptance Testing, within a reasonable period of time after Vendor has delivered the written notice described in the second sentence of this Section, and in any event, within thirty (30) after Vendor has delivered such notice. If, after the initial thirty (30) day notification period (or such other initial period as may be set forth in the applicable Purchasing Instrument), the Governmental Entity has not delivered written notice of Acceptance or Non-Acceptance of Deliverable(s), Vendor shall provide notice and opportunity to the Governmental Entity for an additional fifteen (15) day notification period. If after this additional notification period the Governmental Entity still has not provided written notice of Acceptance, Non-Acceptance, or other such status report as may be deemed reasonable and responsive in the sole discretion of Vendor, the Deliverable(s) may be deemed Accepted. If the Agency Governmental Entity determines that a Deliverable Deliverable(s) satisfies its Acceptance Tests, the Agency Governmental Entity shall provide Contractor Vendor with notice of Acceptance with respect to such DeliverableDeliverable(s). If the Agency Governmental Entity determines that a Deliverable Deliverable(s) fails to satisfy its Acceptance Tests, the Agency Governmental Entity shall provide Contractor Vendor with notice of Non-acceptance with respect to such DeliverableDeliverable(s). In the event the Agency Governmental Entity provides notice of Non-acceptance to Contractor Vendor with respect to any DeliverableDeliverable(s), Contractor Vendor shall correct and repair such Deliverable Deliverable(s) and submit it to the Agency Governmental Entity within ten a reasonable period of time, and in any event, within thirty (1030) days of ContractorVendor’s receipt of notice of Non- Non-acceptance so that the Agency Governmental Entity may re-conduct its Acceptance Tests with respect to such DeliverableDeliverable(s). In the event the Agency determines, Governmental Entity determines after re-re- conducting its Acceptance Tests with respect to any Deliverable Deliverable(s) that Contractor Vendor has attempted to correct or repair pursuant to this section, Section that such Deliverable fails to satisfy its Acceptance Tests, then the Agency Governmental Entity shall have the continuing right, at its sole option, to: (i) require Contractor : 5.1.1. Require Vendor to correct and repair such Deliverable Deliverable(s) within such reasonable period of time as the Agency Governmental Entity may specify in a written notice to Contractor; (ii) refuse Vendor; 5.1.2. Refuse to accept such Deliverable Deliverable(s) without penalty or legal liability and without any obligation to pay any fees or other amounts associated with such Deliverable (Deliverable(s), or receive a refund of any fees or amounts already paid with respect to such DeliverableDeliverable(s); (iii) accept such Deliverable on or, 5.1.3. Terminate the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, to the Agency’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable or the costs likely to be incurred by the Agency to correct such Deficiencies; or (iv) terminate this Contract applicable Purchasing Instrument and/or seek any and all available remedies, including damages. Notwithstanding the any other provisions of Section E.1 of this ContractAgreement related to termination, the Agency a Governmental Entity may terminate this Contract a Purchasing Instrument in its entirety pursuant to this section Section without providing Contractor with Vendor any notice or opportunity to cure provided for in Section E.1cure. The AgencyA Governmental Entity’s right to exercise the foregoing rights and remedies, including termination of this Contractthe applicable Purchasing Instrument, shall remain in effect until Acceptance Tests are successfully completed to the AgencyGovernmental Entity’s satisfaction and the Agency Governmental Entity has provided Contractor Vendor with written notice of Final Acceptance. If the Agency determines that all Deliverables satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. ContractorVendor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any of the AgencyGovernmental Entity’s rights to enforce the terms of this Contract Agreement or require performance in the event Contractor Vendor breaches this Contract or Agreement. In addition, Vendor’s receipt of any Deficiency is later discovered notice of Acceptance with respect to such any Deliverable(s)) shall not be construed as a waiver by the Governmental Entity of its right to refuse to provide notice of Final Acceptance.

Acceptance Testing. Except as otherwise specified in ‌ 12.1 Where the Scope of Work, all Order states that Services and/or Deliverables shall be subject to Acceptance Testing, then this Clause 12 (and the Agency’s applicable terms of the relevant Order) shall apply. The acceptance criteria and test data which are required to show that the Deliverables comply with any pre agreed specifications in Order for the Acceptance Testing and Acceptanceshall be agreed by both parties in writing (“Acceptance Criteria”). 12.2 In relation to Acceptance Testing; a) The Company shall have a reasonable period of time, up to 2 Business Days unless otherwise specified in the Statement Order, from the Supplier’s delivery of Work. Upon completion of all work each Deliverable under the relevant Order (“Acceptance Periods”) to be performed by Contractor with respect to any Deliverable, Contractor shall deliver a written notice confirm that such Deliverable conforms to the Agency certifying that Acceptance Criteria as specified or referred to in an Order or as otherwise agreed between the Deliverable meets and conforms to applicable Specifications and is ready for the Agency to conduct Acceptance Tests; provided, however, that Contractor shall pretest the Deliverable to determine that it meets and operates in accordance with applicable Specifications prior to delivering such notice to the Agency. At the Agency’s request, Contractor shall assist the Agency in performing Acceptance Tests at no additional cost to the Agency. Within a reasonable period of time after the Agency has completed its Acceptance Testing, the Agency shall provide Contractor with written notice of Acceptance or Non-acceptance with respect to each Deliverable that was evaluated during such Acceptance TestingParties. If the Agency Company determines that a Deliverable satisfies its does not conform to the Acceptance TestsCriteria, the Agency Company shall by the last day of the Acceptance Period provide Contractor with notice to the Supplier a written list of the non-conformities to the Acceptance with respect Criteria; b) The Company shall use best efforts to such Deliverable. If correctly and efficiently ensure appropriate Acceptance Testing in relation to any Deliverables which is subject to Acceptance Tests and shall notify the Agency determines that a Deliverable fails Supplier within the Acceptance Period if any of the Deliverables do not conform to satisfy its the Acceptance Tests, the Agency shall provide Contractor with notice of Non-acceptance with respect to such DeliverableCriteria. In the event that Company has undertaken the Agency provides notice Acceptance Testing within the Acceptance Period and fails to reject any Deliverable within the relevant Acceptance Period, for all purposes under this Agreement such Deliverable, shall be deemed accepted as if the Company had issued a written acceptance thereof. Once the Deliverable has been accepted by the Company and payment has been settled in accordance with Clause 13, the Deliverable shall become the property of Nonthe Company. For the avoidance of doubt, should any non-acceptance conformities be found in earlier stages of the Deliverables but which were not highlighted to Contractor with respect the Supplier during the applicable Acceptance Period, such non-conformities shall not be subject to the remedies as set out in Clause 12.2c) below. c) If there are any non-conformities within any Deliverable, Contractor which have been highlighted by Company or the Supplier during the Acceptance Period and whereby the Deliverable has not been accepted by the Company for this reason and such non-conformity is a directly attributable act or omission on the part of the Supplier, the Supplier shall correct and repair such Deliverable and submit it (without prejudice to the Agency within ten (10Company’s other rights and remedies) days carry out all necessary remedial work without additional charge as part of Contractorthe next Deliverable which shall accordingly be modified. d) If any non-conformity cannot be remedied by the Supplier due to an error, defect or fault which the Supplier is able to demonstrate to the reasonable satisfaction of the Company to be outside the Supplier’s receipt of notice of Non- acceptance so that control and which has disabled the Agency may reSupplier’s ability to remedy such non-conduct its Acceptance Tests with respect to such Deliverable. In the event the Agency determines, after re-conducting its Acceptance Tests with respect to any Deliverable that Contractor has attempted to correct or repair pursuant to this section, that such Deliverable fails to satisfy its Acceptance Testsconformity, then the Agency shall have Supplier reserves the continuing rightright to terminate work on that specific Deliverable. The Supplier agrees not to charge Company, at its sole option, to: (i) require Contractor to correct and repair such Deliverable within such period of time as any amounts paid or payable by the Agency may specify in a written notice to Contractor; (ii) refuse to accept such Deliverable without penalty and without any obligation to pay any fees or other amounts associated with such Deliverable (or receive a refund of any fees or amounts already paid with respect to such Deliverable); (iii) accept such Deliverable on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, Company to the Agency’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable or the costs likely to be incurred by the Agency to correct such Deficiencies; or (iv) terminate this Contract and/or seek any and all available remedies, including damages. Notwithstanding the provisions of Section E.1 of this Contract, the Agency may terminate this Contract pursuant to this section without providing Contractor with any notice or opportunity to cure provided for in Section E.1. The Agency’s right to exercise the foregoing rights and remedies, including termination of this Contract, shall remain in effect until Acceptance Tests are successfully completed Supplier which specifically relate to the Agency’s satisfaction and the Agency has provided Contractor with written notice of Final Acceptance. If the Agency determines that all Deliverables satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. Contractor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall non-conforming Deliverable which cannot be construed as a waiver of any of the Agency’s rights to enforce the terms of this Contract or require performance in the event Contractor breaches this Contract or any Deficiency is later discovered with respect to such Deliverable(s)remedied.

Acceptance Testing. Except as otherwise specified in the Scope of Work, all Deliverables shall be subject to the Agency’s Acceptance Testing and Acceptance, unless otherwise specified in the Statement of Work. Upon completion of all work to be performed by Contractor with respect to any Deliverable, Contractor shall deliver a written notice to the Agency certifying that the Deliverable meets and conforms to applicable Specifications and is ready for the Agency to conduct Acceptance Tests; provided, however, that Contractor shall pretest the Deliverable to determine that it meets and operates in accordance with applicable Specifications prior to delivering such notice to the Agency. At the Agency’s request, Contractor shall assist the Agency in performing Acceptance Tests at no additional cost to the Agency. Within a reasonable period of time after the Agency has completed its Acceptance Testing, the Agency shall provide Contractor with written notice of Acceptance or Non-acceptance with respect to each Deliverable that was evaluated during such Acceptance Testing. If the Agency determines that a Deliverable satisfies its Acceptance Tests, the Agency shall provide Contractor with notice of Acceptance with respect to such Deliverable. If the Agency determines that a Deliverable fails to satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Non-Non- acceptance with respect to such Deliverable. In the event the Agency provides notice of Non-Non- acceptance to Contractor with respect to any Deliverable, Contractor shall correct and repair such Deliverable and submit it to the Agency within ten (10) days of Contractor’s receipt of notice of Non- Non-acceptance so that the Agency may re-conduct its Acceptance Tests with respect to such Deliverable. In the event the Agency determines, after re-conducting its Acceptance Tests with respect to any Deliverable that Contractor has attempted to correct or repair pursuant to this section, that such Deliverable fails to satisfy its Acceptance Tests, then the Agency shall have the continuing right, at its sole option, to: (i) require : 4.14.1 Require Contractor to correct and repair such Deliverable within such period of time as the Agency may specify in a written notice to Contractor; (ii) refuse ; 4.14.2 Refuse to accept such Deliverable without penalty and without any obligation to pay any fees or other amounts associated with such Deliverable (or receive a refund of any fees or amounts already paid with respect to such Deliverable); (iii) accept ; 4.14.3 Accept such Deliverable on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, to the Agency’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable or the costs likely to be incurred by the Agency to correct such Deficiencies; or (iv) terminate or 4.14.4 Terminate this Contract and/or seek any and all available remedies, including damages. Notwithstanding the provisions of Section E.1 1.6.1 of this Contract, the Agency may terminate this Contract pursuant to this section without providing Contractor with any notice or opportunity to cure provided for in Section E.11.6.1. The Agency’s right to exercise the foregoing rights and remedies, including termination of this Contract, shall remain in effect until Acceptance Tests are successfully completed to the Agency’s satisfaction and the Agency has provided Contractor with written notice of Final Acceptance. If the Agency determines that all Deliverables satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. Contractor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any of the Agency’s rights to enforce the terms of this Contract or require performance in the event Contractor breaches this Contract or any Deficiency is later discovered with respect to such Deliverable(s).

Acceptance Testing. Except as otherwise specified in the Scope of Work, all Deliverables shall be subject to the Agency’s (a) Acceptance Testing and Acceptance, unless otherwise specified in the Statement of Work. Upon completion of all work to shall be performed by Contractor IMPSAT in accordance with respect Exhibit 3. SAC and its designated representatives may observe, at their own expense, IMPSAT's tests and review the test results. SAC may request IMPSAT to conduct and/or may itself conduct any Deliverableadditional tests to demonstrate compliance with the provisions of this Agreement and the Acceptance Criteria, Contractor shall deliver provided such additional tests are conducted in a written notice manner designed to the Agency certifying minimize any interference with, or delay in, IMPSAT's construction thereof. If such additional tests do demonstrate that the Deliverable meets provisions of this Agreement and conforms to applicable the Design Specifications or the Acceptance Criteria have been complied with, then SAC shall be responsible for paying the costs of such additional tests, and is ready any delay beyond IMPSAT's schedule for the Agency to conduct Acceptance Tests; providedcompletion of its tests caused by such process shall be a Force Majeure. If, however, such additional tests demonstrate that Contractor shall pretest the Deliverable to determine that it meets and operates in accordance with applicable Specifications prior to delivering such notice to the Agency. At the Agency’s request, Contractor shall assist the Agency in performing Acceptance Tests at no additional cost to the Agency. Within a reasonable period of time after the Agency has completed its Acceptance Testing, the Agency shall provide Contractor with written notice of Acceptance or Non-acceptance with respect to each Deliverable that was evaluated during such Acceptance Testing. If the Agency determines that a Deliverable satisfies its Acceptance Tests, the Agency shall provide Contractor with notice of Acceptance with respect to such Deliverable. If the Agency determines that a Deliverable fails to satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Non-acceptance with respect to such Deliverable. In the event the Agency provides notice of Non-acceptance to Contractor with respect to any Deliverable, Contractor shall correct and repair such Deliverable and submit it to the Agency within ten (10) days of Contractor’s receipt of notice of Non- acceptance so that the Agency may re-conduct its Acceptance Tests with respect to such Deliverable. In the event the Agency determines, after re-conducting its Acceptance Tests with respect to any Deliverable that Contractor has attempted to correct or repair pursuant to this section, that such Deliverable fails to satisfy its Acceptance Tests, then the Agency shall have the continuing right, at its sole option, to: (i) require Contractor to correct and repair such Deliverable within such period of time as the Agency may specify in a written notice to Contractor; (ii) refuse to accept such Deliverable without penalty and without any obligation to pay any fees or other amounts associated with such Deliverable (or receive a refund of any fees or amounts already paid with respect to such Deliverable); (iii) accept such Deliverable on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, to the Agency’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable or the costs likely to be incurred by the Agency to correct such Deficiencies; or (iv) terminate this Contract and/or seek any and all available remedies, including damages. Notwithstanding the provisions of Section E.1 this Agreement or the Acceptance Criteria have not been complied with, then it shall be IMPSAT's responsibility to pay the costs of this Contractsuch additional tests, and any delay caused by such process shall not be a Force Majeure. (b) Until the Agency may terminate this Contract pursuant Date of Final Acceptance of the Backhaul System, SAC agrees to this section without providing Contractor with any allow IMPSAT access to all Segments of the Backhaul System which have previously been the subject of Provisional Acceptance, provided that IMPSAT shall give SAC reasonable notice or opportunity of its requirement for such access and shall take reasonable steps to cure provided for in Section E.1. The Agency’s right to exercise the foregoing rights and remedies, including termination of this Contract, shall remain in effect until Acceptance Tests are successfully completed minimize disruptions to the Agency’s satisfaction and operation of the Agency has provided Contractor with written notice Backhaul System. (c) Once the Backhaul System is Ready for Provisional Acceptance, SAC shall issue a Certificate of Provisional Acceptance. (d) Once the Backhaul System is Ready for Final Acceptance, SAC shall issue a Certificate of Final Acceptance. If the Agency determines that all Deliverables satisfy its . (e) SAC shall not unreasonably withhold or delay issuance of a Certificate of Provisional Acceptance Tests, the Agency shall provide Contractor with notice or a Certificate of Final Acceptance. (f) IMPSAT agrees that the Date of Provisional Acceptance with respect to such Deliverables. Contractor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any of the Agency’s rights to enforce Backhaul System will occur by the terms of this Contract or require performance in the event Contractor breaches this Contract or any Deficiency is later discovered with respect to such Deliverable(s)Scheduled RFS Date.

Acceptance Testing. Except as otherwise specified in the Scope of Work, all Deliverables shall be subject to the Agency’s (a) Acceptance Testing and Acceptance, unless otherwise specified in the Statement of Work. Upon completion of all work to shall be performed by Contractor IMPSAT in accordance with respect Exhibit 4. SAC and its designated representatives may observe, at their own expense, IMPSAT's tests and review the test results. SAC may request IMPSAT to conduct and/or may itself conduct any Deliverableadditional tests to demonstrate compliance with the provisions of this Agreement and the Acceptance Criteria, Contractor shall deliver provided such additional tests are conducted in a written notice manner designed to the Agency certifying minimize any interference with, or delay in, IMPSAT's construction thereof. If such additional tests do demonstrate that the Deliverable meets provisions of this Agreement and conforms to applicable Specifications the Design Specification or the Acceptance Criteria have been complied with, then SAC shall be responsible for paying the costs of such additional tests, and is ready any delay beyond IMPSAT's schedule for the Agency to conduct Acceptance Tests; providedcompletion of its tests caused by such process shall be a Force Majeure. If, however, such additional tests demonstrate that Contractor the provisions of this Agreement or the Acceptance Criteria have not been complied with, then it shall pretest be IMPSAT's responsibility to pay the Deliverable costs of such additional tests, and any delay caused by such process shall not be a Force Majeure. (b) Until the Date of Final Acceptance of TAC, SAC agrees to determine allow IMPSAT access to all Segments of TAC which have previously been the subject of Provisional Acceptance, provided that it meets IMPSAT shall give SAC reasonable notice of its requirement for such access and operates in accordance with applicable Specifications prior shall take reasonable steps to delivering such notice minimize disruptions to the Agency. At the Agency’s requestoperation of TAC. (c) Once a Segment is Ready for Provisional Acceptance, Contractor SAC shall assist the Agency in performing Acceptance Tests at no additional cost to the Agency. Within issue a reasonable period Certificate of time after the Agency has completed its Acceptance Testing, the Agency shall provide Contractor with written notice of Acceptance or Non-acceptance with respect to each Deliverable that was evaluated during such Acceptance Testing. If the Agency determines that a Deliverable satisfies its Acceptance Tests, the Agency shall provide Contractor with notice of Provisional Acceptance with respect to such Deliverable. If the Agency determines that Segment. (d) Once TAC is Ready for Final Acceptance, SAC shall issue a Deliverable fails to satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Non-acceptance with respect to such Deliverable. In the event the Agency provides notice of Non-acceptance to Contractor with respect to any Deliverable, Contractor shall correct and repair such Deliverable and submit it to the Agency within ten (10) days of Contractor’s receipt of notice of Non- acceptance so that the Agency may re-conduct its Acceptance Tests with respect to such Deliverable. In the event the Agency determines, after re-conducting its Acceptance Tests with respect to any Deliverable that Contractor has attempted to correct or repair pursuant to this section, that such Deliverable fails to satisfy its Acceptance Tests, then the Agency shall have the continuing right, at its sole option, to: (i) require Contractor to correct and repair such Deliverable within such period of time as the Agency may specify in a written notice to Contractor; (ii) refuse to accept such Deliverable without penalty and without any obligation to pay any fees or other amounts associated with such Deliverable (or receive a refund of any fees or amounts already paid with respect to such Deliverable); (iii) accept such Deliverable on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, to the Agency’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable or the costs likely to be incurred by the Agency to correct such Deficiencies; or (iv) terminate this Contract and/or seek any and all available remedies, including damages. Notwithstanding the provisions of Section E.1 of this Contract, the Agency may terminate this Contract pursuant to this section without providing Contractor with any notice or opportunity to cure provided for in Section E.1. The Agency’s right to exercise the foregoing rights and remedies, including termination of this Contract, shall remain in effect until Acceptance Tests are successfully completed to the Agency’s satisfaction and the Agency has provided Contractor with written notice Certificate of Final Acceptance. If the Agency determines that all Deliverables satisfy its . (e) SAC shall not unreasonably withhold or delay issuance of a Certificate of Provisional Acceptance Tests, the Agency shall provide Contractor with notice or a Certificate of Final Acceptance. (f) IMPSAT agrees that the Date of Provisional Acceptance with respect to of each Segment will occur by the Scheduled RFS Dates for such Deliverables. Contractor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any of the Agency’s rights to enforce the terms of this Contract or require performance in the event Contractor breaches this Contract or any Deficiency is later discovered with respect to such Deliverable(s)Segment.

Acceptance Testing. Except as otherwise specified in the Scope of Work, all Deliverables shall be subject to the AgencyCounty’s Acceptance Testing and Acceptance, unless otherwise specified in the Statement of Work. Upon completion of all work to be performed by Contractor with respect to any Deliverable, Contractor shall deliver a written notice to the Agency County certifying that the Deliverable meets and conforms to applicable Specifications and is ready for the Agency County to conduct Acceptance Tests; provided, however, that Contractor shall pretest the Deliverable to determine that it meets and operates in accordance with applicable Specifications prior to delivering such notice to the AgencyCounty. At the AgencyCounty’s request, Contractor shall assist the Agency County in performing Acceptance Tests at no additional cost to the AgencyCounty. Within a reasonable period of time after the Agency County has completed its Acceptance Testing, the Agency County shall provide Contractor with written notice of Acceptance or Non-acceptance with respect to each Deliverable that was evaluated during such Acceptance Testing. If the Agency County determines that a Deliverable satisfies its Acceptance Tests, the Agency County shall provide Contractor with notice of Acceptance with respect to such Deliverable. If the Agency County determines that a Deliverable fails to satisfy its Acceptance Tests, the Agency County shall provide Contractor with notice of Non-acceptance with respect to such Deliverable. In the event the Agency County provides notice of Non-acceptance to Contractor with respect to any Deliverable, Contractor shall correct and repair such Deliverable and submit it to the Agency County within ten (10) days of Contractor’s receipt of notice of Non- Non-acceptance so that the Agency County may re-conduct its Acceptance Tests with respect to such Deliverable. In the event the Agency County determines, after re-conducting its Acceptance Tests with respect to any Deliverable that Contractor has attempted to correct or repair pursuant to this section, that such Deliverable fails to satisfy its Acceptance Tests, then the Agency County shall have the continuing right, at its sole option, to: (i) require : 1.12.1 Require Contractor to correct and repair such Deliverable within such period of time as the Agency County may specify in a written notice to Contractor; (ii) refuse ; 1.12.2 Refuse to accept such Deliverable without penalty and without any obligation to pay any fees or other amounts associated with such Deliverable (or receive a refund of any fees or amounts already paid with respect to such Deliverable); (iii) accept ; 1.12.3 Accept such Deliverable on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, to the AgencyCounty’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable or the costs likely to be incurred by the Agency County to correct such Deficiencies; or (iv) terminate or 1.12.4 Terminate this Contract and/or seek any and all available remedies, including damages. Notwithstanding the provisions of Section E.1 1.5.1 of this Contract, the Agency County may terminate this Contract pursuant to this section without providing Contractor with any notice or opportunity to cure provided for in Section E.1cure. The AgencyCounty’s right to exercise the foregoing rights and remedies, including termination of this Contract, shall remain in effect until Acceptance Tests are successfully completed to the AgencyCounty’s satisfaction and the Agency County has provided Contractor with written notice of Final Acceptance. If the Agency County determines that all Deliverables satisfy its Acceptance Tests, the Agency County shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. Contractor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any of the AgencyCounty’s rights to enforce the terms of this Contract or require performance in the event Contractor breaches this Contract or any Deficiency is later discovered with respect to such Deliverable(s).Contract

Acceptance Testing. Except as otherwise specified in the Scope of Work, all All Deliverables shall be subject to the Agencyapplicable Governmental Entity’s Acceptance Testing and Acceptance, unless otherwise specified as may be further described in the Statement of Worka Purchasing Instrument(s). Upon completion of all work to be performed by Contractor Vendor with respect to any DeliverableDeliverable or group of Deliverables, Contractor Vendor shall deliver a written notice to the Agency applicable Governmental Entity certifying that the Deliverable Deliverable(s) meets and conforms to applicable Specifications and is ready for the Agency Governmental Entity to conduct Acceptance Tests; provided, however, that Contractor Vendor shall pretest the Deliverable Deliverable(s) to determine that it meets and operates in accordance with applicable Specifications prior to delivering such notice to the Agencyapplicable Governmental Entity. At the Agencya Governmental Entity’s request, Contractor Vendor shall assist the Agency in performing Acceptance Tests at no additional cost to the AgencyGovernmental Entity. Within a reasonable period of time after the Agency a Governmental Entity has completed its Acceptance Testing, the Agency Governmental Entity shall provide Contractor Vendor with written notice of Acceptance or Non-acceptance with respect to each Deliverable that was evaluated during such Acceptance Testing. If the Agency Governmental Entity determines that a Deliverable Deliverable(s) satisfies its Acceptance Tests, the Agency Governmental Entity shall provide Contractor Vendor with notice of Acceptance with respect to such DeliverableDeliverable(s). If the Agency Governmental Entity determines that a Deliverable Deliverable(s) fails to satisfy its Acceptance Tests, the Agency Governmental Entity shall provide Contractor Vendor with notice of Non-acceptance with respect to such DeliverableDeliverable(s). In the event the Agency Governmental Entity provides notice of Non-acceptance to Contractor Vendor with respect to any DeliverableDeliverable(s), Contractor Vendor shall correct and repair such Deliverable Deliverable(s) and submit it to the Agency Governmental Entity within ten (10) days of ContractorVendor’s receipt of notice of Non- Non-acceptance so that the Agency Governmental Entity may re-conduct its Acceptance Tests with respect to such DeliverableDeliverable(s). In the event the Agency determines, Governmental Entity determines after re-conducting its Acceptance Tests with respect to any Deliverable Deliverable(s) that Contractor Vendor has attempted to correct or repair pursuant to this section, Section that such Deliverable fails to satisfy its Acceptance Tests, then the Agency Governmental Entity shall have the continuing right, at its sole option, to: (i) require Contractor : 5.1.1. Require Vendor to correct and repair such Deliverable Deliverable(s) within such period of time as the Agency Governmental Entity may specify in a written notice to Contractor; (ii) refuse Vendor; 5.1.2. Refuse to accept such Deliverable Deliverable(s) without penalty or legal liability and without any obligation to pay any fees or other amounts associated with such Deliverable (Deliverable(s), or receive a refund of any fees or amounts already paid with respect to such DeliverableDeliverable(s); (iii; 5.1.3. Accept such Deliverable(s) accept such Deliverable on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, to the AgencyGovernmental Entity’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable Deliverable(s) or the costs likely to be incurred by the Agency Governmental Entity to correct such Deficiencies; or (iv) terminate this Contract or 5.1.4. Terminate the applicable Purchasing Instrument and/or seek any and all available remedies, including damages. Notwithstanding the any other provisions of Section E.1 of this ContractAgreement related to termination, the Agency a Governmental Entity may terminate this Contract a Purchasing Instrument in its entirety pursuant to this section Section without providing Contractor with Vendor any notice or opportunity to cure provided for in Section E.1cure. The AgencyA Governmental Entity’s right to exercise the foregoing rights and remedies, including termination of this Contractthe applicable Purchasing Instrument, shall remain in effect until Acceptance Tests are successfully completed to the AgencyGovernmental Entity’s satisfaction and the Agency Governmental Entity has provided Contractor Vendor with written notice of Final Acceptance. If the Agency determines that all Deliverables satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. ContractorVendor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any of the AgencyGovernmental Entity’s rights to enforce the terms of this Contract Agreement or require performance in the event Contractor Vendor breaches this Contract Agreement or any Deficiency is later discovered with respect to such Deliverable(s). In addition, Vendor’s receipt of any notice of Acceptance with respect to any Deliverable(s) shall not be construed as a waiver by the Governmental Entity of its right to refuse to provide notice of Final Acceptance.

Acceptance Testing. Except as otherwise specified Unless this Section 5.1 is specifically disclaimed in the Scope of Worka Purchasing Instrument, all Deliverables shall be subject to the AgencyGovernmental Entity ’s Acceptance Testing and Acceptance, unless otherwise specified as may be further described in the Statement of Worka Purchasing Instrument(s). Upon completion of all work to be performed by Contractor Vendor with respect to any DeliverableDeliverable or group of Deliverables, Contractor Vendor shall deliver a written notice to the Agency Governmental Entity certifying that the Deliverable foregoing meets and conforms to applicable Specifications Acceptance Criteria and is ready for the Agency Governmental Entity to conduct Acceptance Tests; provided, however, that Contractor Vendor shall pretest the Deliverable Deliverable(s) to determine that it meets and operates in accordance with applicable Specifications Acceptance Criteria prior to delivering such notice to the AgencyGovernmental Entity. At the AgencyGovernmental Entity’s request, Contractor Vendor shall assist the Agency Governmental Entity in performing Acceptance Tests at no additional cost to the AgencyGovernmental Entity. Within a reasonable period of time after the Agency Governmental Entity has completed its Acceptance Testing, the Agency Governmental Entity shall provide Contractor Vendor with written notice of Acceptance or Non-acceptance with respect to each Deliverable that was or any portion thereof, evaluated during such Acceptance Testing. If the Agency Governmental Entity determines that a Deliverable Deliverable(s), in whole or in part, satisfies its Acceptance Tests, the Agency Governmental Entity shall provide Contractor Vendor with notice of Acceptance with respect to such DeliverableDeliverable(s). If the Agency Governmental Entity determines that a Deliverable Deliverable(s), in whole or in part, fails to satisfy its Acceptance Tests, the Agency Governmental Entity shall provide Contractor Vendor with notice of Non-acceptance Acceptance with respect to such DeliverableDeliverable(s). In the event the Agency Governmental Entity provides notice of Non-acceptance Acceptance to Contractor Vendor with respect to any DeliverableDeliverable(s), Contractor Vendor shall correct and repair such Deliverable Deliverable(s) and submit it to the Agency Governmental Entity within ten (10) days of ContractorVendor’s receipt of notice of Non- Non-acceptance so that the Agency Governmental Entity may re-conduct its Acceptance Tests with respect to such DeliverableDeliverable(s). In the event the Agency determines, Governmental Entity determines after re-conducting its Acceptance Tests with respect such Deliverable(s) continue to any Deliverable that Contractor has attempted to correct or repair pursuant to this section, that such Deliverable fails fail to satisfy its Acceptance Tests, then the Agency Governmental Entity shall have the continuing right, at its sole option, to: (i) require Contractor : 5.1.1. Require Vendor to correct and repair such Deliverable Deliverable(s) within such period of time as the Agency Governmental Entity may specify in a written notice to Contractor; (ii) refuse Vendor; 5.1.2. Refuse to accept such Deliverable Deliverable(s) without penalty or legal liability and without any obligation to pay any fees or other amounts associated with such Deliverable (Deliverable(s) or receive a refund of any fees or amounts already paid with respect to such DeliverableDeliverable(s); (iii; 5.1.3. Accept such Deliverable(s) accept such Deliverable on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, to the AgencyGovernmental Entity ’s satisfaction, the Deficiencies or Errors present therein and any reduced value or functionality of such Deliverable Deliverable(s) or the costs likely to be incurred by the Agency Governmental Entity to correct such DeficienciesDeficiencies or Errors; or 5.1.4. Terminate the applicable Purchasing Instrument or (iv) terminate this Contract and/or seek any and all available remedies, including damages. Notwithstanding the any other provisions of Section E.1 of this ContractAgreement related to termination, the Agency Governmental Entity may terminate this Contract a Purchasing Instrument in its entirety pursuant to this section Section 5.1.4 without providing Contractor with Vendor any notice or opportunity to cure provided for in Section E.1cure. The Agencythe Governmental Entity ’s right to exercise the foregoing rights and remedies, including termination of this Contractthe applicable Purchasing Instrument, shall remain in effect until Acceptance Tests are successfully completed to the AgencyGovernmental Entity ’s satisfaction and the Agency Governmental Entity has provided Contractor Vendor with written notice of Final Acceptance. If the Agency determines that all Deliverables satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. ContractorVendor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any of the AgencyGovernmental Entity ’s rights to enforce the terms of this Contract Agreement or require performance in the event Contractor Vendor breaches this Contract Agreement or any Deficiency or Error is later discovered with respect to such Deliverable(s).. In addition, Vendor’s receipt of any notice of Acceptance with respect to any Deliverable(s) shall not be construed as a waiver by the Governmental Entity of its right to refuse to provide notice of Final Acceptance.

Acceptance Testing. Except as otherwise specified in the Scope Statement of WorkWork No. 1 or the Agreement, all Deliverables shall be subject to the AgencyClient’s Acceptance Testing and Acceptance, unless otherwise specified in the Statement of Work. Upon completion of all work to be performed by Contractor Synacor with respect to any Deliverable, Contractor Synacor shall deliver a written notice to the Agency certifying notify Client that the Deliverable meets and conforms to applicable Specifications and is ready for the Agency Client to conduct Acceptance Tests; provided. [*], however, that Contractor Client shall pretest the Deliverable to determine that it meets and operates in accordance with applicable Specifications prior to delivering such notice to the Agency. At the Agency’s request, Contractor shall assist the Agency in performing Acceptance Tests at no additional cost to the Agency. Within a reasonable period of time after the Agency has completed complete its Acceptance Testing, the Agency shall Testing and provide Contractor Synacor with written notice of Acceptance or Non-acceptance Nonacceptance with respect to each Deliverable that was evaluated during such Acceptance Testing. If the Agency Client determines that a Deliverable satisfies its Acceptance Tests, the Agency Client shall provide Contractor Synacor with notice of Acceptance with respect to such Deliverable. If the Agency Client determines that a Deliverable fails to satisfy its Acceptance Tests, the Agency Client shall provide Contractor Synacor with notice of Non-acceptance Nonacceptance with respect to such Deliverable. In the event the Agency Client provides notice of Non-acceptance Nonacceptance to Contractor Synacor with respect to any Deliverable, Contractor Synacor shall correct and repair such Deliverable and submit it to the Agency Client within ten (10) days of Contractora reasonable time following Synacor’s receipt of notice of Non- Non-acceptance so that the Agency Client may re-conduct its Acceptance Tests with respect to such Deliverable. In the event the Agency determinesClient determines in good faith, after re-conducting its Acceptance Tests with respect to any Deliverable that Contractor Synacor has attempted to correct or repair pursuant to this section, that such Deliverable fails to satisfy its Acceptance Tests, then then, so long as Client has provided timely notice to Synacor of such non-Acceptance, the Agency Client shall have the continuing right, at its sole option, to: (i) require Contractor to correct and repair such Deliverable within such period of time as the Agency may specify in a written notice to Contractor; (ii) refuse to accept such Deliverable without penalty and without any obligation to pay any fees or other amounts associated with such Deliverable (or receive a refund of any fees or amounts already paid with respect to such Deliverable); (iii) accept such Deliverable on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, to the Agency’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable or the costs likely to be incurred by the Agency to correct such Deficiencies; or (iv) terminate this Contract and/or seek any and all available remedies, including damages. Notwithstanding the provisions of Section E.1 of this Contract, the Agency may terminate this Contract pursuant to this section without providing Contractor with any notice or opportunity to cure provided for in Section E.1. The Agency’s right to exercise the foregoing rights and remedies, including termination of this Contract, shall remain in effect until Acceptance Tests are successfully completed to the Agency’s satisfaction and the Agency has provided Contractor with written notice of Final Acceptance. If the Agency determines that all Deliverables satisfy its Acceptance Tests, the Agency shall provide Contractor with notice of Final Acceptance with respect to such Deliverables. Contractor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any of the Agency’s rights to enforce the terms of this Contract or require performance in the event Contractor breaches this Contract or any Deficiency is later discovered with respect to such Deliverable(s).[*]