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 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 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 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 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 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 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 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 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 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 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 AgencyDepartment. At the AgencyDepartment’s request, Contractor shall assist the Agency Department in performing Acceptance Tests at no additional cost to the AgencyDepartment if stated in the Statement of Work and at the Department’s request. Within a reasonable period of time after the Agency Department has completed its Acceptance Testing, the Agency Department 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 Department determines that a Deliverable satisfies its Acceptance Tests, the Agency Department shall provide Contractor with notice of Acceptance with respect to such Deliverable. If the Agency Department determines that a Deliverable fails to satisfy its Acceptance Tests, the Agency Department shall provide Contractor with notice of Non-acceptance with respect to such Deliverable. In the event the Agency Department 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 Department within ten (10) days of Contractor’s receipt of notice of Non- Non-acceptance so that the Agency Department may re-conduct its Acceptance Tests with respect to such Deliverable. In the event the Agency Department 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 Department 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 Company shall have a period of *** days from the Scope date of Work, all Deliverables shall be subject receipt to the Agency’s Acceptance Testing and Acceptance, unless otherwise specified in the Statement of Work. Upon completion of all work test or cause to be performed by Contractor tested Captisol supplied under this Agreement, with respect an eye to any Deliverable, Contractor shall deliver a written notice to possible rejection of 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 Agencyshipment. 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 Company or 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 designee shall have the continuing right, at its sole option, to: (i) require Contractor right to correct and repair such Deliverable within such period of time as the Agency may specify in a written reject by notice to Contractor; (ii) refuse to accept such Deliverable without penalty and without CyDex any obligation to pay any fees or other amounts associated shipment of Captisol that does not conform in all material respects 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 reflectSpecifications, to the Agency’s satisfactionDMF, the Deficiencies present therein Minimum Remaining Shelf Life, applicable laws 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 remediesregulations, including damagesGMP or is otherwise materially defective or materially not in compliance with the applicable purchase order (including any CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. Notwithstanding the provisions of Section E.1 of this ContractA COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, the Agency may terminate this Contract pursuant to this section without providing Contractor with any notice AS AMENDED. packaging instructions set forth therein) 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 Agreement at the time of delivery pursuant to Section 3.5 when tested in accordance with the Testing Methods (such Captisol thereby having a “Defect” and upon proper rejection, deemed “Defective”). All shipments of Captisol shall be deemed accepted by Company unless CyDex receives written notice of rejection from Company within such *** day period describing the reasons for the rejection in reasonable detail. Once a delivery of Captisol is accepted or require performance deemed accepted hereunder, Company shall have no recourse against CyDex in the event Contractor breaches Captisol is subsequently deemed unsuitable for use for any reason, except as provided in Section 10.1 of the License Agreement or except in circumstances where the Defect is deemed a Latent Defect. In the case of a Latent Defect in a shipment of Captisol, Company shall not be permitted to revoke any prior actual or deemed acceptance of such shipment but shall have the other rights and remedies as set forth in this Contract Agreement. It is understood that the terms “Defect” and “Defective” include matters observed before actual or any Deficiency is later discovered with respect to such Deliverable(s)deemed acceptance and all Latent Defects, but do not include matters falling outside the definition of Latent Defect because, e.g., they arise on or after the 180th day after actual or deemed 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 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 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 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 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 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 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 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 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).[*]

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 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).: