Common use of Acceptance Testing Clause in Contracts

Acceptance Testing. 4.1 All Licensed Software shall be tested in accordance with the terms of this Clause 4 to determine whether it is fully operate, meets all applicable specifications and will function in accordance with the Documentation when properly installed and used for its intended purpose on the Licensee’s Systems (the “Acceptance Tests”). 4.2 Upon the delivery of the Licensed Software, the Licensee shall conduct all Acceptance Tests to determine whether, and the extent to which: (a) the Licensed Software conforms to the requirements of this Agreement, including the full operability, integration, interoperability and compatibility of the Licensed Software with the components and functions of the Licensee’s Systems in accordance with the Documentation; and (b) the Documentation effectively supports the Licensed Software, is complete and free of any deficiencies. 4.3 All Acceptance Tests shall: (a) begin with a commercially reasonable time following delivery of the Licensed Software; and (b) be conducted by the Licensee for up to one-hundred and eighty (180) days from the date of the Licensee’s receipt of the Licensed Software (the “Testing Period”). 4.4 The Licensee may suspend the Acceptance Tests and the corresponding Test Period by written notice to the Licensor if the Licensee discovers a Nonconformity in the tested Licensed Software or part or feature thereof. In such event, the Licensor shall immediately, and in any case within ten (10) Business Days, correct such Nonconformity, whereupon the Acceptance Tests and Testing Period shall resume for the balance of the Testing Period. 4.5 Within ten (10) Business Days following the completion of any Acceptance Tests, the Licensee shall prepare and provide to the other party written notice of the completion of the tests. Such notice shall include a report describing in reasonable detail the tests conducted and the results thereof, including any uncorrected Nonconformity in the tested Licensed Software (a “Nonconformance Notice”). If such notice identifies any Nonconformities, the parties’ rights, remedies and obligations will be as set forth in Clauses 4.6 and 4.7. If such notice provided by the Licensee identifies no Nonconformities, such notice shall constitute the Licensee’s Acceptance of the tested Licensed Software. 4.6 If the Acceptance Tests identify any Nonconformities, the Licensor, at the Licensor’s sole cost and expense, shall remedy all such Nonconformities and redeliver the Licensed Software, in accordance with the applicable requirements of this Agreement and the Documentation as promptly as commercially possible and, in any case, within ten (10) days following its receipt of the Licensee’s Nonconformance Notice. 4.7 If Acceptance Tests identify any Nonconformity in any Licensed Software after a second or subsequent delivery thereof, or the Licensor fails to redeliver any Licensed Software on a timely basis, the Licensee may, in its sole discretion, by written notice to the Licensor: (a) continue the process set forth in this Clause 4; or (b) accept the nonconforming Licensed Software, in which case the Issued Shares shall be reduced equitably to reflect the value of the Licensed Software as received relative to the value of the Licensed Software had it conformed to the requirements and specifications of this Agreement and the Documentation; or (c) deem the failure to be a non-curable material breach of this Agreement and terminate this Agreement pursuant to Clause 12.3. 4.8 Acceptance of the Licensed Software (“Acceptance”) shall occur, if at all, on the date that is the earlier of: (a) the Licensee’s delivery of a notice accepting such Licensed Software pursuant to Clause 4.5; or (b) ten (10) Business Days after the expiration of the Testing Period if the Licensee has not notified the Licensor of one or more Nonconformities prior thereto.

Acceptance Testing. 4.1 All Licensed Software 9.01 Grantor shall be tested test the Grantee Fibers and the Grantee Conduit in accordance with the terms procedures and standards specified in Exhibit "J" ("Acceptance Testing"). Acceptance Testing shall progress span by span along each Segment as cable splicing progresses or, in the case of the Grantee Conduit, as set forth in Exhibit "J", so that test results may be reviewed in a timely manner. Grantor shall provide Grantee with at least 14 days' prior notice of the date and time of each Acceptance Testing and Grantee shall have the right, but not the obligation, to be present to observe the Acceptance Testing. 9.02 When Grantor reasonably determines the Grantee Fibers and the Grantee Conduit with respect to an entire Segment are installed and operating in conformity with the applicable specifications set forth in Exhibits "G", "H", and "J", and Grantor is otherwise in compliance with the other provisions of this Clause 4 Agreement with respect to determine whether it is fully operatesuch Segment, meets all Grantor shall provide written notice of same to Grantee (a "Completion Notice"), together with a copy of the results of the Acceptance Testing for such Segment. Grantee shall, within fifteen (15) days of receipt of the Completion Notice, either accept or reject the Completion Notice (specifying, if rejected, the defect or failure in such Acceptance Testing and/or the items required to be remedied and/or replaced in order for such Segment to be in conformity with the applicable specifications set forth in Exhibit "J" and will function in accordance with the Documentation when properly installed and used for its intended purpose on the Licensee’s Systems (the “Acceptance Tests”). 4.2 Upon the other provisions of this Agreement) by delivery of written notice to Grantor. In the Licensed Softwareevent Grantee rejects the Completion Notice, the Licensee Grantor shall conduct all Acceptance Tests to determine whetherpromptly, and at no cost to Grantee, commence to remedy the extent defect or failure. Thereafter, Grantor shall again give Grantee a Completion Notice with respect to which: (a) the Licensed Software conforms such Segment. The foregoing procedure shall apply again and successively thereafter until Grantor has remedied all defects or failures. Any failure by Grantee to the requirements timely reject a Completion Notice shall be deemed to constitute acceptance for purposes of this Agreement, including and in that event Grantee shall be deemed to have delivered a notice of acceptance on the full operability, integration, interoperability and compatibility thirtieth day after delivery of the Licensed Software Completion Notice. The successful completion of Acceptance Testing, and the occurrence of an Acceptance Date, with respect to the components Grantee Fibers and functions of the Licensee’s Systems Grantee Conduit in accordance with the Documentation; and (b) the Documentation effectively supports the Licensed Software, is complete and free this Article 9 shall not relieve Grantor of any deficiencies. 4.3 All Acceptance Tests shall: (a) begin with a commercially reasonable time following delivery of the Licensed Software; and (b) be conducted by the Licensee for up its obligation to one-hundred and eighty (180) days from the date of the Licensee’s receipt of the Licensed Software (the “Testing Period”). 4.4 The Licensee may suspend the Acceptance Tests and the corresponding Test Period by written notice to the Licensor if the Licensee discovers a Nonconformity repair defects in the tested Licensed Software or part or feature thereof. In such event, the Licensor shall immediately, and in any case within ten (10) Business Days, correct such Nonconformity, whereupon the Acceptance Tests and Testing Period shall resume for the balance of the Testing Period. 4.5 Within ten (10) Business Days following the completion of any Acceptance Tests, the Licensee shall prepare and provide to the other party written notice of the completion of the tests. Such notice shall include a report describing in reasonable detail the tests conducted and the results thereof, including any uncorrected Nonconformity in the tested Licensed Software (a “Nonconformance Notice”). If such notice identifies any Nonconformities, the parties’ rights, remedies and obligations will be as set forth in Clauses 4.6 and 4.7. If such notice provided by the Licensee identifies no Nonconformities, such notice shall constitute the Licensee’s Acceptance of the tested Licensed Software. 4.6 If the Acceptance Tests identify any Nonconformities, the Licensor, at the Licensor’s sole cost and expense, shall remedy all such Nonconformities and redeliver the Licensed Software, Grantor System in accordance with the applicable requirements of this Agreement and the Documentation as promptly as commercially possible and, in any case, within ten (10) days following its receipt of the Licensee’s Nonconformance NoticeSection 12.02. 4.7 If Acceptance Tests identify any Nonconformity in any Licensed Software after a second or subsequent delivery thereof, or the Licensor fails to redeliver any Licensed Software on a timely basis, the Licensee may, in its sole discretion, by written notice to the Licensor: (a) continue the process set forth in this Clause 4; or (b) accept the nonconforming Licensed Software, in which case the Issued Shares shall be reduced equitably to reflect the value of the Licensed Software as received relative to the value of the Licensed Software had it conformed to the requirements and specifications of this Agreement and the Documentation; or (c) deem the failure to be a non-curable material breach of this Agreement and terminate this Agreement pursuant to Clause 12.3. 4.8 Acceptance of the Licensed Software (“Acceptance”) shall occur, if at all, on the date that is the earlier of: (a) the Licensee’s delivery of a notice accepting such Licensed Software pursuant to Clause 4.5; or (b) ten (10) Business Days after the expiration of the Testing Period if the Licensee has not notified the Licensor of one or more Nonconformities prior thereto.

Acceptance Testing. 4.1 All Licensed Software 14.1 On completion of Installation of Equipment furnished and installed by Seller, Seller shall be tested provide Buyer five (5) days prior written notification that such Equipment is ready for Commissioning. Following such notification, Buyer agrees to have a representative present to witness and acknowledge completion of such testing. Seller or Seller's subcontractor, as applicable, shall test the Equipment in accordance with the terms of this Clause 4 its standard testing procedures to determine whether it is fully operate, meets all applicable specifications and will function in accordance Equipment conformity with the Documentation when properly installed standards and used for its intended purpose on specifications (hereinafter "Commissioning Criteria") of the Licensee’s Systems (the “Acceptance Tests”)applicable Seller installation manuals, as may be amended from time to time. 4.2 Upon 14.2 On the delivery date that such Commissioning has been successfully completed, Seller shall turn the Equipment over to Buyer ("Turnover"). On the date of Turnover, Buyer shall complete and return to Seller the Licensed Software, the Licensee shall conduct all Acceptance Tests to determine whether, and the extent to which:"Turnover Notice" as described in Annex 3. (a) the Licensed Software conforms to the requirements 14.3 For purposes of this Agreement, including the full operability, integration, interoperability and compatibility occurrence of any of the Licensed Software with the components and functions following shall be deemed to constitute "Acceptance" of the Licensee’s Systems in accordance with the Documentation; and (b) the Documentation effectively supports the Licensed Software, is complete and free of any deficiencies. 4.3 All Acceptance Tests shallEquipment: (a) begin with a commercially reasonable time following delivery of the Licensed Software; and (b) be conducted by the Licensee for up to one-hundred and eighty (180) days from the date of the Licensee’s receipt of the Licensed Software (the “Testing Period”). 4.4 The Licensee may suspend the Acceptance Tests and the corresponding Test Period by written notice to the Licensor if the Licensee discovers a Nonconformity in the tested Licensed Software or part or feature thereof. In such event, the Licensor shall immediately, and in any case within ten (10) Business Days, correct such Nonconformity, whereupon the Acceptance Tests and Testing Period shall resume for the balance of the Testing Period. 4.5 14.3.1 Within ten (10) Business Days days following the completion date of any Turnover, Buyer shall either accept the Equipment in writing as provided in Annex 3, "Acceptance Tests, the Licensee shall prepare and provide to the other party written notice of the completion of the tests. Such notice shall include a report describing Notice," or notify Seller in writing specifying in reasonable detail those particulars in which the tests conducted Equipment does not meet the Commissioning Criteria. With respect to any such particulars, Seller shall promptly proceed to take corrective action, and following correction, Buyer shall accept the results thereof, including any uncorrected Nonconformity Equipment in the tested Licensed Software (a “Nonconformance Notice”). If such notice identifies any Nonconformities, the parties’ rights, remedies and obligations will be as set forth in Clauses 4.6 and 4.7. If such notice provided by the Licensee identifies no Nonconformities, such notice shall constitute the Licensee’s Acceptance of the tested Licensed Softwarewriting. 4.6 If the Acceptance Tests identify any Nonconformities, the Licensor, at the Licensor’s sole cost and expense, shall remedy all such Nonconformities and redeliver the Licensed Software, in accordance with the applicable requirements 14.3.2 The failure of this Agreement and the Documentation as promptly as commercially possible and, in any case, Buyer to notify Seller within ten (10) days after Turnover (or, in the case of correction, ten [10] days following its receipt such correction) of any particulars in which the Licensee’s Nonconformance Notice. 4.7 If Acceptance Tests identify any Nonconformity in any Licensed Software after a second or subsequent delivery thereofEquipment does not meet the Commissioning Criteria, or the Licensor fails to redeliver use by Buyer of the Equipment or any Licensed Software on a timely basisportion thereof in revenue-producing service at any time, the Licensee may, in its sole discretion, by written notice to the Licensor: (a) continue the process set forth in this Clause 4; or (b) accept the nonconforming Licensed Software, in which case the Issued Shares shall be reduced equitably to reflect the value of the Licensed Software as received relative to the value of the Licensed Software had it conformed to the requirements and specifications of this Agreement and the Documentation; or (c) deem the failure to be a non-curable material breach of this Agreement and terminate this Agreement pursuant to Clause 12.3. 4.8 deemed Acceptance of the Licensed Software (“Acceptance”) shall occur, if at all, on the date that is the earlier of: (a) the Licensee’s delivery of a notice accepting such Licensed Software pursuant to Clause 4.5; or (b) ten (10) Business Days after the expiration of the Testing Period if the Licensee has not notified the Licensor of one or more Nonconformities prior theretoEquipment.

Acceptance Testing. 4.1 All Licensed Software The initial Product furnished by Licensor shall be tested in accordance with the terms of this Clause 4 subject to determine whether it is fully operate, meets all applicable specifications and will function in accordance with the Documentation when properly installed and used for its intended purpose on the Licensee’s Systems Acceptance Testing as follows: 6.1. At least thirty (the “Acceptance Tests”). 4.2 Upon the delivery 30) days prior to installation of the Licensed SoftwareProduct, the Licensee shall conduct all Acceptance Tests to determine whether, and the extent to which: but no later than thirty (a30) the Licensed Software conforms to the requirements days following execution of this Agreement, including Lilly shall provide Licensor with its plan to conduct Acceptance Testing. Licensor shall then install the full operability, integration, interoperability Software on one server at Lilly's headquarters in Indianapolis. Following delivery and compatibility installation of the Licensed Software with Product, Licensor shall certify in writing to Lilly that the components Product is ready for Acceptance Testing. With Licensor's assistance, Lilly shall, within thirty (30) calendar days after receipt of such certification, operate the Product to determine in Lilly's sole estimation, whether: (i) the Product meets the Specifications, performs the functions, and functions does not exceed the facilities usage or run time limits and standards provided by Lilly to Licensor or set forth in Licensor's Specifications for the Product; and (ii) the Product is capable of running on a repetitive basis on a variety of Lilly's actual data, without failure. 6.2. If the Product successfully meets these Acceptance Tests, Lilly shall so notify Licensor in writing within five (5) business days of completion of the Licensee’s Systems in accordance with the Documentation; and (b) the Documentation effectively supports the Licensed Software, is complete and free of any deficiencies. 4.3 All Acceptance Tests shall: (a) begin with a commercially reasonable time following delivery and the Product shall be deemed to be accepted. In such case, the Acceptance Date shall be the date that the software satisfactorily completes all of the Licensed Softwaretests specified above. Eli Lilly and Company Software License Agreement - December, 2000 Edi▇▇▇n ▇.▇ 6.3. If the Product fails to meet any or all of the specified Acceptance Tests, Lilly shall notify Licensor of such failure in writing within ten (10) business days of completion of the Acceptance Tests and Licensor shall have thirty (30) calendar days in which to correct, modify, or improve the Product to cause it to meet each such Acceptance Test. Thereafter, Lilly shall have fifteen (15) additional calendar days in which to re-conduct all of the Acceptance Tests specified above. This process shall be repeated as may be necessary until the Product is deemed to be accepted hereunder; and (b) be conducted by provided, however, that if the Licensee for up to Product is not accepted hereunder within one-hundred and eighty (180) days from after Licensor's initial written certification to Lilly that the date of Product is ready for Acceptance Testing. Lilly shall have the Licensee’s receipt of the Licensed Software (the “Testing Period”). 4.4 The Licensee may suspend the Acceptance Tests right and the corresponding Test Period by written notice option to the Licensor if the Licensee discovers a Nonconformity in the tested Licensed Software or part or feature thereof. In such event, the Licensor shall immediately, and in any case within ten (10) Business Days, correct such Nonconformity, whereupon the Acceptance Tests and Testing Period shall resume for the balance of the Testing Period. 4.5 Within ten (10) Business Days following the completion of any Acceptance Tests, the Licensee shall prepare and provide to the other party written notice of the completion of the tests. Such notice shall include a report describing in reasonable detail the tests conducted and the results thereof, including any uncorrected Nonconformity in the tested Licensed Software (a “Nonconformance Notice”). If such notice identifies any Nonconformities, the parties’ rights, remedies and obligations will be as set forth in Clauses 4.6 and 4.7. If such notice provided by the Licensee identifies no Nonconformities, such notice shall constitute the Licensee’s Acceptance of the tested Licensed Software. 4.6 If the Acceptance Tests identify any Nonconformities, the Licensor, at the Licensor’s sole cost and expense, shall remedy all such Nonconformities and redeliver the Licensed Software, in accordance with the applicable requirements of cancel this Agreement and request the Documentation as promptly as commercially possible andremoval of the Product failing to meet the acceptance criteria, in addition to the remedies available in Section 6.5. If Lilly fails to notify Licensor of any casefailure within the thirty (30) day acceptance period, the Product shall be deemed accepted. Provided that Licensor exercises its best efforts to correct, modify, or improve the Product to cause it to meet the Acceptance Test and the Product is not accepted hereunder within ten one-hundred eighty (10180) days following its receipt of after Licensor's initial written certification to Lilly that the Licensee’s Nonconformance Notice. 4.7 If Product is ready for Acceptance Tests identify any Nonconformity in any Licensed Software after a second or subsequent delivery thereofTesting, or Licensor shall have the Licensor fails option to redeliver any Licensed Software on a timely basis, the Licensee may, in its sole discretion, by written notice to the Licensor: (a) continue the process set forth in cancel this Clause 4; or (b) Agreement if Lilly does not accept the nonconforming Licensed Software, in which case Product upon thirty (30) days notice that Licensor is exercising its option to cancel the Issued Shares shall be reduced equitably to reflect the value of the Licensed Software as received relative to the value of the Licensed Software had it conformed to the requirements and specifications of Agreement under this Agreement and the Documentation; or (c) deem the failure to be a non-curable material breach of this Agreement and terminate this Agreement pursuant to Clause 12.3provision. 4.8 Acceptance of the Licensed Software (“Acceptance”) shall occur, if at all, on the date that is the earlier of: (a) the Licensee’s delivery of a notice accepting such Licensed Software pursuant to Clause 4.5; or (b) ten (10) Business Days after the expiration of the Testing Period if the Licensee has not notified the Licensor of one or more Nonconformities prior thereto.

Acceptance Testing. 4.1 All Licensed With respect to any Application Programs developed and provided by DEVNET to the County under this Agreement (“Software Components”), the County shall be tested in accordance with entitled, during the terms of this Clause 4 first ninety (90) calendar days after the date on which DEVNET delivers such Software Components to determine whether it is fully operatethe County (such period, meets all applicable specifications and will function in accordance with the Documentation when properly installed and used for its intended purpose on the Licensee’s Systems (the “Acceptance Tests”). 4.2 Upon the delivery of the Licensed Software, the Licensee shall conduct all Acceptance Tests to determine whether, and the extent to which: (a) the Licensed Software conforms to the requirements of this Agreement, including the full operability, integration, interoperability and compatibility of the Licensed Software with the components and functions of the Licensee’s Systems in accordance with the Documentation; and (b) the Documentation effectively supports the Licensed Software, is complete and free of any deficiencies. 4.3 All Acceptance Tests shall: (a) begin with a commercially reasonable time following delivery of the Licensed Software; and (b) be conducted by the Licensee for up to one-hundred and eighty (180) days from the date of the Licensee’s receipt of the Licensed Software (the “Testing Period”). 4.4 The Licensee , perform whatever acceptance testing on the Software Components that the County may suspend wish to perform to confirm that the Software Components conform in all material respects to the Acceptance Tests and the corresponding Test Period by written notice to the Licensor if the Licensee discovers a Nonconformity in the tested Licensed Software or part or feature thereof. In such event, the Licensor shall immediately, and in any case within ten (10) Business Days, correct such Nonconformity, whereupon the Acceptance Tests and Testing Period shall resume for the balance of the Testing Period. 4.5 Within ten (10) Business Days following the completion of any Acceptance Tests, the Licensee shall prepare and provide to the other party written notice of the completion of the tests. Such notice shall include a report describing in reasonable detail the tests conducted and the results thereof, including any uncorrected Nonconformity in the tested Licensed Software (a “Nonconformance Notice”). If such notice identifies any Nonconformities, the parties’ rights, remedies and obligations will be as Criteria set forth in Clauses 4.6 and 4.7. If such notice provided the Scope of Work mutually agreed upon by the Licensee identifies no NonconformitiesParties pursuant to Section 2.1 (i.e., such notice shall constitute to confirm that the Licensee’s Acceptance Software Components provide and conform in all material respects to the applicable functionality specified and described in the Scope of the tested Licensed Software. 4.6 If Work). If, during the Acceptance Tests identify any NonconformitiesPeriod, the Licensor, at the Licensor’s sole cost and expense, shall remedy Software Components conform in all material respects to such Nonconformities and redeliver the Licensed Software, in accordance with the applicable requirements of this Agreement and the Documentation as promptly as commercially possible and, in any case, within ten (10) days following its receipt of the Licensee’s Nonconformance Notice. 4.7 If Acceptance Tests identify any Nonconformity in any Licensed Software after a second or subsequent delivery thereof, or the Licensor fails to redeliver any Licensed Software on a timely basisTesting Criteria, the Licensee may, County shall notify DEVNET in writing of its sole discretion, by written notice to the Licensor: (a) continue the process set forth in this Clause 4; or (b) accept the nonconforming Licensed Software, in which case the Issued Shares shall be reduced equitably to reflect the value of the Licensed Software as received relative to the value of the Licensed Software had it conformed to the requirements and specifications of this Agreement and the Documentation; or (c) deem the failure to be a non-curable material breach of this Agreement and terminate this Agreement pursuant to Clause 12.3. 4.8 Acceptance of the Licensed Software (“Acceptance”” of such Software Components by no later than five (5) shall occur, if at all, on the date that is the earlier of: (a) the Licensee’s delivery of a notice accepting such Licensed Software pursuant to Clause 4.5; or (b) ten (10) Business Days business days after the expiration of the Acceptance Period. If, during the Acceptance Period, the Software Components do not conform in all material respects to such Acceptance Testing Criteria, the County shall notify DEVNET of the deficiencies in writing by no later than five (5) business days after the expiration of the Acceptance Period. If the County fails to notify DEVNET in writing of any failures of the Software Components to conform in all material respects to such Acceptance Testing Criteria by the end of such five (5) business day period after any given Acceptance Period, then the County shall be deemed to have issued its “Acceptance” of such Software Components as of the expiration of the applicable Acceptance Period. Within fifteen (15) calendar days after the date of receiving any notice of any failures of the Software Components to conform in all material respects to the mutually agreed upon Acceptance Testing Criteria (or such longer period of time as mutually agreed upon and as may reasonably be required to cure such failures), DEVNET, at its sole expense, shall (except as expressly provided below in this Section) promptly modify, repair, adjust, or replace the Software Components to cure such failures so that the Software Components conform in all material respects to such Acceptance Testing Criteria, promptly providing the County with written notice and revised copies of the applicable Software Components when such modifications, repairs, adjustments, or replacements have been completed. The County may then perform such additional acceptance testing as it may deem appropriate, during an additional Acceptance Period that shall commence upon receipt of such a written notice, and revised copies of the applicable Software Components, by the County from DEVNET, to confirm that the applicable failures of the Software Components to conform in all material respects to the Acceptance Testing Criteria have been cured, and with the notification process described above being repeated. This additional Acceptance Period shall have a duration equal to that of the initial Acceptance Period, unless the County issues its “Acceptance” of the applicable Software Components earlier in writing. If the Software Components, at the end of the additional Acceptance Period, still fail to conform in all material respects to the mutually agreed upon Acceptance Testing Criteria, then the County may: (i) reject such Software Components and, in the event of any such rejection, the County’s license to such Software Components, shall be terminated and the County’s use of such Software Components shall immediately cease. In such a case, upon written mutual agreement of both parties, the agreement may be terminated should the rejected Software Components constituted a material portion of the Application Programs was to be provided to the County hereunder); or (ii) if DEVNET agrees in writing, cause the Licensee has procedure set forth above in this paragraph to be repeated an additional time. If, with respect to any given Acceptance Period, the Software Components conform to the Acceptance Testing Criteria in all material respects, the County shall not notified the Licensor unreasonably withhold issuance of one or more Nonconformities prior theretoits Acceptance with regard to such Software Components.

Acceptance Testing. 4.1 All Licensed Software When Vendor notifies ▇▇▇▇▇▇ that a Service, Deliverable or Milestone (if the Statement of Work provides for Milestones) has been completed as provided under a Statement of Work, ▇▇▇▇▇▇ shall be tested in accordance with test or evaluate the terms of this Clause 4 Services, Deliverables and/or Milestones to determine whether it is fully operate, meets they comply in all applicable specifications and will function in accordance material respects with the Documentation when properly installed Acceptance Criteria. Upon completion of ▇▇▇▇▇▇’▇ review and used for its intended purpose on testing, ▇▇▇▇▇▇ shall notify Vendor whether it has accepted the Licensee’s Systems applicable Services, Milestones and/or Deliverables (the “Acceptance TestsAccept” or “Acceptance”). 4.2 Upon the delivery of the Licensed Software, the Licensee shall conduct all Acceptance Tests to determine whether, and the extent to which: (a) the Licensed Software conforms to the requirements of this Agreement, including the full operability, integration, interoperability and compatibility of the Licensed Software or whether it has identified discrepancies with the components and functions of the Licensee’s Systems in accordance with the Documentation; and Acceptance Criteria (b) the Documentation effectively supports the Licensed Software, is complete and free of any deficiencies. 4.3 All Acceptance Tests shall: (a) begin with a commercially reasonable time following delivery of the Licensed Software; and (b) be conducted by the Licensee for up to one-hundred and eighty (180) days from the date of the Licensee’s receipt of the Licensed Software (the “Testing Period”). 4.4 The Licensee may suspend the Acceptance Tests and the corresponding Test Period by written notice to the Licensor if the Licensee discovers a Nonconformity in the tested Licensed Software Reject” or part or feature thereof. In such event, the Licensor shall immediately, and in any case within ten (10) Business Days, correct such Nonconformity, whereupon the Acceptance Tests and Testing Period shall resume for the balance of the Testing Period. 4.5 Within ten (10) Business Days following the completion of any Acceptance Tests, the Licensee shall prepare and provide to the other party written notice of the completion of the tests. Such notice shall include a report describing in reasonable detail the tests conducted and the results thereof, including any uncorrected Nonconformity in the tested Licensed Software (a “Nonconformance NoticeRejection”). If ▇▇▇▇▇▇ does not perform acceptance testing or provide a written Rejection following acceptance testing notice to Vendor within [*] business days (or such notice identifies other time as may be agreed upon by the Parties in writing) of ▇▇▇▇▇▇’▇ receipt of such Service, Deliverable or Milestone, ▇▇▇▇▇▇ may not later Reject such item under this Section and any Nonconformitiesfees associated with Acceptance shall become due. Vendor shall implement the Services under the Statement of Work if either ▇▇▇▇▇▇ has not Rejected the Services, Milestones and/or Deliverables or if ▇▇▇▇▇▇ chooses not to perform acceptance testing within [*] business days of original Vendor notification to ▇▇▇▇▇▇. If ▇▇▇▇▇▇ Rejects the parties’ rightsServices, remedies Milestones and/or Deliverables, ▇▇▇▇▇▇ shall provide a written list of items that must be corrected. On receipt of ▇▇▇▇▇▇’▇ notice, Vendor shall promptly commence, at no additional charge to ▇▇▇▇▇▇, all reasonable efforts to complete, as quickly as possible, such necessary corrections, repairs and obligations modifications to the Services, Milestones and/or Deliverables as will permit them to be ready for retesting, but in no event shall such corrective measures exceed [*] days (or such other time as the Parties may agree upon in writing) from receipt of ▇▇▇▇▇▇’▇ notice. The testing and evaluation process shall resume, as set forth in Clauses 4.6 and 4.7above, with ▇▇▇▇▇▇ having an additional [*] business day testing period. If ▇▇▇▇▇▇ Accepts the Services, Milestones and/or Deliverables, it shall issue a written “Acceptance Notice”. The date of such notice provided Acceptance Notice shall be deemed the “Acceptance Date.” If ▇▇▇▇▇▇ determines that the Services, Milestones and/or Deliverables, as revised, still do not comply in all material respects with the Acceptance Criteria after one attempt by Vendor at correction, ▇▇▇▇▇▇ may either (a) afford Vendor the Licensee identifies opportunity to repeat the correction and modification process as set forth above at no Nonconformitiesadditional cost or charge to ▇▇▇▇▇▇, such notice shall constitute or (b) depending on the Licensee’s Acceptance nature and extent of the tested Licensed Software. 4.6 If failure in ▇▇▇▇▇▇’▇ sole judgment, terminate the Acceptance Tests identify any Nonconformities, the Licensor, at the Licensor’s sole cost and expense, shall remedy all such Nonconformities and redeliver the Licensed Software, relevant Statement(s) of Work or this Agreement in accordance with the applicable requirements of this Agreement and the Documentation Section 24 (Termination) as promptly as commercially possible and, in any case, within ten (10) days following its receipt of the Licensee’s Nonconformance Notice. 4.7 If Acceptance Tests identify any Nonconformity in any Licensed Software after a second or subsequent delivery thereof, or the Licensor fails to redeliver any Licensed Software on a timely basis, the Licensee may, in its sole discretion, by written notice to the Licensor: (a) continue the process set forth in this Clause 4; or (b) accept the nonconforming Licensed Software, in which case the Issued Shares shall be reduced equitably to reflect the value of the Licensed Software as received relative to the value of the Licensed Software had it conformed to the requirements and specifications of this Agreement and the Documentation; or (c) deem the failure to be a non-curable material breach default with respect to (i) the Statement(s) of Work relating to the Service(s), Milestone(s) and/or Deliverables(s) that is (are) not performing or conforming as required herein, or (ii) this entire Agreement and terminate this Agreement pursuant to Clause 12.3. 4.8 Acceptance if the failure materially affects the function or desirability of the Licensed Software (“Acceptance”Services, Milestones and/or Deliverables to ▇▇▇▇▇▇ as a whole. The foregoing procedure shall be repeated until the Service and/or Deliverables pass the applicable Specifications, or ▇▇▇▇▇▇ elects to terminate the Agreement and/or Statement(s) shall occur, if at all, on the date that is the earlier of: (a) the Licensee’s delivery of a notice accepting such Licensed Software pursuant to Clause 4.5; or (b) ten (10) Business Days after the expiration of the Testing Period if the Licensee has not notified the Licensor of one or more Nonconformities prior theretoWork as provided above.

Acceptance Testing. 4.1 All Licensed Software shall be tested in accordance with the terms of this Clause 4 to determine whether it is fully operate, meets all applicable specifications and will function in accordance with the Documentation when properly installed and used for its intended purpose on the Licensee’s Systems (the “Acceptance Tests”). 4.2 Upon the delivery of the Licensed Software, the Licensee shall conduct all Acceptance Tests to determine whether, and the extent to which: (a) the Licensed Software conforms to the requirements of this Agreement, including the full operability, integration, interoperability and compatibility of the Licensed Software with the components and functions of the Licensee’s Systems in accordance with the Documentation; and (b) the Documentation effectively supports the Licensed Software, is complete and free of any deficiencies. 4.3 All Acceptance Tests shall: (a) begin with a commercially reasonable time following delivery of the Licensed Software; and (b) be conducted by the Licensee for up to one-hundred and eighty (180) days from the date of the Licensee’s receipt of the Licensed Software (the “Testing Period”). 4.4 The Licensee may suspend the Acceptance Tests and the corresponding Test Period by written notice to the Licensor if the Licensee discovers a Nonconformity in the tested Licensed Software or part or feature thereof. In such event, the Licensor shall immediately, and in any case within ten (10) Business Days, correct such Nonconformity, whereupon the Acceptance Tests and Testing Period shall resume for the balance of the Testing Period. 4.5 Within ten (10) Business Days following the completion of any Acceptance Tests, the Licensee shall prepare and provide to the other party written notice of the completion of the tests. Such notice shall include a report describing in reasonable detail the tests conducted and the results thereof, including any uncorrected Nonconformity in the tested Licensed Software (a “Nonconformance Notice”). If such notice identifies any Nonconformities, the parties’ rights, remedies and obligations will be as set forth in Clauses 4.6 and 4.7. If such notice provided by the Licensee identifies no Nonconformities, such notice shall constitute the Licensee’s Acceptance of the tested Licensed Software. 4.6 If the Acceptance Tests identify any Nonconformities, the Licensor, at the Licensor’s sole cost and expense, shall remedy all such Nonconformities and redeliver the Licensed Software, in accordance with the applicable requirements of this Agreement and the Documentation as promptly as commercially possible and, in any case, within ten (10) days following its receipt of the Licensee’s Nonconformance Notice. 4.7 If Acceptance Tests identify any Nonconformity in any Licensed Software after a second or subsequent delivery thereof, or the Licensor fails to redeliver any Licensed Software on a timely basis, the Licensee may, in its sole discretion, by written notice to the Licensor: (a) continue the process set forth in this Clause 4; or (b) accept the nonconforming Licensed Software, in which case the Issued Shares Consideration shall be reduced equitably to reflect the value of the Licensed Software as received relative to the value of the Licensed Software had it conformed to the requirements and specifications of this Agreement and the Documentation; or (c) deem the failure to be a non-curable material breach of this Agreement and terminate this Agreement pursuant to Clause 12.311.3. 4.8 Acceptance of the Licensed Software (“Acceptance”) shall occur, if at all, on the date that is the earlier of: (a) the Licensee’s delivery of a notice accepting such Licensed Software pursuant to Clause 4.5; or (b) ten (10) Business Days after the expiration of the Testing Period if the Licensee has not notified the Licensor of one or more Nonconformities prior thereto.

Acceptance Testing. 4.1 All Licensed Software shall be tested in accordance with the terms of this Clause 4 Prior to determine whether it is fully operate, meets all applicable specifications and will function in accordance with the Documentation when properly installed and used for its intended purpose on the Licensee’s Systems (the “Acceptance Tests”). 4.2 Upon the delivery of the Licensed SoftwareDeliverables to ------------------ AOL, TiVo will perform its standard qualification testing. Specifically, TiVo's standard qualification testing shall include without limitation (A) efforts to diagnose any failure of the Licensee shall conduct all Acceptance Tests Deliverable to determine whether, comply with the Specifications and the extent Acceptance Criteria prior to which: and during any testing; and (aB) the Licensed Software conforms to the requirements of this Agreement, including the full operability, integration, interoperability and compatibility of the Licensed Software with the components and functions of the Licensee’s Systems in accordance with the Documentation; and (b) the Documentation effectively supports the Licensed Software, is complete and free correction of any deficiencies. 4.3 All Acceptance Tests shall: such failure diagnosed by TiVo or reported to TiVo in writing. Within [*]days of receipt, AOL will test the Deliverables (a) begin with a commercially reasonable time following delivery of the Licensed Software; and (b) be conducted by the Licensee for up to one-hundred and eighty (180) days from the date of the Licensee’s receipt of the Licensed Software (the “Testing Period”including, without limitation, all Documentation therefor). 4.4 The Licensee may suspend the Acceptance Tests and the corresponding Test Period by written notice to the Licensor if the Licensee discovers a Nonconformity in the tested Licensed Software or part or feature thereof. In such event, the Licensor shall immediately, and in any case within ten (10) Business Days, correct such Nonconformity, whereupon the Acceptance Tests and Testing Period shall resume for the balance of the Testing Period. 4.5 Within ten (10) Business Days following the completion of any Acceptance Tests, the Licensee shall prepare and provide to the other party written notice of the completion of the tests. Such notice shall include a report describing in reasonable detail the tests conducted and the results thereof, including any uncorrected Nonconformity in the tested Licensed Software (a “Nonconformance Notice”). If such notice identifies any Nonconformities, the parties’ rights, remedies and obligations will be as set forth in Clauses 4.6 and 4.7. If such notice provided by the Licensee identifies no Nonconformities, such notice shall constitute the Licensee’s Acceptance of the tested Licensed Software. 4.6 If the Acceptance Tests identify any Nonconformities, the Licensor, at the Licensor’s sole cost and expense, shall remedy all such Nonconformities and redeliver the Licensed Software, in accordance with standard diagnostic practices, to determine whether or not it substantially complies with the applicable requirements of this Agreement and the Documentation as promptly as commercially possible and, in any caseAcceptance Criteria. AOL shall, within ten (10) such [*]day period, provide TiVo with written Acceptance of the Deliverable or a statement identifying any failure of the Deliverable to comply with the Acceptance Criteria in sufficient detail for TiVo to recreate such non-compliance. In the event AOL identifies such a failure and rejects the Deliverable, TiVo shall have [*]days following its from TiVo's receipt of notice of such rejection to repair the failure and resubmit the units of the repaired Deliverable for testing. AOL shall then have [*]days after receipt of the Licensee’s Nonconformance Notice. 4.7 If resubmitted Deliverable to determine whether such version passes Acceptance Tests identify any Nonconformity testing. The Parties may repeat the aforementioned process, provided, however, that [*]to deliver a Deliverable that has been accepted by AOL in any Licensed Software after accordance with this Section by the date specified for "AOLTV Application Manufacturing Release as a second or subsequent delivery thereofThird Party Application", in the case of the AOLTV Application, the date specified for "Mercury Application Manufacturing Release as a Third Party Application", in the case of the Mercury Application, or by the Licensor fails to redeliver any Licensed Software on a timely basis, the Licensee maydate specified for "Full prototype demo; [*]", in its sole discretionthe case of[*]in the Milestone Schedule, by written notice as mutually adjusted pursuant to Section 3.4 (or Sections 3.1(c) or 3.2(b), as applicable) shall [*]of this Agreement. Each such date shall be [*] --------------------- [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the Licensor: (a) continue the process set forth in this Clause 4; or (b) accept the nonconforming Licensed Software, in which case the Issued Shares shall be reduced equitably to reflect the value of the Licensed Software as received relative to the value of the Licensed Software had it conformed to the requirements and specifications of this Agreement and the Documentation; or (c) deem the failure to be a non-curable material breach of this Agreement and terminate this Agreement pursuant to Clause 12.3omitted portions. 4.8 Acceptance of the Licensed Software (“Acceptance”) shall occur, if at all, on the date that is the earlier of: (a) the Licensee’s delivery of a notice accepting such Licensed Software pursuant to Clause 4.5; or (b) ten (10) Business Days after the expiration of the Testing Period if the Licensee has not notified the Licensor of one or more Nonconformities prior thereto.

Acceptance Testing. 4.1 All Licensed With respect to any Application Programs developed and provided by DEVNET to the County under this Agreement (“Software Components”), the County shall be tested in accordance with entitled, during the terms of this Clause 4 first sixty (60) calendar days after the date on which DEVNET delivers such Software Components to determine whether it is fully operatethe County (such period, meets all applicable specifications and will function in accordance with the Documentation when properly installed and used for its intended purpose on the Licensee’s Systems (the “Acceptance Tests”). 4.2 Upon the delivery of the Licensed Software, the Licensee shall conduct all Acceptance Tests to determine whether, and the extent to which: (a) the Licensed Software conforms to the requirements of this Agreement, including the full operability, integration, interoperability and compatibility of the Licensed Software with the components and functions of the Licensee’s Systems in accordance with the Documentation; and (b) the Documentation effectively supports the Licensed Software, is complete and free of any deficiencies. 4.3 All Acceptance Tests shall: (a) begin with a commercially reasonable time following delivery of the Licensed Software; and (b) be conducted by the Licensee for up to one-hundred and eighty (180) days from the date of the Licensee’s receipt of the Licensed Software (the “Testing Period”). 4.4 The Licensee , perform whatever acceptance testing on the Software Components that the County may suspend wish to perform to confirm that the Software Components conform in all material respects to the Acceptance Tests and the corresponding Test Period by written notice to the Licensor if the Licensee discovers a Nonconformity in the tested Licensed Software or part or feature thereof. In such event, the Licensor shall immediately, and in any case within ten (10) Business Days, correct such Nonconformity, whereupon the Acceptance Tests and Testing Period shall resume for the balance of the Testing Period. 4.5 Within ten (10) Business Days following the completion of any Acceptance Tests, the Licensee shall prepare and provide to the other party written notice of the completion of the tests. Such notice shall include a report describing in reasonable detail the tests conducted and the results thereof, including any uncorrected Nonconformity in the tested Licensed Software (a “Nonconformance Notice”). If such notice identifies any Nonconformities, the parties’ rights, remedies and obligations will be as Criteria set forth in Clauses 4.6 and 4.7. If such notice provided the Scope of Work mutually agreed upon by the Licensee identifies no NonconformitiesParties pursuant to Section 2.1 (i.e., such notice shall constitute to confirm that the Licensee’s Acceptance Software Components provide and conform in all material respects to the applicable functionality specified and described in the Scope of the tested Licensed Software. 4.6 If Work). If, during the Acceptance Tests identify any NonconformitiesPeriod, the Licensor, at the Licensor’s sole cost and expense, shall remedy Software Components conform in all material respects to such Nonconformities and redeliver the Licensed Software, in accordance with the applicable requirements of this Agreement and the Documentation as promptly as commercially possible and, in any case, within ten (10) days following its receipt of the Licensee’s Nonconformance Notice. 4.7 If Acceptance Tests identify any Nonconformity in any Licensed Software after a second or subsequent delivery thereof, or the Licensor fails to redeliver any Licensed Software on a timely basisTesting Criteria, the Licensee may, County shall notify DEVNET in writing of its sole discretion, by written notice to the Licensor: (a) continue the process set forth in this Clause 4; or (b) accept the nonconforming Licensed Software, in which case the Issued Shares shall be reduced equitably to reflect the value of the Licensed Software as received relative to the value of the Licensed Software had it conformed to the requirements and specifications of this Agreement and the Documentation; or (c) deem the failure to be a non-curable material breach of this Agreement and terminate this Agreement pursuant to Clause 12.3. 4.8 Acceptance of the Licensed Software (“Acceptance”” of such Software Components by no later than five (5) shall occur, if at all, on the date that is the earlier of: (a) the Licensee’s delivery of a notice accepting such Licensed Software pursuant to Clause 4.5; or (b) ten (10) Business Days business days after the expiration of the Acceptance Period. If, during the Acceptance Period, the Software Components do not conform in all material respects to such Acceptance Testing Criteria, the County shall notify DEVNET of the deficiencies in writing by no later than five (5) business days after the expiration of the Acceptance Period. If the County fails to notify DEVNET in writing of any failures of the Software Components to conform in all material respects to such Acceptance Testing Criteria by the end of such five (5) business day period after any given Acceptance Period, then the County shall be deemed to have issued its “Acceptance” of such Software Components as of the expiration of the applicable Acceptance Period. Within fifteen (15) calendar days after the date of receiving any notice of any failures of the Software Components to conform in all material respects to the mutually agreed upon Acceptance Testing Criteria (or such longer period of time as mutually agreed upon and as may reasonably be required to cure such failures), DEVNET, at its sole expense, shall (except as expressly provided below in this Section) promptly modify, repair, adjust, or replace the Software Components to cure such failures so that the Software Components conform in all material respects to such Acceptance Testing Criteria, promptly providing the County with written notice and revised copies of the applicable Software Components when such modifications, repairs, adjustments, or replacements have been completed. The County may then perform such additional acceptance testing as it may deem appropriate, during an additional Acceptance Period that shall commence upon receipt of such a written notice, and revised copies of the applicable Software Components, by the County from DEVNET, to confirm that the applicable failures of the Software Components to conform in all material respects to the Acceptance Testing Criteria have been cured, and with the notification process described above being repeated. This additional Acceptance Period shall have a duration equal to that of the initial Acceptance Period, unless the County issues its “Acceptance” of the applicable Software Components earlier in writing. If the Software Components, at the end of the additional Acceptance Period, still fail to conform in all material respects to the mutually agreed upon Acceptance Testing Criteria, then the County may: (i) reject such Software Components and, in the event of any such rejection, the County’s license to such Software Components, shall be terminated and the County’s use of such Software Components shall immediately cease. In such a case, upon written mutual agreement of both parties, the agreement may be terminated should the rejected Software Components constituted a material portion of the Application Programs was to be provided to the County hereunder); or (ii) if DEVNET agrees in writing, cause the Licensee has procedure set forth above in this paragraph to be repeated an additional time. If, with respect to any given Acceptance Period, the Software Components conform to the Acceptance Testing Criteria in all material respects, the County shall not notified the Licensor unreasonably withhold issuance of one or more Nonconformities prior theretoits Acceptance with regard to such Software Components.

Acceptance Testing. 4.1 All Licensed Software The Contractor shall be tested in accordance with the terms of this Clause 4 to determine whether it is fully operate, meets all applicable specifications and will function in accordance with the Documentation when properly installed and used for its intended purpose on the Licensee’s Systems (the “develop an Acceptance Tests”). 4.2 Upon the delivery Testing Plan of the Licensed Software, subject to the Licensee review and approval of the City. Once the Acceptance Testing Plan is completed, the Contractor shall conduct all Acceptance Tests to determine whether, and the extent to which: (a) test the Licensed Software conforms to ensure that it performs to the specifications detailed in this Agreement. The Contractor's testing is subject to review and acceptance or rejection by the City. The Contractor shall assign a Project Manager to direct all aspects of the implementation of the Licensed Software for the Department. After installation of the Licensed Software is complete, the City shall give the Contractor at least seven (7) days advance notice that Contractor should be ready to begin work on a designated Start Date. The Contractor shall prepare an Acceptance Testing Plan, consisting of written test descriptions for each functional area in Appendix A, to be followed by the Contractor and Department for each phase of the acceptance testing. The Contractor shall provide the completed Plan to the City within seven (7) days of the Start Date. Upon receipt of the Plan, the City shall have seven (7) days to review the work and give notice to the Contractor of the City’s acceptance or rejection. If the City rejects the Plan, its notice to the Contractor shall specify the reasons leading to rejection. The Contractor shall then have seven (7) days to correct and resubmit the Plan. Following correction and resubmission, the City shall have seven (7) days to review the corrected Plan and give notice to the Contractor of the City’s acceptance or rejection. ▇▇▇▇▇ ▇ shall include the testing of all functions of the Licensed Software described in Appendix A other than the ICR/OCR functions described in Appendix A, Section 6. Phase 1 shall begin upon the City’s acceptance of the Acceptance Testing Plan set forth above. The Contractor shall complete Phase 1 testing within forty-two (42) days. At the completion of Phase 1 testing, Contractor shall provide to City written performance descriptions for each functional area tested in Phase 1, in addition to any other documentation specified by the Acceptance Testing Plan. Following the Contractor's delivery of this work, the City shall have seven (7) days to review the completed work and give notice to the Contractor of the City's acceptance or rejection of the completed work. If the City rejects the completed work, it shall notify Contractor of errors leading to the rejection. The Contractor shall then have seven (7) days to correct errors and resubmit the work specified for Phase 1. Following error correction and resubmission by Contractor, the City shall have seven (7) days to review the corrected work and give notice to Contractor of City's acceptance or rejection of the corrected work. ▇▇▇▇▇ ▇ shall include the testing of the ICR/OCR functions described in Appendix A, Section 6. Phase 2 shall begin upon the City’s acceptance of Phase 1 work. The Contractor shall complete Phase 2 testing within fourteen (14) days. At the completion of Phase 2 testing, Contractor shall provide to City written performance descriptions for each functional area tested in Phase 2, in addition to any other documentation specified by the Acceptance Testing Plan. Following the Contractor's delivery of this work, the City shall have seven (7) days to review the completed work and give notice to the Contractor of the City's acceptance or rejection of the completed work. If the City rejects the completed work, it shall notify Contractor of errors leading to the rejection. The Contractor shall then have seven (7) days to correct errors and resubmit the work specified for Phase 2. Following error correction and resubmission by Contractor, the City shall have seven (7) days to review the corrected work and give notice to Contractor of City's acceptance or rejection of the corrected work. In addition to and in conjunction with the services described above, the Contractor shall: a) Fully integrate the Licensed Software, including but not limited to integration of all network components; b) Ensure that all hardware and software elements of the Licensed Software are operating according to the Contractor's specifications and the requirements of the Agreement and appendices; c) Prepare all testing material and devices; d) Incorporate existing Department data and tables into the Licensed Software ; e) Transmit voter registration information to the California Secretary of State for verification; and f) Verify and confirm in writing to the Department that the Licensed Software performs in accordance with the Secretary of State’s statewide database. Subject to Section 7 of this Agreement, including and notwithstanding the full operabilitycumulative time allowed for the steps of the acceptance testing set forth above, integration, interoperability and compatibility the Contractor shall have 90 days from the completion of installation of the Licensed Software with to obtain the components and functions City’s acceptance of the Licensee’s Systems in accordance with the Documentation; and (b) the Documentation effectively supports the Licensed Software, is complete and free of any deficienciescompleted acceptance testing. 4.3 All Acceptance Tests shall: (a) begin with a commercially reasonable time following delivery of the Licensed Software; and (b) be conducted by the Licensee for up to one-hundred and eighty (180) days from the date of the Licensee’s receipt of the Licensed Software (the “Testing Period”). 4.4 The Licensee may suspend the Acceptance Tests and the corresponding Test Period by written notice to the Licensor if the Licensee discovers a Nonconformity in the tested Licensed Software or part or feature thereof. In such event, the Licensor shall immediately, and in any case within ten (10) Business Days, correct such Nonconformity, whereupon the Acceptance Tests and Testing Period shall resume for the balance of the Testing Period. 4.5 Within ten (10) Business Days following the completion of any Acceptance Tests, the Licensee shall prepare and provide to the other party written notice of the completion of the tests. Such notice shall include a report describing in reasonable detail the tests conducted and the results thereof, including any uncorrected Nonconformity in the tested Licensed Software (a “Nonconformance Notice”). If such notice identifies any Nonconformities, the parties’ rights, remedies and obligations will be as set forth in Clauses 4.6 and 4.7. If such notice provided by the Licensee identifies no Nonconformities, such notice shall constitute the Licensee’s Acceptance of the tested Licensed Software. 4.6 If the Acceptance Tests identify any Nonconformities, the Licensor, at the Licensor’s sole cost and expense, shall remedy all such Nonconformities and redeliver the Licensed Software, in accordance with the applicable requirements of this Agreement and the Documentation as promptly as commercially possible and, in any case, within ten (10) days following its receipt of the Licensee’s Nonconformance Notice. 4.7 If Acceptance Tests identify any Nonconformity in any Licensed Software after a second or subsequent delivery thereof, or the Licensor fails to redeliver any Licensed Software on a timely basis, the Licensee may, in its sole discretion, by written notice to the Licensor: (a) continue the process set forth in this Clause 4; or (b) accept the nonconforming Licensed Software, in which case the Issued Shares shall be reduced equitably to reflect the value of the Licensed Software as received relative to the value of the Licensed Software had it conformed to the requirements and specifications of this Agreement and the Documentation; or (c) deem the failure to be a non-curable material breach of this Agreement and terminate this Agreement pursuant to Clause 12.3. 4.8 Acceptance of the Licensed Software (“Acceptance”) shall occur, if at all, on the date that is the earlier of: (a) the Licensee’s delivery of a notice accepting such Licensed Software pursuant to Clause 4.5; or (b) ten (10) Business Days after the expiration of the Testing Period if the Licensee has not notified the Licensor of one or more Nonconformities prior thereto.

Acceptance Testing. 4.1 All Licensed Software shall GVI will test and evaluate the Technology (the “Alpha Test”) promptly after the delivery of the Development (as defined in the Option Agreement) to GVI (the “Delivery Date”). After finishing the Alpha Test, GVI may, at its option and upon notice to Omeon, conduct additional tests (the “Beta Test”), for purposes of determining whether the Development conforms to the Specifications (collectively, the Alpha Test and Beta Test to be tested in accordance with the terms of this Clause 4 to determine whether it is fully operate, meets all applicable specifications and will function in accordance with the Documentation when properly installed and used for its intended purpose on the Licensee’s Systems (referred as the “Acceptance Tests”). 4.2 Upon the delivery of the Licensed Software, the Licensee shall conduct all Acceptance Tests to determine whether, and the extent to which: (a) the Licensed Software conforms to the requirements of this Agreement, including the full operability, integration, interoperability and compatibility of the Licensed Software with the components and functions of the Licensee’s Systems in accordance with the Documentation; and (b) the Documentation effectively supports the Licensed Software, is complete and free of any deficiencies. 4.3 All Acceptance Tests shall: (a) begin with a commercially reasonable time following delivery of the Licensed Software; and (b) be conducted by the Licensee . The total period for up to one-hundred and eighty (180) days from the date of the Licensee’s receipt of the Licensed Software (the “Testing Period”). 4.4 The Licensee may suspend the Acceptance Tests and shall last no more that seventy five (75) days. In the corresponding Test Period by written notice event that such Acceptance Tests reveal any nonconformity of the Development with respect to the Licensor if the Licensee discovers a Nonconformity in the tested Licensed Software or part or feature thereof. In such eventSpecifications, the Licensor shall immediatelyGVI will promptly notify PNVR, and in PNVR will immediately thereafter undertake to modify the Technology to correct any case within ten (10) Business Days, correct such Nonconformity, whereupon the Acceptance Tests and Testing Period shall resume for the balance of the Testing Period. 4.5 Within ten (10) Business Days following the completion of any Acceptance Tests, the Licensee shall prepare and provide nonconformity with respect to the other party written notice of the completion of the tests. Such notice shall include Specifications, and will provide GVI with a report describing in reasonable detail the tests conducted and the results thereof, including any uncorrected Nonconformity in the tested Licensed Software (a “Nonconformance Notice”). If such notice identifies any Nonconformities, the parties’ rights, remedies and obligations will be as set forth in Clauses 4.6 and 4.7. If such notice provided by the Licensee identifies no Nonconformities, such notice shall constitute the Licensee’s Acceptance of the tested Licensed Software. 4.6 If the Acceptance Tests identify any Nonconformities, the Licensor, at the Licensor’s sole cost and expense, shall remedy all such Nonconformities and redeliver the Licensed Software, in accordance with the applicable requirements of this Agreement and the Documentation as promptly as commercially possible and, in any case, corrective action plan within ten (10) days following its of receipt of GVI’s notice of nonconformity. The corrective action plan shall identify a reasonable time period (the Licensee’s Nonconformance Notice. 4.7 If Acceptance Tests identify “Corrective Period”) for PNVR to complete the corrective measures and deliver the corrected Technology to GVI. PNVR will deliver and/or install any Nonconformity in any Licensed Software after a second or subsequent delivery thereofsuch corrected Technology, or the Licensor fails configure or otherwise modify any applicable component of any such Technology, as applicable, and will further deliver to redeliver GVI any Licensed Software on a timely basisapplicable modifications to any source code, the Licensee maydocumentation, technical reference and/or user manuals, in its sole discretionaccordance with the delivery procedures, by written notice methods or other requirements otherwise applicable to the Licensor: (a) continue the process initial delivery set forth in this Clause 4; or (b) accept Section 6. In the nonconforming Licensed event PNVR fails to correct any nonconformity of the PacketNVR Software with respect to the Specifications within the Correction Period, GVI will have the right to refuse to purchase the PacketNVR Software, pursuant to this Agreement. If and when such Acceptance Tests establish, in which case GVI’s reasonable determination, that the Issued Shares shall be reduced equitably to reflect the value of the Licensed Software as received relative Technology conforms to the value of Specifications, GVI will so notify PNVR, and the Licensed Software had it conformed to date upon which GVI so notifies PNVR will be considered the requirements and specifications “Acceptance” date hereunder. The Parties agree, for the purposes of this Agreement Section 7, to act in good faith at all times and to exercise reasonable commercial efforts to notify the Documentation; or (c) deem other Party promptly in the failure to be a case of any non-curable material breach conformance, the implementation of this Agreement and terminate this Agreement pursuant to Clause 12.3. 4.8 any modification or corrective measure and/or Acceptance or non-Acceptance of the Licensed Software (“Acceptance”) shall occur, if at all, on the date that is the earlier of: (a) the Licensee’s delivery of a notice accepting such Licensed Software pursuant to Clause 4.5; or (b) ten (10) Business Days after the expiration of the Testing Period if the Licensee has not notified the Licensor of one or more Nonconformities prior theretoPNVR Software.