Common use of Acceptance Testing Clause in Contracts

Acceptance Testing. On delivery of the Equipment and/or Software to Saint Luke’s (as applicable), and with Company’s assistance if requested by Saint Luke’s, Saint Luke’s shall, within sixty (60) calendar days after receipt of such Software, conduct acceptance testing, which shall include full-stress testing to determine whether, in Saint Luke’s sole judgment: (i) the Software meets the Documentation and provided specifications, provides the functionality and performance characteristics described in the Documentation, and otherwise performs in accordance with the Documentation or as stated elsewhere in this Agreement; (ii) the Software is capable of running at full load, on a repetitive basis, using a variety of Saint Luke’s actual data, without failure; and (iii) the Documentation for the Software meets the requirements in any proposal, response to request for information, or as stated elsewhere in this Agreement (“Acceptance Tests”). If the Software successfully completes the Acceptance Tests, Saint Luke’s shall so notify Company in writing within five (5) business days and the Software shall be deemed to be accepted (“Acceptance”). In such case, the acceptance date shall be the date that the Software satisfactorily completed all of the tests specified above (“Acceptance Date”). Notwithstanding any other provision contained herein, no warranty period for the Software or hardware which is provided as part of the Software shall begin until the Acceptance Date. If the Software fails to meet any or all of the specified Acceptance Tests, Saint Luke’s shall notify Company of such failure in writing and Company shall have fifteen (15) business days in which to correct, modify, or improve the Software or provide a new version of the Software, to cause it to meet each Acceptance Test. Thereafter, Saint Luke’s shall have fifteen (15) additional business days in which to repeat all of the Acceptance Tests specified above. This process shall be repeated as may be necessary until the Software meets the Acceptance Tests; provided, however, that if the Software does not achieve Acceptance hereunder within ninety (90) calendar days after Company’s initial written certification to Saint Luke’s that the Software is ready for Acceptance Testing, then Saint Luke’s shall have the right and option to: (i) cancel the PA (or the applicable Purchase Order for the Equipment) and request the removal of the Software failing to meet the acceptance criteria; (ii) receive a full reimbursement from Company to be paid within thirty (30) business days for any and all fees that Saint Luke’s may have paid; (iii) extend the Acceptance Testing subject to Saint Luke’s right to cancel and obtain reimbursements if the Software is not repaired within such extension period; (iv) demand Company install a direct replacement of the Software failing to meet the applicable phase of Acceptance Testing within a mutually agreed upon time frame; and/or (v) pursue any other remedies provided at law. Software which must be accepted in stages shall not be finally accepted until final acceptance of the Software as a whole. Notwithstanding the above provisions of this Section, Saint Luke’s shall have the right to cause any operating system furnished as part of the PA for the Software acquired by Saint Luke’s hereunder to undergo Acceptance Testing as part of the Acceptance Testing of such Software. In any such event, the operating system shall be deemed a part of such Software and shall undergo Acceptance Testing for the Software pursuant to the PA; provided, however, that such operating system shall also be individually subject to the Acceptance Testing standards specified in this Section. In such event, the Acceptance Tests specified in this Section shall be performed during the same period in which the Acceptance Tests specified in the Agreement (or PA) are performed. Company shall refund all fees paid under the PA if the PA is terminated prior to Acceptance as a result of Company’s failure to achieve implementation landmarks, Company’s failure to provide Software that successfully completes Acceptance Testing, or Company’s breach of a material term of this Exhibit. Company shall refund all fees paid for Software under the PA if the PA is terminated prior to Acceptance for any reason other than Saint Luke’s breach. Company’s failure to refund fees paid within sixty (60) calendar days of notice by Saint Luke’s shall entitle Saint Luke’s to attorneys’ fees and costs in any action to collect such refund.

Acceptance Testing. On delivery of the Equipment Product and/or Software to Saint Luke’s (as applicable), and with Company’s assistance if requested by Saint Luke’s, Saint Luke’s shall, within sixty (60) calendar days after receipt of such Software, conduct acceptance testing, which shall include full-stress testing to determine whether, in Saint Luke’s sole judgment: (i) the Software meets the Documentation and provided specifications, provides the functionality and performance characteristics described in the Documentation, and otherwise performs in accordance with the Documentation or as stated elsewhere in this Agreement; (ii) the Software is capable of running at full load, on a repetitive basis, using a variety of Saint Luke’s actual data, without failure; and (iii) the Documentation for the Software meets the requirements in any proposal, response to request for information, or as stated elsewhere in this Agreement (“Acceptance Tests”). If the Software successfully completes the Acceptance Tests, Saint Luke’s shall so notify Company in writing within five (5) business days and the Software shall be deemed to be accepted (“Acceptance”). In such case, the acceptance date shall be the date that the Software satisfactorily completed all of the tests specified above (“Acceptance Date”). Notwithstanding any other provision contained herein, no warranty period for the Software or hardware which is provided as part of the Software shall begin until the Acceptance Date. If the Software fails to meet any or all of the specified Acceptance Tests, Saint Luke’s shall notify Company of such failure in writing and Company shall have fifteen (15) business days in which to correct, modify, or improve the Software or provide a new version of the Software, to cause it to meet each Acceptance Test. Thereafter, Saint Luke’s shall have fifteen (15) additional business days in which to repeat all of the Acceptance Tests specified above. This process shall be repeated as may be necessary until the Software meets the Acceptance Tests; provided, however, that if the Software does not achieve Acceptance hereunder within ninety (90) calendar days after Company’s initial written certification to Saint Luke’s that the Software is ready for Acceptance Testing, then Saint Luke’s shall have the right and option to: (i) cancel the PA (or the applicable Purchase Order for the Equipment) Product and request the removal of the Software failing to meet the acceptance criteria; (ii) receive a full reimbursement from Company to be paid within thirty (30) business days for any and all fees that Saint Luke’s may have paid; (iii) extend the Acceptance Testing subject to Saint Luke’s right to cancel and obtain reimbursements if the Software is not repaired within such extension period; (iv) demand Company install a direct replacement of the Software failing to meet the applicable phase of Acceptance Testing within a mutually agreed upon time frame; and/or (v) pursue any other remedies provided at law. Software which must be accepted in stages shall not be finally accepted until final acceptance of the Software as a whole. Notwithstanding the above provisions of this Section, Saint Luke’s shall have the right to cause any operating system furnished as part of the PA Agreement for the Software acquired by Saint LukeXxxxx Xxxx’s hereunder to undergo Acceptance Testing as part of the Acceptance Testing of such Software. In any such event, the operating system shall be deemed a part of such Software and shall undergo Acceptance Testing for the Software pursuant to the PASoftware; provided, however, that such operating system shall also be individually subject to the Acceptance Testing standards specified in this Section. In such event, the Acceptance Tests specified in this Section shall be performed during the same period in which the Acceptance Tests specified in the Agreement (or PA) are performed. Company shall refund all fees paid under the PA if the PA Agreement is terminated prior to Acceptance as a result of Company’s failure to achieve implementation landmarks, Company’s failure to provide Software that successfully completes Acceptance Testing, or Company’s breach of a material term of this Exhibit. Company shall refund all fees paid for Software under the PA Aagreement if it (or the PA Purchase Order) is terminated prior to Acceptance for any reason other than Saint Luke’s breach. Company’s failure to refund fees paid within sixty (60) calendar days of notice by Saint Luke’s shall entitle Saint Luke’s to attorneys’ fees and costs in any action to collect such refund.

Acceptance Testing. On delivery of the Equipment and/or Software to Saint Luke’s (as applicable), and with Company’s assistance if requested by Saint Luke’s, Saint Luke’s shall, within sixty (60) calendar days after receipt of such Software, conduct acceptance testing, which shall include full-stress testing to determine whether, in Saint Luke’s sole judgment: (i) the Software meets the Documentation and provided specifications, provides the functionality and performance characteristics described in the Documentation, and otherwise performs in accordance with the Documentation or as stated elsewhere in this Agreement; (ii) the Software is capable of running at full load, on a repetitive basis, using a variety of Saint Luke’s actual data, without failure; and (iii) the Documentation for the Software meets the requirements in any proposal, response to request for information, or as stated elsewhere in this Agreement (“Acceptance Tests”). If the Software successfully completes the Acceptance Tests, Saint Luke’s shall so notify Company in writing within five (5) business days and the Software shall be deemed to be accepted (“Acceptance”). In such case, the acceptance date shall be the date that the Software satisfactorily completed all of the tests specified above (“Acceptance Date”). Notwithstanding any other provision contained herein, no warranty period for the Software or hardware which is provided as part of the Software shall begin until the Acceptance Date. If the Software fails to meet any or all of the specified Acceptance Tests, Saint Luke’s shall notify Company of such failure in writing and Company shall have fifteen (15) business days in which to correct, modify, or improve the Software or provide a new version of the Software, to cause it to meet each Acceptance Test. Thereafter, Saint Luke’s shall have fifteen (15) additional business days in which to repeat all of the Acceptance Tests specified above. This process shall be repeated as may be necessary until the Software meets the Acceptance Tests; provided, however, that if the Software does not achieve Acceptance hereunder within ninety (90) calendar days after Company’s initial written certification to Saint Luke’s that the Software is ready for Acceptance Testing, then Saint Luke’s shall have the right and option to: (i) cancel the PA (or the applicable Purchase Order for the Equipment) Product and request the removal of the Software failing to meet the acceptance criteria; (ii) receive a full reimbursement from Company to be paid within thirty (30) business days for any and all fees that Saint Luke’s may have paid; (iii) extend the Acceptance Testing subject to Saint Luke’s right to cancel and obtain reimbursements if the Software is not repaired within such extension period; (iv) demand Company install a direct replacement of the Software failing to meet the applicable phase of Acceptance Testing within a mutually agreed upon time frame; and/or (v) pursue any other remedies provided at law. Software which must be accepted in stages shall not be finally accepted until final acceptance of the Software as a whole. Notwithstanding the above provisions of this Section, Saint Luke’s shall have the right to cause any operating system furnished as part of the PA Agreement for the Software acquired by Saint Luke’s hereunder to undergo Acceptance Testing as part of the Acceptance Testing of such Software. In any such event, the operating system shall be deemed a part of such Software and shall undergo Acceptance Testing for the Software pursuant to the PASoftware; provided, however, that such operating system shall also be individually subject to the Acceptance Testing standards specified in this Section. In such event, the Acceptance Tests specified in this Section shall be performed during the same period in which the Acceptance Tests specified in the Agreement (or PA) are performed. Company shall refund all fees paid under the PA if the PA Agreement is terminated prior to Acceptance as a result of Company’s failure to achieve implementation landmarks, Company’s failure to provide Software that successfully completes Acceptance Testing, or Company’s breach of a material term of this Exhibit. Company shall refund all fees paid for Software under the PA Aagreement if it (or the PA Purchase Order) is terminated prior to Acceptance for any reason other than Saint Luke’s breach. Company’s failure to refund fees paid within sixty (60) calendar days of notice by Saint Luke’s shall entitle Saint Luke’s to attorneys’ fees and costs in any action to collect such refund.

Acceptance Testing. On delivery of the Equipment Product (if software is embedded) and/or Software to Saint Luke’s (as applicable), and with Company’s assistance if requested by Saint Luke’s, Saint Luke’s shall, within sixty (60) calendar days after receipt of such Software, conduct acceptance testing, which shall include full-stress testing to determine whether, in Saint Luke’s sole judgment: (i) the Software meets the Documentation and provided specifications, provides the functionality and performance characteristics described desc ribed in the Documentation, and otherwise performs in accordance with the Documentation or as stated elsewhere in this Agreement; (ii) the Software is capable of running at full load, on a repetitive basis, using a variety of Saint Luke’s actual data, without failure; and (iii) the Documentation for the Software meets the requirements in any proposalpropos al, response to request for information, or as stated elsewhere in this Agreement (“Acceptance Tests”). If the Software successfully completes the Acceptance Tests, Saint Luke’s shall so notify Company in writing within five (5) business days and the Software shall be deemed to be accepted (“Acceptance”). In such case, the acceptance date shall be the date that the Software satisfactorily completed all of the tests specified above (““ Acceptance Date”). Notwithstanding any other provision contained herein, no warranty period for the Software or hardware which is provided as part of the Software shall begin until the Acceptance Date. If the Software fails to meet any or all of the specified Acceptance Tests, Saint Luke’s shall notify Company of such failure in writing and Company shall have fifteen (15) business days in which to correct, modify, or improve the Software or provide a new version of the Software, to cause it to meet each Acceptance Test. Thereafter, Saint Luke’s shall have fifteen (15) additional business days in which to repeat all of the Acceptance Tests specified above. This process shall be repeated as may be necessary until the Software So ftware meets the Acceptance Tests; provided, however, that if the Software does not achieve Acceptance hereunder within ninety (90) calendar days after Company’s initial written certification to Saint Luke’s that the Software is ready for Acceptance Testing, then Saint LukeL uke’s shall have the right and option to: (i) cancel the PA (or the applicable Purchase Order for the Equipment) Product and request the removal of the Software failing to meet the acceptance criteria; (ii) receive a full reimbursement from Company to be paid within thirty (30) business days for any and all fees that Saint Luke’s may have paid; (iii) extend the Acceptance Testing subject to Saint Luke’s right to cancel and obtain reimbursements if the Software is not repaired within such extension period; (iv) demand Company install a direct replacement of the Software failing to meet the applicable phase of Acceptance Testing within a mutually agreed upon time frame; and/or (v) pursue any other remedies provided at law. Software which must be accepted in stages shall not be finally accepted until final acceptance acceptanc e of the Software as a whole. Notwithstanding the above provisions of this Section, Saint Luke’s shall have the right to cause any operating system furnished as part of the PA Agreement for the Software acquired by Saint Luke’s hereunder to undergo Acceptance Testing as part of the Acceptance Testing of such Software. In any such event, the operating system shall be deemed a part of such Software and shall undergo Acceptance Testing for the Software pursuant to the PASoftware; provided, however, that such operating system shall also be individually subject to the Acceptance Testing standards specified in this Section. In such event, the Acceptance Tests specified in this Section shall be performed during the same period in which the Acceptance Tests specified in the Agreement (or PA) are performed. Company shall refund all fees paid under the PA if the PA Agreement is terminated prior to Acceptance as a result of Company’s failure to achieve implementation landmarks, Company’s failure to provide Software that successfully completes Acceptance Testing, or Company’s breach of a material term of this Exhibit. Company shall refund all fees paid for Software under the PA Aagreement if it (or the PA Purchase Order) is terminated prior to Acceptance for any reason other than Saint Luke’s breach. Company’s failure to refund fees paid within sixty (60) calendar days of notice by Saint Luke’s shall entitle Saint Luke’s to attorneys’ fees and costs in any action to collect such refund.

Acceptance Testing. On delivery of the Equipment Product (if software is embedded) and/or Software to Saint Luke’s (as applicable), and with Company’s assistance if requested by Saint Luke’s, Saint Luke’s shall, within sixty (60) calendar days after receipt of such Software, conduct acceptance testing, which shall include full-stress testing to determine whether, in Saint Luke’s sole judgment: (i) the Software meets the Documentation and provided specifications, provides the functionality and performance characteristics described in the Documentation, and otherwise performs in accordance with the Documentation or as stated elsewhere in this Agreement; (ii) the Software is capable of running at full load, on a repetitive basis, using a variety of Saint Luke’s actual data, without failure; and (iii) the Documentation for the Software meets the requirements in any proposal, response to request for information, or as stated elsewhere in this Agreement (“Acceptance Tests”). If the Software successfully completes the Acceptance Tests, Saint Luke’s shall so notify Company in writing within five (5) business days and the Software shall be deemed to be accepted (“Acceptance”). In such case, the acceptance date shall be the date that the Software satisfactorily completed all of the tests specified above (“Acceptance Date”). Notwithstanding any other provision contained herein, no warranty period for the Software or hardware which is provided as part of the Software shall begin until the Acceptance Date. If the Software fails to meet any or all of the specified Acceptance Tests, Saint Luke’s shall notify Company of such failure in writing and Company shall have fifteen (15) business days in which to correct, modify, or improve the Software or provide a new version of the Software, to cause it to meet each Acceptance Test. Thereafter, Saint Luke’s shall have fifteen (15) additional business days in which to repeat all of the Acceptance Tests specified above. This process shall be repeated as may be necessary until the Software meets the Acceptance Tests; provided, however, that if the Software does not achieve Acceptance hereunder within ninety (90) calendar days after Company’s initial written certification to Saint Luke’s that the Software is ready for Acceptance Testing, then Saint Luke’s shall have the right and option to: (i) cancel the PA (or the applicable Purchase Order for the Equipment) Product and request the removal of the Software failing to meet the acceptance criteria; (ii) receive a full reimbursement from Company to be paid within thirty (30) business days for any and all fees that Saint Luke’s may have paid; (iii) extend the Acceptance Testing subject to Saint Luke’s right to cancel and obtain reimbursements if the Software is not repaired within such extension period; (iv) demand Company install a direct replacement of the Software failing to meet the applicable phase of Acceptance Testing within a mutually agreed upon time frame; and/or (v) pursue any other remedies provided at law. Software which must be accepted in stages shall not be finally accepted until final acceptance of the Software as a whole. Notwithstanding the above provisions of this Section, Saint Luke’s shall have the right to cause any operating system furnished as part of the PA Agreement for the Software acquired by Saint Luke’s hereunder to undergo Acceptance Testing as part of the Acceptance Testing of such Software. In any such event, the operating system shall be deemed a part of such Software and shall undergo Acceptance Testing for the Software pursuant to the PASoftware; provided, however, that such operating system shall also be individually subject to the Acceptance Testing standards specified in this Section. In such event, the Acceptance Tests specified in this Section shall be performed during the same period in which the Acceptance Tests specified in the Agreement (or PA) are performed. Company shall refund all fees paid under the PA if the PA Agreement is terminated prior to Acceptance as a result of Company’s failure to achieve implementation landmarks, Company’s failure to provide Software that successfully completes Acceptance Testing, or Company’s breach of a material term of this Exhibit. Company shall refund all fees paid for Software under the PA Aagreement if it (or the PA Purchase Order) is terminated prior to Acceptance for any reason other than Saint Luke’s breach. Company’s failure to refund fees paid within sixty (60) calendar days of notice by Saint Luke’s shall entitle Saint Luke’s to attorneys’ fees and costs in any action to collect such refund.

Acceptance Testing. On delivery of the Equipment Product and/or Software to Saint Luke’s (as applicable), and with Company’s assistance if requested by Saint Luke’s, Saint Luke’s shall, within sixty (60) calendar days after receipt of such Software, conduct acceptance testing, which shall include full-stress testing to determine whether, in Saint Luke’s sole judgment: (i) the Software meets the Documentation and provided specifications, provides the functionality and performance characteristics described in the Documentation, and otherwise performs in accordance with the Documentation or as stated elsewhere in this Agreement; (ii) the Software is capable of running at full load, on a repetitive basis, using a variety of Saint Luke’s actual data, without failure; and (iii) the Documentation for the Software meets the requirements in any proposal, response to request for information, or as stated elsewhere in this Agreement (“Acceptance Tests”). If the Software successfully completes the Acceptance Tests, Saint Luke’s shall so notify Company in writing within five (5) business days and the Software shall be deemed to be accepted (“Acceptance”). In such case, the acceptance date shall be the date that the Software satisfactorily completed all of the tests specified above (“Acceptance Date”). Notwithstanding any other provision contained herein, no warranty period for the Software or hardware which is provided as part of the Software shall begin until the Acceptance Date. If the Software fails to meet any or all of the specified Acceptance Tests, Saint Luke’s shall notify Company of such failure in writing and Company shall have fifteen (15) business days in which to correct, modify, or improve the Software or provide a new version of the Software, to cause it to meet each Acceptance Test. Thereafter, Saint Luke’s shall have fifteen (15) additional business days in which to repeat all of the Acceptance Tests specified above. This process shall be repeated as may be necessary until the Software meets the Acceptance Tests; provided, however, that if the Software does not achieve Acceptance hereunder within ninety (90) calendar days after Company’s initial written certification to Saint Luke’s that the Software is ready for Acceptance Testing, then Saint Luke’s shall have the right and option to: (i) cancel the PA (or the applicable Purchase Order for the Equipment) Product and request the removal of the Software failing to meet the acceptance criteria; (ii) receive a full reimbursement from Company to be paid within thirty (30) business days for any and all fees that Saint Luke’s may have paid; (iii) extend the Acceptance Testing subject to Saint Luke’s right to cancel and obtain reimbursements if the Software is not repaired within such extension period; (iv) demand Company install a direct replacement of the Software failing to meet the applicable phase of Acceptance Testing within a mutually agreed upon time frame; and/or (v) pursue any other remedies provided at law. Software which must be accepted in stages shall not be finally accepted until final acceptance of the Software as a whole. Notwithstanding the above provisions of this Section, Saint Luke’s shall have the right to cause any operating system furnished as part of the PA Agreement for the Software acquired by Saint Luke’s hereunder to undergo Acceptance Testing as part of the Acceptance Testing of such Software. In any such event, the operating system shall be deemed a part of such Software and shall undergo Acceptance Testing for the Software pursuant to the PASoftware; provided, however, that such operating system shall also be individually subject to the Acceptance Testing standards specified in this Section. In such event, the Acceptance Tests specified in this Section shall be performed during the same period in which the Acceptance Tests specified in the Agreement (or PA) are performed. Company shall refund all fees paid under the PA if the PA Agreement is terminated prior to Acceptance as a result of Company’s failure to achieve implementation landmarks, Company’s failure to provide Software that successfully completes Acceptance Testing, or Company’s breach of a material term of this Exhibit. Company shall refund all fees paid for Software under the PA Aagreement if it (or the PA Purchase Order) is terminated prior to Acceptance for any reason other than Saint Luke’s breach. Company’s failure to refund fees paid within sixty (60) calendar days of notice by Saint Luke’s shall entitle Saint Luke’s to attorneys’ fees and costs in any action to collect such refund.