Common use of Acceptance Testing Clause in Contracts

Acceptance Testing. (a) Upon installation of each Software Deliverable, Acceptance Tests will be conducted as set forth in this Section 9.1 to ensure the Software Deliverable, including all Software and Documentation, conforms to the requirements of this Contract, including the applicable Specifications and, in the case of the Software, the Documentation. (b) All Acceptance Tests will take place at the designated Site(s) in the Operating Environment described in the Statement of Work for the Software Deliverable, commence on the Business Day following installation of such Software Deliverable and be conducted diligently for up to thirty (30) Business Days, or such other period as may be set forth in the Statement of Work (the “Testing Period”). Acceptance Tests will be conducted by the party responsible as set forth in the Statement of Work or, if the Statement of Work does not specify, the State, provided that: (i) for Acceptance Tests conducted by the State, if requested by the State, Contractor will make suitable Contractor Personnel available to observe or participate in such Acceptance Tests; and (ii) for Acceptance Tests conducted by Contractor, the State has the right to observe or participate in all or any part of such Acceptance Tests. Contractor is solely responsible for all Contractor’s costs and expenses related to Contractor’s performance of, participation in, and observation of Acceptance Testing. (c) Upon delivery and installation of the Aggregate Software under the Statement of Work, additional Acceptance Tests will be performed on the Aggregate Software as a whole to ensure full operability, integration, and compatibility among all elements of the Aggregate Software (“Integration Testing”). Integration Testing is subject to all procedural and other terms and conditions set forth in Section 9.1, Section 9.3, and Section 9.4. (d) The State may suspend Acceptance Tests and the corresponding Testing Period by written notice to Contractor if the State discovers a material Non-Conformity in the tested Software Deliverable or part or feature of such Software Deliverable. In such event, Contractor will immediately, and in any case within ten (10) Business Days, correct such Non-Conformity, whereupon the Acceptance Tests and Testing Period will resume for the balance of the Testing Period.

Acceptance Testing. 4.2.1 Seller shall test the Backhaul and Wavelength(s) using procedures in accordance with industry standards (a“Acceptance Testing”) Upon installation of each Software Deliverable, Acceptance Tests will be conducted as to verify that such Backhaul is operating in accordance with the Technical Specifications set forth in this Section 9.1 to ensure Exhibit B and that such Wavelength(s) are operating in accordance with the Software Deliverable, including all Software and Documentation, conforms to the requirements of this Contract, including the applicable Technical Specifications and, set forth in the case of the Software, the Documentation. Exhibit C. Seller shall provide Purchaser with five (b) All Acceptance Tests will take place at the designated Site(s) in the Operating Environment described in the Statement of Work for the Software Deliverable, commence on the Business Day following installation of such Software Deliverable and be conducted diligently for up to thirty (305) Business Days, or such other period as ’ prior written notice (which notice may be set forth sent by facsimile or e-mail in this case only) of the Statement date and time of Work each applicable test. 4.2.2 After the successful conclusion of the Acceptance Testing conducted by Seller with respect to the Backhaul or Wavelength(s), Seller shall provide Purchaser with an electronic notice that the Backhaul or the applicable Wavelength(s), as applicable, is available for use (“Turn Up Acknowledgement” or “TUA”). 4.2.3 After receipt by Purchaser from Seller of the TUA, Purchaser shall have five (5) Business Days to conduct its own Acceptance Testing to verify that it is operating in accordance with the applicable Testing Specifications (“Testing Period”). Acceptance Tests will be conducted by If Purchaser determines that such test results show that the party responsible Backhaul or Wavelength(s) or any portion thereof do not meet the applicable Testing Specifications, Purchaser shall, within the Testing Period, notify Seller’ Service Delivery Department in writing that the Capacity does not comply with the Testing Specifications, and, if, upon investigation, such non-compliance is due solely to Seller’ fault, then Seller shall correct the non-compliance as set forth in the Statement of Work or, if the Statement of Work does not specify, the State, provided that: (i) for Acceptance Tests conducted by the State, if requested by the State, Contractor will make suitable Contractor Personnel available to observe or participate in such Acceptance Tests; and (ii) for Acceptance Tests conducted by Contractor, the State has the right to observe or participate in all or any part of such Acceptance Tests. Contractor is solely responsible for all Contractor’s costs and expenses related to Contractor’s performance of, participation in, and observation of Acceptance TestingSection 3.1.3 below. (c) Upon delivery and installation of 4.2.4 In the Aggregate Software under event Purchaser notifies Seller within the Statement of Work, additional Acceptance Tests will be performed on the Aggregate Software as a whole to ensure full operability, integration, and compatibility among all elements of the Aggregate Software (“Integration Testing”). Integration Testing is subject to all procedural and other terms and conditions time periods set forth in Section 9.14.2.2 that the Backhaul or Wavelength(s), or any portion thereof is not operating within the parameters of the applicable Testing Specifications, Seller shall expeditiously take such action as shall be necessary with respect to such portion of the Backhaul or Wavelength(s) to bring the operating standards of such portion of the Backhaul or Wavelength(s) into compliance, after which such portion of the Backhaul or Wavelength(s) shall be re-tested in accordance with the provisions of this Section 9.34. After taking such actions and re-testing, Seller shall provide Purchaser with a re-tested TUA and Purchaser shall again have all rights provided in this Section 9.44. 4.2.5 The cycle described above of testing, taking corrective action and re-testing shall take place a maximum of two (d2) The State may suspend times as necessary to ensure that such portion of the Backhaul or Wavelength(s) operates within the parameters of the applicable Testing Specifications. Following the second such attempt by the parties to agree on the Acceptance Tests Testing results, if Purchaser asserts that the test results demonstrate the Backhaul or Wavelength(s), or any portion thereof, does not meet the applicable Testing Specifications (“Compliancy”), both parties shall choose an independent engineer to establish whether the test results establish Compliancy or not. If the independent engineer confirms Compliancy, Purchaser shall be deemed to have accepted the Backhaul or Wavelength(s) and reimburse Seller for the actual cost of the independent engineer and the corresponding actual internal and out-of-pocket costs of extra testing. If the independent engineer confirms Purchaser’s test results, Seller will complete expeditiously the corrective action necessary to achieve Compliancy and pay for the actual cost of the independent engineer and for the actual internal and out-of-pocket costs incurred by Purchaser for such extra testing. 4.2.6 In the event Purchaser does not object to the results of any of Seller’ Acceptance Testing Period by written notice or its own Acceptance Testing within the time periods specified in Section 4.2.3, Purchaser shall be deemed to Contractor if have accepted the State discovers a material Non-Conformity in Backhaul or Wavelength(s) as of the tested Software Deliverable or part or feature first day following the end of such Software Deliverableperiod. In such eventThe date on which Purchaser issues its notice accepting the Backhaul or Wavelength(s), Contractor will immediatelyor on which it is deemed to accept the Backhaul or Wavelength(s), as the case may be, under this *** Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in any case within ten (10) Business Days, correct such Non-Conformity, whereupon the Acceptance Tests and Testing Period will resume for the balance of the Testing Periodaccordance with Rule 406.

Acceptance Testing. 4.2.1 Seller shall test the Backhaul and Wavelength(s) using procedures in accordance with industry standards (a“Acceptance Testing”) Upon installation of each Software Deliverable, Acceptance Tests will be conducted as to verify that such Backhaul is operating in accordance with the Technical Specifications set forth in this Section 9.1 to ensure Exhibit B and that such Wavelength(s) are operating in accordance with the Software Deliverable, including all Software and Documentation, conforms to the requirements of this Contract, including the applicable Technical Specifications and, set forth in the case of the Software, the Documentation. Exhibit C. Seller shall provide Purchaser with five (b) All Acceptance Tests will take place at the designated Site(s) in the Operating Environment described in the Statement of Work for the Software Deliverable, commence on the Business Day following installation of such Software Deliverable and be conducted diligently for up to thirty (305) Business Days, or such other period as ’ prior written notice (which notice may be set forth sent by facsimile or e-mail in this case only) of the Statement date and time of Work each applicable test. 4.2.2 After the successful conclusion of the Acceptance Testing conducted by Seller with respect to the Backhaul or Wavelength(s), Seller shall provide Purchaser with an electronic notice that the Backhaul or the applicable Wavelength(s), as applicable, is available for use (“Turn Up Acknowledgement” or “TUA”). 4.2.3 After receipt by Purchaser from Seller of the TUA, Purchaser shall have five (5) Business Days to conduct its own Acceptance Testing to verify that it is operating in accordance with the applicable Testing Specifications (“Testing Period”). Acceptance Tests will be conducted by If Purchaser determines that such test results show that the party responsible Backhaul or Wavelength(s) or any portion thereof do not meet the applicable Testing Specifications, Purchaser shall, within the Testing Period, notify Seller’ Service Delivery Department in writing that the Capacity does not comply with the Testing Specifications, and, if, upon investigation, such non-compliance is due solely to Seller’ fault, then Seller shall correct the non-compliance as set forth in the Statement of Work or, if the Statement of Work does not specify, the State, provided that: (i) for Acceptance Tests conducted by the State, if requested by the State, Contractor will make suitable Contractor Personnel available to observe or participate in such Acceptance Tests; and (ii) for Acceptance Tests conducted by Contractor, the State has the right to observe or participate in all or any part of such Acceptance Tests. Contractor is solely responsible for all Contractor’s costs and expenses related to Contractor’s performance of, participation in, and observation of Acceptance TestingSection 3.1.3 below. (c) Upon delivery and installation of 4.2.4 In the Aggregate Software under event Purchaser notifies Seller within the Statement of Work, additional Acceptance Tests will be performed on the Aggregate Software as a whole to ensure full operability, integration, and compatibility among all elements of the Aggregate Software (“Integration Testing”). Integration Testing is subject to all procedural and other terms and conditions time periods set forth in Section 9.14.2.2 that the Backhaul or Wavelength(s), or any portion thereof is not operating within the parameters of the applicable Testing Specifications, Seller shall expeditiously take such action as shall be necessary with respect to such portion of the Backhaul or Wavelength(s) to bring the operating standards of such portion of the Backhaul or Wavelength(s) into compliance, after which such portion of the Backhaul or Wavelength(s) shall be re-tested in accordance with the provisions of this Section 9.34. After taking such actions and re-testing, Seller shall provide Purchaser with a re-tested TUA and Purchaser shall again have all rights provided in this Section 9.44. 4.2.5 The cycle described above of testing, taking corrective action and re-testing shall take place a maximum of two (d2) The State may suspend times as necessary to ensure that such portion of the Backhaul or Wavelength(s) operates within the parameters of the applicable Testing Specifications. Following the second such attempt by the parties to agree on the Acceptance Tests Testing results, if Purchaser asserts that the test results demonstrate the Backhaul or Wavelength(s), or any portion thereof, does not meet the applicable Testing Specifications (“Compliancy”), both parties shall choose an independent engineer to establish whether the test results establish Compliancy or not. If the independent engineer confirms Compliancy, Purchaser shall be deemed to have accepted the Backhaul or Wavelength(s) and reimburse Seller for the corresponding ***. If the independent engineer confirms Purchaser’s test results, Seller will complete expeditiously the corrective action necessary to achieve Compliancy and pay for the actual cost of the independent engineer and for the actual internal and out-of-pocket costs incurred by Purchaser for such extra testing. 4.2.6 In the event Purchaser does not object to the results of any of Seller’ Acceptance Testing Period by written notice or its own Acceptance Testing within the time periods specified in Section 4.2.3, Purchaser shall be deemed to Contractor if have accepted the State discovers a material Non-Conformity in Backhaul or Wavelength(s) as of the tested Software Deliverable or part or feature first day following the end of such Software Deliverableperiod. In such eventThe date on which Purchaser issues its notice accepting the Backhaul or Wavelength(s), Contractor will immediatelyor on which it is deemed to accept the Backhaul or Wavelength(s), as the case may be, under this *** Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in any case within ten (10) Business Days, correct such Non-Conformity, whereupon the Acceptance Tests and Testing Period will resume for the balance of the Testing Periodaccordance with Rule 406.

Acceptance Testing. (a) Upon delivery or, if Developer is responsible for installation, installation of each Software Deliverable, Acceptance Tests will shall be conducted as set forth in this Section 9.1 5.4 to ensure the Software Deliverable, including all Software and Documentation, conforms to the requirements of this ContractAgreement, including the applicable Specifications and, in the case of the Software, the Documentation. (b) All Acceptance Tests will shall take place at the designated Site(s) in the Operating Environment described in the Statement of Work for the Software Deliverable, commence on the Business Day business day following installation delivery or installation, as applicable, of such Software Deliverable Deliverable, and be conducted diligently for up to [thirty (30) Business Days)] days[, or such other period as may be set forth in the relevant Statement of Work Work] (the “”Testing Period”). Acceptance Tests will shall be conducted by the party responsible therefor as set forth in the applicable Statement of Work or, if the Statement of Work does not specify, the State[Customer/Developer], provided that: (i) for Acceptance Tests conducted by the StateCustomer, if requested by the StateCustomer, Contractor will Developer shall make suitable Contractor Developer Personnel available to observe or participate in such Acceptance Tests; and (ii) for Acceptance Tests conducted by ContractorDeveloper, the State has Customer shall have the right to observe or participate in all or any part of such Acceptance Tests. Contractor is solely responsible for all Contractor’s costs and expenses related to Contractor[Developer’s performance of, participation in, and observation of Acceptance TestingTesting shall be at Developer’s sole cost and expense.] (c) Upon delivery [and installation installation] of the Aggregate Software under the any Statement of Work, additional Acceptance Tests will shall be performed on the Aggregate Software as a whole to ensure full operability, integration, and compatibility among all elements of the Aggregate Software (“”Integration Testing”). Integration Testing is shall be subject to all procedural and other terms and conditions set forth in Section 9.15. [The scope of Integration Testing on any previously-Accepted Software Deliverable shall be limited to ensuring full operability, Section 9.3integration, and Section 9.4compatibility and Customer shall not have the right to condition its acceptance thereof on Developer’s correction of any nonconformity that could have been, but was not, identified by Customer during initial testing of such Software Deliverable.] (d) The State [Customer may suspend Acceptance Tests and the corresponding Testing Period by written notice to Contractor Developer if the State Customer discovers a material [material] Non-Conformity in the tested Software Deliverable or part or feature of such Software Deliverablethereof. In such event, Contractor will Developer shall immediately, and in any case within ten (10) Business Days1 days, correct such Non-Conformity, whereupon the Acceptance Tests and Testing Period will shall resume for the balance of the Testing Period.]

Acceptance Testing. (a) Upon Unless otherwise specified in the Statement of Work, upon installation of each Software Deliverablethe Software, Acceptance Tests will be conducted as set forth in this Section 9.1 8 to ensure the Software Deliverable, including all Software and Documentation, conforms to the requirements of this ContractAgreement, including the applicable Specifications and, in the case of the Software, the and Documentation. (b) All Acceptance Tests will take place at the designated Site(s) in the Operating Environment described in the Statement of Work for the Software DeliverableWork, commence on the Business Day following installation of such the Software Deliverable and be conducted diligently for up to thirty (30) Business Days, or such other period as may be set forth in the Statement of Work (the “Testing Period”). Acceptance Tests will be conducted by the party responsible as set forth in the Statement of Work or, if the Statement of Work does not specify, the StateUniversity, provided that: (i) for Acceptance Tests conducted by the StateUniversity, if requested by the StateUniversity, Contractor Supplier will make suitable Contractor Supplier Personnel available to observe or participate in such Acceptance Tests; and (ii) for Acceptance Tests conducted by ContractorSupplier, the State University has the right to observe or participate in all or any part of such Acceptance Tests. Contractor Supplier is solely responsible for all Contractor’s costs and expenses related to ContractorSupplier’s performance of, participation in, and observation of Acceptance Testing. (c) Upon delivery and installation of any Configuration or Modification to the Aggregate Software under the Statement of Work, additional Acceptance Tests will be performed on the Aggregate configured or modified Software as a whole to ensure full operability, integration, and compatibility among all elements of the Aggregate Software (“Integration Testing”). Integration Testing is subject to all procedural and other terms and conditions set forth in Section 9.18.1, Section 9.38.3, and Section 9.48.4. (d) The State University may suspend Acceptance Tests and the corresponding Testing Period by written notice to Contractor Supplier if the State University discovers a material Non-Conformity in the tested Software Deliverable or part or feature of such Software Deliverablethe Software. In such event, Contractor Supplier will immediately, and in any case within ten (10) Business Days, correct such Non-Conformity, whereupon the Acceptance Tests and Testing Period will resume for the balance of the Testing Period.

Acceptance Testing. (a) Upon installation All Deliverables and Work Product shall be provided to the Board by Vendor in conformance with all requirements, specifications, acceptance criteria, and time schedules set forth or referenced in this Agreement or in the applicable Statement of each Software DeliverableWork. Vendor and the Board shall at all times utilize complete and thorough acceptance testing procedures, Acceptance Tests will and appropriate acceptance criteria, all of which shall be conducted as subject to review and approval by the Board, and no such activities shall be deemed completed until all applicable acceptance criteria, whether set forth in this Section 9.1 Agreement or in any Statement of Work executed hereunder, or otherwise mutually agreed upon by the Parties in writing, have been successfully met. In addition, the Board shall have the right to ensure review, test, and either accept or reject, in accordance with the Software Deliverable, including all Software and Documentation, conforms to the requirements provisions of this ContractARTICLE 13, any Deliverable (or any particular or separable product, output or result of the Services, including the applicable Specifications andSystem or any portion or component thereof, and all Work Product) provided by Vendor to the Board, upon receiving written notification from Vendor that such Deliverable is ready for review and testing by the Board. For the avoidance of doubt, any references to the Board’s “Acceptance” of any particular item in this Agreement or in any Schedules, Exhibits, or Statements of Work incorporated herein, without further qualification or clarification, shall be deemed to refer, as applicable, to either: (a) the Board’s “Pre-live Acceptance” of Software Components, in the case of the Software, the Documentation. accordance with Section 13.1; (b) All the Board’s “Post-live Acceptance“ of Software Components, in accordance with Section 13.2; or (c) the Board’s “Acceptance” of Deliverables that do not constitute Software Components, in accordance with Section 13.3. 13.1 Pre-Live Acceptance Tests will take place at Upon the designated Site(sBoard’s receipt of written notification that Vendor has completed the installation of any Deliverable or group of Deliverables that constitute computer software (each such Deliverable or group, a “Software Component“) and that such Software Component is ready for testing and that Vendor requests the commencement of testing, the Board shall begin testing such Software Components in a test environment using the Operating Environment described applicable test procedures and standards set forth or referenced in this Agreement and the applicable Statement of Work for the Software Deliverable, commence on the Business Day following installation of such Software Deliverable and be conducted diligently for up to thirty (30) Business DaysWork, or such other procedures and standards mutually agreed upon by the Parties in writing (collectively, the “Acceptance Test Procedures“), to determine whether each such Software Component performs in accordance with the applicable specifications and acceptance criteria for such Software Component set forth or referenced in this Agreement, or in the applicable Statement of Work, and as warranted in ARTICLE 8 hereof (collectively, the “Acceptance Criteria“). After the Board has completed such testing for a Software Component and has operated such Software Component for the period as may be of time set forth in the applicable Statement of Work (the “Pre-live Testing Period”)“) in accordance with the Acceptance Criteria, the Board shall notify Vendor in writing that the Board has issued its “Pre-live Acceptance“ of such Software Component. If the Board reasonably determines that such Software Component does not perform in accordance with the Acceptance Tests will be conducted by Criteria, the party responsible Board shall deliver to Vendor, within seven (7) calendar days after the end of the Pre-live Testing Period, a written report describing the deficiencies in reasonable detail. Vendor shall correct any such deficiencies within seven (7) calendar days after receiving any such report and shall notify the Board in writing when such corrections are completed. The Board may then re-test the Software Component for an additional Pre-live Testing Period as set forth in the applicable Statement of Work, at the end of which period the determination, notification, and correction process described above in this 13.1 shall be repeated. If the Board fails to either notify Vendor in writing of the Board’s Pre-live Acceptance of such Software Component, or to deliver such a written report of deficiencies to Vendor, within the seven (7) calendar day period provided above in which the Board is to respond, then the Board shall be deemed to have issued its Pre-live Acceptance of such Software Component upon the expiration of such seven (7) calendar day period, except that no issuance, or deemed issuance, of the Board’s Pre-live Acceptance of any Software Component shall be deemed to waive any right or remedy of the Board under this Agreement, at law, or in equity. 13.2 Post-Live Acceptance Once the Board has issued its Pre-live Acceptance of all of the Software Components that constitute the System, the Board shall begin using such portions of the System in a live, operational environment (each respective date that such use commences, the “Go Live Date“). Once the Board has used such portions of the System in such live, operational environment using the Board’s production data for a sufficient time to test all functions of such portions of the System (including, but not limited to, testing with regard to integration of such portions of the System with all applicable other software and systems of the Board), a period of time set forth in the applicable Statement of Work orafter the Go Live Date (“Live Testing“), if the Statement of Work does not specify, the State, provided and has reasonably determined that: (i) for Acceptance Tests conducted by the State, if requested by the State, Contractor will make suitable Contractor Personnel available to observe or participate in such Acceptance Tests; andthere have been no material errors, (ii) for such portions of the System perform in accordance with the Acceptance Tests conducted Criteria, and (iii) all training Services required hereunder, and other Services required by Contractorthis Agreement to have been completed by such time or occurrence, have been completed, then the Board shall notify Vendor in writing that the Board has issued its “Post-live Acceptance“ of such portions of the System. In no event shall any other action or inaction by the Board (including, but not limited to, the State has Board’s use of the right to observe or participate in all System, or any part portion thereof, in such a live, operational environment) constitute issuance by the Board of such its Post-live Acceptance Testsof the System or any portion thereof. Contractor is solely responsible for all ContractorNotwithstanding anything to the contrary elsewhere in the Agreement, in no event shall the Board’s costs and expenses related issuance of its Post-live Acceptance of the System or any portion thereof be deemed a waiver of any right or remedy available to Contractor’s performance ofthe Board under this Agreement, participation inat law, and observation of Acceptance or in equity with regard to any defect in any Software Component or Deliverable not discovered by the Board during Pre-live Testing or Live Testing. (c) Upon delivery and installation of the Aggregate Software under the Statement of Work, additional Acceptance Tests will be performed on the Aggregate Software as a whole to ensure full operability, integration, and compatibility among all elements of the Aggregate Software (“Integration Testing”). Integration Testing is subject to all procedural and other terms and conditions set forth in Section 9.1, Section 9.3, and Section 9.4. (d) The State may suspend Acceptance Tests and the corresponding Testing Period by written notice to Contractor if the State discovers a material Non-Conformity in the tested Software Deliverable or part or feature of such Software Deliverable. In such event, Contractor will immediately, and in any case within ten (10) Business Days, correct such Non-Conformity, whereupon the Acceptance Tests and Testing Period will resume for the balance of the Testing Period.

Acceptance Testing. (a) Upon installation of each Software Deliverable, Acceptance Tests will be conducted as set forth in this Section 9.1 to ensure the Software Deliverable, including all Software and Documentation, conforms to the requirements of this Contract, including the applicable Specifications and, in the case of the Software, the Documentation. (b) . All Acceptance Tests will take place at the designated Site(s) in the Operating Environment described in the Statement of Work for the Software Deliverable, commence on the Business Day following installation of such Software Deliverable and be conducted diligently for up to thirty (30) Business Days, or such other period as may be set forth in the Statement of Work (the “Testing Period”). Acceptance Tests will be conducted by the party responsible as set forth in the Statement of Work or, if the Statement of Work does not specify, the State, provided that: (i) : for Acceptance Tests conducted by the State, if requested by the State, Contractor will make suitable Contractor Personnel available to observe or participate in such Acceptance Tests; and (ii) and for Acceptance Tests conducted by Contractor, the State has the right to observe or participate in all or any part of such Acceptance Tests. Contractor is solely responsible for all Contractor’s costs and expenses related to Contractor’s performance of, participation in, and observation of Acceptance Testing. (c) . Upon delivery and installation of the Aggregate Software under the Statement of Work, additional Acceptance Tests will be performed on the Aggregate Software as a whole to ensure full operability, integration, and compatibility among all elements of the Aggregate Software (“Integration Testing”). Integration Testing is subject to all procedural and other terms and conditions set forth in Section 9.1, Section 9.3, and Section 9.4. (d) . The State may suspend Acceptance Tests and the corresponding Testing Period by written notice to Contractor if the State discovers a material Non-Conformity in the tested Software Deliverable or part or feature of such Software Deliverable. In such event, Contractor will immediately, and in any case within ten (10) Business Days, correct such Non-Conformity, whereupon the Acceptance Tests and Testing Period will resume for the balance of the Testing Period.

Acceptance Testing. (a) Upon installation of each Software Deliverable, Acceptance Tests will be conducted Except as otherwise expressly set forth in this Section 9.1 to ensure the Transaction Agreement, upon completion of installation, Supplier and Customer shall perform Acceptance Testing of all Licensed Software Deliverable, including all Software and Documentation, conforms to in the following three (3) phases. The Acceptance Testing requirements of this ContractSection 9.3 also apply to substitute, including replacement and conversion Products that are acquired by Customer after the applicable Specifications and, in the case of the Software, the DocumentationLicensed Software has passed earlier Acceptance Testing. (bA) All Acceptance Tests will take place at Supplier shall initially perform its standard test procedures for Customer's personnel and shall certify to Customer in writing all components and each applicable Module are operating in accordance with the designated Site(s) in applicable Specifications. In the Operating Environment described in event the Statement of Work for the Software DeliverableSupplier is unable to, commence on the Business Day following installation of such Software Deliverable and be conducted diligently for up or does not, so certify to Customer within thirty (30) Business Dayscalendar days from the Installation Date, or such other period as may be set forth in the Statement of Work (the “Testing Period”). Acceptance Tests System and any applicable Module will be conducted deemed not to have successfully completed this phase of the Acceptance Testing. (B) With the advice and assistance of Supplier's representatives, Customer will operate the System for five (5) business days, using all Software furnished by the party responsible Supplier necessary for the Licensed Software to function as set forth specified in the Statement of Work orthis Software Licensing Agreement, if the Statement of Work does not specify, the State, provided thatto perform: (i) for the Licensed Software's routine business transactions in accordance with the Specifications; (ii) transactions performed during pre-acceptance testing, benchmark or other demonstration included, referenced, or incorporated into the Acceptance Tests; (iii) such other transactions as may be specified in the Acceptance Tests conducted by (this Phase Two will be the State, if requested by the State, Contractor will make suitable Contractor Personnel available to observe or participate in such Preliminary Acceptance TestsTesting); and (iiiv) in the event the System fails to perform all such transactions, or fails to run the Licensed Software, in accordance with applicable Specifications and within two percent (2%) of applicable benchmark or other demonstration results stated in the Acceptance Test, for Acceptance Tests conducted by Contractora period of five (5) consecutive business days, Customer shall operate the System for additional consecutive business days until the System so performs such transactions and runs the Licensed Software for a period of five (5) consecutive business days. In the event such failure continues in whole or in part for a period of more than thirty (30) calendar days from the Installation Date, the State has System and any applicable Module will be deemed not to have successfully completed this phase of the right to observe or participate in all or any part of such Acceptance Tests. Contractor is solely responsible for all Contractor’s costs and expenses related to Contractor’s performance of, participation in, and observation of Acceptance Testing. (cC) Upon delivery With the advice and installation assistance of Supplier's representatives, Customer will operate the System, using all Licensed Software furnished by Supplier or otherwise specified in this Software Licensing Agreement, to determine whether the System and each Module of the Aggregate Licensed Software under meet the Statement of Work, additional Acceptance Tests will be performed on the Aggregate Software as a whole to ensure full operability, integration, and compatibility among all elements of the Aggregate Software (“Integration Testing”). Integration Testing is subject to all procedural and other terms and conditions set forth in Section 9.1, Section 9.3, and Section 9.4Effectiveness Level. (d) The State may suspend Acceptance Tests and the corresponding Testing Period by written notice to Contractor if the State discovers a material Non-Conformity in the tested Software Deliverable or part or feature of such Software Deliverable. In such event, Contractor will immediately, and in any case within ten (10) Business Days, correct such Non-Conformity, whereupon the Acceptance Tests and Testing Period will resume for the balance of the Testing Period.