Common use of Acceptance Testing Clause in Contracts

Acceptance Testing. (a) Upon delivery or, if Developer is responsible for installation, installation of each Software Deliverable, Acceptance Tests shall be conducted as set forth in this Section 5.4 to ensure the Software Deliverable, including all Software and Documentation, conforms to the requirements of this Agreement, including the applicable Specifications and, in the case of the Software, the Documentation. (b) All Acceptance Tests 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 following delivery or installation, as applicable, of such Software Deliverable, and be conducted diligently for up to [thirty (30)] days[, or such other period as may be set forth in the relevant Statement of Work] (”Testing Period”). Acceptance Tests 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, [Customer/Developer], provided that: (i) for Acceptance Tests conducted by Customer, if requested by Customer, Developer shall make suitable Developer Personnel available to observe or participate in such Acceptance Tests; and (ii) for Acceptance Tests conducted by Developer, Customer shall have the right to observe or participate in all or any part of such Acceptance Tests. [Developer’s performance of, participation in, and observation of Acceptance Testing shall be at Developer’s sole cost and expense.] (c) Upon delivery [and installation] of the Aggregate Software under any Statement of Work, additional Acceptance Tests 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 shall be subject to all procedural and other terms and conditions set forth in Section 5. [The scope of Integration Testing on any previously-Accepted Software Deliverable shall be limited to ensuring full operability, integration, and compatibility 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) [Customer may suspend Acceptance Tests and the corresponding Testing Period by written notice to Developer if Customer discovers a [material] Non-Conformity in the tested Software Deliverable or part or feature thereof. In such event, Developer shall immediately, and in any case within 1 days, correct such Non-Conformity, whereupon the Acceptance Tests and Testing Period shall resume for the balance of Testing Period.]

Acceptance Testing. (a) Upon delivery or, if Developer is responsible for installation, installation of each Software Deliverable, Acceptance Tests shall will be conducted as set forth in this Section 5.4 9.1 to ensure the Software Deliverable, including all Software and Documentation, conforms to the requirements of this AgreementContract, including the applicable Specifications and, in the case of the Software, the Documentation. (b) All Acceptance Tests shall 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 Business Day following delivery or installation, as applicable, installation of such Software Deliverable, Deliverable and be conducted diligently for up to [thirty (30)] days[) Business Days, or such other period as may be set forth in the relevant Statement of Work] Work (”the “Testing Period”). Acceptance Tests shall will 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, [Customer/Developer]the State, provided that: (i) for Acceptance Tests conducted by Customerthe State, if requested by Customerthe State, Developer shall Contractor will make suitable Developer Contractor Personnel available to observe or participate in such Acceptance Tests; and (ii) for Acceptance Tests conducted by DeveloperContractor, Customer shall have the State has the right to observe or participate in all or any part of such Acceptance Tests. [DeveloperContractor is solely responsible for all Contractor’s costs and expenses related to Contractor’s performance of, participation in, and observation of Acceptance Testing shall be at Developer’s sole cost and expenseTesting.] (c) Upon delivery [and installation] installation of the Aggregate Software under any the Statement of Work, additional Acceptance Tests shall 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 shall be is subject to all procedural and other terms and conditions set forth in Section 5. [The scope of Integration Testing on any previously-Accepted Software Deliverable shall be limited to ensuring full operability9.1, integrationSection 9.3, and compatibility 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 DeliverableSection 9.4.] (d) [Customer The State may suspend Acceptance Tests and the corresponding Testing Period by written notice to Developer Contractor if Customer the State discovers a [material] material Non-Conformity in the tested Software Deliverable or part or feature thereofof such Software Deliverable. In such event, Developer shall Contractor will immediately, and in any case within 1 daysten (10) Business Days, correct such Non-Conformity, whereupon the Acceptance Tests and Testing Period shall 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 delivery or, if Developer to verify that such Backhaul is responsible for installation, installation of each Software Deliverable, Acceptance Tests shall be conducted as operating in accordance with the Technical Specifications set forth in Exhibit B and that such Wavelength(s) are operating in accordance with the Technical Specifications set forth in Exhibit C. Seller shall provide Purchaser with five (5) Business Days’ prior written notice (which notice may be sent by facsimile or e-mail in this Section 5.4 to ensure case only) of the Software Deliverable, including all Software date and Documentation, conforms time of each applicable test. 4.2.2 After the successful conclusion of the Acceptance Testing conducted by Seller with respect to the requirements of this AgreementBackhaul or Wavelength(s), including Seller shall provide Purchaser with an electronic notice that the Backhaul or the applicable Specifications and, in the case of the Software, the Documentation. (b) All Acceptance Tests 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 following delivery or installationWavelength(s), as applicable, is available for use (“Turn Up Acknowledgement” or “TUA”). 4.2.3 After receipt by Purchaser from Seller of such Software Deliverablethe TUA, and be conducted diligently for up Purchaser shall have five (5) Business Days to [thirty conduct its own Acceptance Testing to verify that it is operating in accordance with the applicable Testing Specifications (30)] days[, or such other period as may be set forth in the relevant Statement of Work] (”“Testing Period”). Acceptance Tests If Purchaser determines that such test results show that the 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 be conducted by correct the party responsible therefor non-compliance as set forth in Section 3.1.3 below. 4.2.4 In the applicable Statement of Work or, if event Purchaser notifies Seller within the Statement of Work does not specify, [Customer/Developer], provided that: (i) for Acceptance Tests conducted by Customer, if requested by Customer, Developer shall make suitable Developer Personnel available to observe or participate in such Acceptance Tests; and (ii) for Acceptance Tests conducted by Developer, Customer shall have the right to observe or participate in all or any part of such Acceptance Tests. [Developer’s performance of, participation in, and observation of Acceptance Testing shall be at Developer’s sole cost and expense.] (c) Upon delivery [and installation] of the Aggregate Software under any Statement of Work, additional Acceptance Tests 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 shall be subject to all procedural and other terms and conditions time periods set forth in Section 5. [The scope 4.2.2 that the Backhaul or Wavelength(s), or any portion thereof is not operating within the parameters of Integration the applicable Testing on any previously-Accepted Software Deliverable Specifications, Seller shall expeditiously take such action as shall be limited necessary with respect to ensuring full operabilitysuch portion of the Backhaul or Wavelength(s) to bring the operating standards of such portion of the Backhaul or Wavelength(s) into compliance, integrationafter which such portion of the Backhaul or Wavelength(s) shall be re-tested in accordance with the provisions of this Section 4. After taking such actions and re-testing, Seller shall provide Purchaser with a re-tested TUA and compatibility Purchaser shall again have all rights provided in this Section 4. 4.2.5 The cycle described above of testing, taking corrective action and Customer re-testing shall take place a maximum of two (2) 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 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 right Backhaul or Wavelength(s) and reimburse Seller for the ***. If the independent engineer confirms Purchaser’s test results, Seller will complete expeditiously the corrective action necessary to condition its acceptance thereof on Developer’s correction 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 nonconformity that could of Seller’ Acceptance Testing or its own Acceptance Testing within the time periods specified in Section 4.2.3, Purchaser shall be deemed to have been, but was not, identified by Customer during initial testing accepted the Backhaul or Wavelength(s) as of the first day following the end of such Software Deliverableperiod. The date on which Purchaser issues its notice accepting the Backhaul or Wavelength(s), or 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 accordance with Rule 406.] (d) [Customer may suspend Acceptance Tests and the corresponding Testing Period by written notice to Developer if Customer discovers a [material] Non-Conformity in the tested Software Deliverable or part or feature thereof. In such event, Developer shall immediately, and in any case within 1 days, correct such Non-Conformity, whereupon the Acceptance Tests and Testing Period shall resume for the balance of Testing Period.]

Acceptance Testing. (a) Upon delivery orUnless otherwise specified in the Statement of Work, if Developer is responsible for installation, upon installation of each Software Deliverablethe Software, Acceptance Tests shall will be conducted as set forth in this Section 5.4 8 to ensure the Software Deliverable, including all Software and Documentation, conforms to the requirements of this Agreement, including the applicable Specifications and, in the case of the Software, the and Documentation. (b) All Acceptance Tests shall 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 Business Day following delivery or installation, as applicable, installation of such the Software Deliverable, and be conducted diligently for up to [thirty (30)] days[) Business Days, or such other period as may be set forth in the relevant Statement of Work] Work (”the “Testing Period”). Acceptance Tests shall will 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, [Customer/Developer]the University, provided that: (i) for Acceptance Tests conducted by Customerthe University, if requested by Customerthe University, Developer shall Supplier will make suitable Developer Supplier Personnel available to observe or participate in such Acceptance Tests; and (ii) for Acceptance Tests conducted by DeveloperSupplier, Customer shall have the University has the right to observe or participate in all or any part of such Acceptance Tests. [DeveloperSupplier is solely responsible for all costs and expenses related to Supplier’s performance of, participation in, and observation of Acceptance Testing shall be at Developer’s sole cost and expenseTesting.] (c) Upon delivery [and installation] installation of any Configuration or Modification to the Aggregate Software under any the Statement of Work, additional Acceptance Tests shall 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 shall be is subject to all procedural and other terms and conditions set forth in Section 5. [The scope of Integration Testing on any previously-Accepted Software Deliverable shall be limited to ensuring full operability8.1, integrationSection 8.3, and compatibility 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 DeliverableSection 8.4.] (d) [Customer The University may suspend Acceptance Tests and the corresponding Testing Period by written notice to Developer Supplier if Customer the University discovers a [material] material Non-Conformity in the tested Software Deliverable or part or feature thereofof the Software. In such event, Developer shall Supplier will immediately, and in any case within 1 daysten (10) Business Days, correct such Non-Conformity, whereupon the Acceptance Tests and Testing Period shall 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 delivery or, if Developer to verify that such Backhaul is responsible for installation, installation of each Software Deliverable, Acceptance Tests shall be conducted as operating in accordance with the Technical Specifications set forth in Exhibit B and that such Wavelength(s) are operating in accordance with the Technical Specifications set forth in Exhibit C. Seller shall provide Purchaser with five (5) Business Days’ prior written notice (which notice may be sent by facsimile or e-mail in this Section 5.4 to ensure case only) of the Software Deliverable, including all Software date and Documentation, conforms time of each applicable test. 4.2.2 After the successful conclusion of the Acceptance Testing conducted by Seller with respect to the requirements of this AgreementBackhaul or Wavelength(s), including Seller shall provide Purchaser with an electronic notice that the Backhaul or the applicable Specifications and, in the case of the Software, the Documentation. (b) All Acceptance Tests 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 following delivery or installationWavelength(s), as applicable, is available for use (“Turn Up Acknowledgement” or “TUA”). 4.2.3 After receipt by Purchaser from Seller of such Software Deliverablethe TUA, and be conducted diligently for up Purchaser shall have five (5) Business Days to [thirty conduct its own Acceptance Testing to verify that it is operating in accordance with the applicable Testing Specifications (30)] days[, or such other period as may be set forth in the relevant Statement of Work] (”“Testing Period”). Acceptance Tests If Purchaser determines that such test results show that the 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 be conducted by correct the party responsible therefor non-compliance as set forth in Section 3.1.3 below. 4.2.4 In the applicable Statement of Work or, if event Purchaser notifies Seller within the Statement of Work does not specify, [Customer/Developer], provided that: (i) for Acceptance Tests conducted by Customer, if requested by Customer, Developer shall make suitable Developer Personnel available to observe or participate in such Acceptance Tests; and (ii) for Acceptance Tests conducted by Developer, Customer shall have the right to observe or participate in all or any part of such Acceptance Tests. [Developer’s performance of, participation in, and observation of Acceptance Testing shall be at Developer’s sole cost and expense.] (c) Upon delivery [and installation] of the Aggregate Software under any Statement of Work, additional Acceptance Tests 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 shall be subject to all procedural and other terms and conditions time periods set forth in Section 5. [The scope 4.2.2 that the Backhaul or Wavelength(s), or any portion thereof is not operating within the parameters of Integration the applicable Testing on any previously-Accepted Software Deliverable Specifications, Seller shall expeditiously take such action as shall be limited necessary with respect to ensuring full operabilitysuch portion of the Backhaul or Wavelength(s) to bring the operating standards of such portion of the Backhaul or Wavelength(s) into compliance, integrationafter which such portion of the Backhaul or Wavelength(s) shall be re-tested in accordance with the provisions of this Section 4. After taking such actions and re-testing, Seller shall provide Purchaser with a re-tested TUA and compatibility Purchaser shall again have all rights provided in this Section 4. 4.2.5 The cycle described above of testing, taking corrective action and Customer re-testing shall take place a maximum of two (2) 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 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 right Backhaul or Wavelength(s) and reimburse Seller for the actual cost of the independent engineer and the 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 condition its acceptance thereof on Developer’s correction 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 nonconformity that could of Seller’ Acceptance Testing or its own Acceptance Testing within the time periods specified in Section 4.2.3, Purchaser shall be deemed to have been, but was not, identified by Customer during initial testing accepted the Backhaul or Wavelength(s) as of the first day following the end of such Software Deliverableperiod. The date on which Purchaser issues its notice accepting the Backhaul or Wavelength(s), or 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 accordance with Rule 406.] (d) [Customer may suspend Acceptance Tests and the corresponding Testing Period by written notice to Developer if Customer discovers a [material] Non-Conformity in the tested Software Deliverable or part or feature thereof. In such event, Developer shall immediately, and in any case within 1 days, correct such Non-Conformity, whereupon the Acceptance Tests and Testing Period shall resume for the balance of Testing Period.]

Acceptance Testing. (a) Upon delivery or, if Developer is responsible for installation, installation of each Software Deliverable, Acceptance Tests All Deliverables and Work Product shall be conducted as 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 Work. Vendor and the Board shall at all times utilize complete and thorough acceptance testing procedures, and appropriate acceptance criteria, all of which shall be 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 5.4 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 AgreementARTICLE 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 the case of the Softwarethis Agreement or in any Schedules, the Documentation. (b) All Acceptance Tests shall take place at the designated Site(s) in the Operating Environment described in the Statement Exhibits, or Statements of Work for the Software Deliverableincorporated herein, commence on the business day following delivery without further qualification or installationclarification, shall be deemed to refer, as applicable, to either: (a) the Board’s “Pre-live Acceptance” of Software Components, in accordance with Section 13.1; (b) 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 Upon the Board’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 DeliverableComponent 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 applicable test procedures and be conducted diligently for up to [thirty (30)] days[standards set forth or referenced in this Agreement and the applicable Statement of Work, 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 relevant applicable Statement of Work] 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 Criteria, the Board shall be conducted by deliver to Vendor, within seven (7) calendar days after the party responsible therefor 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 orWork, if 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 does not specifyafter the Go Live Date (“Live Testing“), [Customer/Developer], provided and has reasonably determined that: (i) for Acceptance Tests conducted by Customer, if requested by Customer, Developer shall make suitable Developer 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 Developerthis Agreement to have been completed by such time or occurrence, Customer have been completed, then the Board shall have notify Vendor in writing that the right to observe Board has issued its “Post-live Acceptance“ of such portions of the System. In no event shall any other action or participate in all inaction by the Board (including, but not limited to, the Board’s use of the System, or any part portion thereof, in such a live, operational environment) constitute issuance by the Board of such its Post-live Acceptance Tests. [Developer’s performance of, participation in, and observation of Acceptance Testing shall be at Developer’s sole cost and expense.] (c) Upon delivery [and installation] of the Aggregate Software under System or any Statement portion thereof. Notwithstanding anything to the contrary elsewhere in the Agreement, in no event shall the Board’s issuance of Work, additional its Post-live Acceptance Tests 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 shall System or any portion thereof be subject to all procedural and other terms and conditions set forth in Section 5. [The scope of Integration Testing on any previously-Accepted Software Deliverable shall be limited to ensuring full operability, integration, and compatibility and Customer shall not have the right to condition its acceptance thereof on Developer’s correction deemed a waiver of any nonconformity that could have beenright or remedy available to the Board under this Agreement, but was notat law, identified by Customer during initial testing of such Software Deliverable.] (d) [Customer may suspend Acceptance Tests and the corresponding Testing Period by written notice or in equity with regard to Developer if Customer discovers a [material] Non-Conformity in the tested Software Deliverable or part or feature thereof. In such event, Developer shall immediately, and any defect in any case within 1 days, correct such NonSoftware Component or Deliverable not discovered by the Board during Pre-Conformity, whereupon the Acceptance Tests and live Testing Period shall resume for the balance of Testing Periodor Live Testing.]

Acceptance Testing. (a) Upon delivery or, if Developer is responsible for installation, installation of each Software Deliverable, Acceptance Tests shall will be conducted as set forth in this Section 5.4 9.1 to ensure the Software Deliverable, including all Software and Documentation, conforms to the requirements of this AgreementContract, including the applicable Specifications and, in the case of the Software, the Documentation. (b) . All Acceptance Tests shall 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 Business Day following delivery or installation, as applicable, installation of such Software Deliverable, Deliverable and be conducted diligently for up to [thirty (30)] days[) Business Days, or such other period as may be set forth in the relevant Statement of Work] Work (”the “Testing Period”). Acceptance Tests shall will 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, [Customer/Developer]the State, provided that: (i) : for Acceptance Tests conducted by Customerthe State, if requested by Customerthe State, Developer shall Contractor will make suitable Developer Contractor Personnel available to observe or participate in such Acceptance Tests; and (ii) and for Acceptance Tests conducted by DeveloperContractor, Customer shall have the State has the right to observe or participate in all or any part of such Acceptance Tests. [DeveloperContractor is solely responsible for all costs and expenses related to Contractor’s performance of, participation in, and observation of Acceptance Testing shall be at Developer’s sole cost and expense.] (c) Testing. Upon delivery [and installation] installation of the Aggregate Software under any the Statement of Work, additional Acceptance Tests shall 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 shall be is subject to all procedural and other terms and conditions set forth in Section 5. [The scope of Integration Testing on any previously-Accepted Software Deliverable shall be limited to ensuring full operability9.1, integrationSection 9.3, and compatibility 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) [Customer Section 9.4. The State may suspend Acceptance Tests and the corresponding Testing Period by written notice to Developer Contractor if Customer the State discovers a [material] material Non-Conformity in the tested Software Deliverable or part or feature thereofof such Software Deliverable. In such event, Developer shall Contractor will immediately, and in any case within 1 daysten (10) Business Days, correct such Non-Conformity, whereupon the Acceptance Tests and Testing Period shall will resume for the balance of the Testing Period.]

Acceptance Testing. (a) Upon delivery or, if Developer is responsible for installation, installation of each Software Deliverable, Acceptance Tests shall be conducted Except as set forth in this Section 5.4 to ensure the Software Deliverable, including all Software and Documentation, conforms to the requirements of this Agreement, including the applicable Specifications and, in the case of the Software, the Documentation. (b) All Acceptance Tests 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 following delivery or installation, as applicable, of such Software Deliverable, and be conducted diligently for up to [thirty (30)] days[, or such other period as may be otherwise expressly set forth in the relevant Statement Transaction Agreement, upon completion of Work] installation, Supplier and Customer shall perform Acceptance Testing of all Licensed Software in the following three (”3) phases. The Acceptance Testing Period”)requirements of this Section 9.3 also apply to substitute, replacement and conversion Products that are acquired by Customer after the Licensed Software has passed earlier Acceptance Testing. (A) 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 applicable Specifications. In the event the Supplier is unable to, or does not, so certify to Customer within thirty (30) calendar days from the Installation Date, the System and any applicable Module will be deemed not to have successfully completed this phase of the Acceptance Tests shall be conducted 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 therefor Supplier necessary for the Licensed Software to function as set forth specified in the applicable Statement of Work orthis Software Licensing Agreement, if the Statement of Work does not specify, [Customer/Developer], 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 Customer, if requested by Customer, Developer shall make suitable Developer Personnel available to observe or participate in such (this Phase Two will be the 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 Developera 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 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. [Developer’s performance of, participation in, and observation of Acceptance Testing shall be at Developer’s sole cost and expenseTesting.] (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 any Statement of Work, additional Acceptance Tests shall be performed on meet the Aggregate Software as a whole to ensure full operability, integration, and compatibility among all elements of the Aggregate Software (”Integration Testing”). Integration Testing shall be subject to all procedural and other terms and conditions set forth in Section 5. [The scope of Integration Testing on any previously-Accepted Software Deliverable shall be limited to ensuring full operability, integration, and compatibility 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 DeliverableEffectiveness Level.] (d) [Customer may suspend Acceptance Tests and the corresponding Testing Period by written notice to Developer if Customer discovers a [material] Non-Conformity in the tested Software Deliverable or part or feature thereof. In such event, Developer shall immediately, and in any case within 1 days, correct such Non-Conformity, whereupon the Acceptance Tests and Testing Period shall resume for the balance of Testing Period.]