Common use of Acceptance Testing Clause in Contracts

Acceptance Testing. With respect to any Application Programs developed and provided by DEVNET to the County under this Agreement (“Software Components”), the County shall be entitled, during the first ninety (90) calendar days after the date on which DEVNET delivers such Software Components to the County (such period, the “Acceptance Period”), perform whatever acceptance testing on the Software Components that the County may wish to perform to confirm that the Software Components conform in all material respects to the Acceptance Testing Criteria set forth in the Scope of Work mutually agreed upon by the Parties pursuant to Section 2.1 (i.e., to confirm that the Software Components provide and conform in all material respects to the applicable functionality specified and described in the Scope of Work). If, during the Acceptance Period, the Software Components conform in all material respects to such Acceptance Testing Criteria, the County shall notify DEVNET in writing of its “Acceptance” of such Software Components by no later than five (5) business days after the expiration of the Acceptance Period. If, during the Acceptance Period, the Software Components do not conform in all material respects to such Acceptance Testing Criteria, the County shall notify DEVNET of the deficiencies in writing by no later than five (5) business days after the expiration of the Acceptance Period. If the County fails to notify DEVNET in writing of any failures of the Software Components to conform in all material respects to such Acceptance Testing Criteria by the end of such five (5) business day period after any given Acceptance Period, then the County shall be deemed to have issued its “Acceptance” of such Software Components as of the expiration of the applicable Acceptance Period. Within fifteen (15) calendar days after the date of receiving any notice of any failures of the Software Components to conform in all material respects to the mutually agreed upon Acceptance Testing Criteria (or such longer period of time as mutually agreed upon and as may reasonably be required to cure such failures), DEVNET, at its sole expense, shall (except as expressly provided below in this Section) promptly modify, repair, adjust, or replace the Software Components to cure such failures so that the Software Components conform in all material respects to such Acceptance Testing Criteria, promptly providing the County with written notice and revised copies of the applicable Software Components when such modifications, repairs, adjustments, or replacements have been completed. The County may then perform such additional acceptance testing as it may deem appropriate, during an additional Acceptance Period that shall commence upon receipt of such a written notice, and revised copies of the applicable Software Components, by the County from DEVNET, to confirm that the applicable failures of the Software Components to conform in all material respects to the Acceptance Testing Criteria have been cured, and with the notification process described above being repeated. This additional Acceptance Period shall have a duration equal to that of the initial Acceptance Period, unless the County issues its “Acceptance” of the applicable Software Components earlier in writing. If the Software Components, at the end of the additional Acceptance Period, still fail to conform in all material respects to the mutually agreed upon Acceptance Testing Criteria, then the County may: (i) reject such Software Components and, in the event of any such rejection, the County’s license to such Software Components, shall be terminated and the County’s use of such Software Components shall immediately cease. In such a case, upon written mutual agreement of both parties, the agreement may be terminated should the rejected Software Components constituted a material portion of the Application Programs was to be provided to the County hereunder); or (ii) if DEVNET agrees in writing, cause the procedure set forth above in this paragraph to be repeated an additional time. If, with respect to any given Acceptance Period, the Software Components conform to the Acceptance Testing Criteria in all material respects, the County shall not unreasonably withhold issuance of its Acceptance with regard to such Software Components.

Acceptance Testing. 14.1 On completion of Installation of Equipment furnished and installed by Seller, Seller shall provide Buyer five (5) days prior written notification that such Equipment is ready for Commissioning. Following such notification, Buyer agrees to have a representative present to witness and acknowledge completion of such testing. Seller or Seller's subcontractor, as applicable, shall test the Equipment in accordance with its standard testing procedures to determine Equipment conformity with the standards and specifications (hereinafter "Commissioning Criteria") of the applicable Seller installation manuals, as may be amended from time to time. 14.2 On the date that such Commissioning has been successfully completed, Seller shall turn the Equipment over to Buyer ("Turnover"). On the date of Turnover, Buyer shall complete and return to Seller the "Turnover Notice" as described in Annex 3. 14.3 For purposes of this Agreement, the occurrence of any of the following shall be deemed to constitute "Acceptance" of the Equipment: 14.3.1 Within ten (10) days following the date of Turnover, Buyer shall either accept the Equipment in writing as provided in Annex 3, "Acceptance Notice," or notify Seller in writing specifying in reasonable detail those particulars in which the Equipment does not meet the Commissioning Criteria. With respect to any Application Programs developed such particulars, Seller shall promptly proceed to take corrective action, and provided by DEVNET following correction, Buyer shall accept the Equipment in writing. 14.3.2 The failure of Buyer to the County under this Agreement notify Seller within ten (“Software Components”), the County shall be entitled, during the first ninety (9010) calendar days after the date on which DEVNET delivers such Software Components to the County Turnover (such periodor, the “Acceptance Period”), perform whatever acceptance testing on the Software Components that the County may wish to perform to confirm that the Software Components conform in all material respects to the Acceptance Testing Criteria set forth in the Scope case of Work mutually agreed upon by correction, ten [10] days following such correction) of any particulars in which the Parties pursuant to Section 2.1 (i.e., to confirm that Equipment does not meet the Software Components provide and conform in all material respects to the applicable functionality specified and described in the Scope of Work). If, during the Acceptance Period, the Software Components conform in all material respects to such Acceptance Testing Commissioning Criteria, or the County shall notify DEVNET in writing of its “Acceptance” of such Software Components use by no later than five (5) business days after the expiration Buyer of the Acceptance Period. IfEquipment or any portion thereof in revenue-producing service at any time, during the Acceptance Period, the Software Components do not conform in all material respects to such Acceptance Testing Criteria, the County shall notify DEVNET of the deficiencies in writing by no later than five (5) business days after the expiration of the Acceptance Period. If the County fails to notify DEVNET in writing of any failures of the Software Components to conform in all material respects to such Acceptance Testing Criteria by the end of such five (5) business day period after any given Acceptance Period, then the County shall be deemed to have issued its “Acceptance” Acceptance of such Software Components as of the expiration of the applicable Acceptance Period. Within fifteen (15) calendar days after the date of receiving any notice of any failures of the Software Components to conform in all material respects to the mutually agreed upon Acceptance Testing Criteria (or such longer period of time as mutually agreed upon and as may reasonably be required to cure such failures), DEVNET, at its sole expense, shall (except as expressly provided below in this Section) promptly modify, repair, adjust, or replace the Software Components to cure such failures so that the Software Components conform in all material respects to such Acceptance Testing Criteria, promptly providing the County with written notice and revised copies of the applicable Software Components when such modifications, repairs, adjustments, or replacements have been completed. The County may then perform such additional acceptance testing as it may deem appropriate, during an additional Acceptance Period that shall commence upon receipt of such a written notice, and revised copies of the applicable Software Components, by the County from DEVNET, to confirm that the applicable failures of the Software Components to conform in all material respects to the Acceptance Testing Criteria have been cured, and with the notification process described above being repeated. This additional Acceptance Period shall have a duration equal to that of the initial Acceptance Period, unless the County issues its “Acceptance” of the applicable Software Components earlier in writing. If the Software Components, at the end of the additional Acceptance Period, still fail to conform in all material respects to the mutually agreed upon Acceptance Testing Criteria, then the County may: (i) reject such Software Components and, in the event of any such rejection, the County’s license to such Software Components, shall be terminated and the County’s use of such Software Components shall immediately cease. In such a case, upon written mutual agreement of both parties, the agreement may be terminated should the rejected Software Components constituted a material portion of the Application Programs was to be provided to the County hereunder); or (ii) if DEVNET agrees in writing, cause the procedure set forth above in this paragraph to be repeated an additional time. If, with respect to any given Acceptance Period, the Software Components conform to the Acceptance Testing Criteria in all material respects, the County shall not unreasonably withhold issuance of its Acceptance with regard to such Software ComponentsEquipment.

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

Acceptance Testing. With respect to any Application Programs developed and provided The initial Product furnished by DEVNET to the County under this Agreement (“Software Components”), the County Licensor shall be entitledsubject to Acceptance Testing as follows: 6.1. At least thirty (30) days prior to installation of the Product, during but no later than thirty (30) days following execution of this Agreement, Lilly shall provide Licensor with its plan to conduct Acceptance Testing. Licensor shall then install the first ninety Software on one server at Lilly's headquarters in Indianapolis. Following delivery and installation of the Product, Licensor shall certify in writing to Lilly that the Product is ready for Acceptance Testing. With Licensor's assistance, Lilly shall, within thirty (9030) calendar days after receipt of such certification, operate the date on which DEVNET delivers such Software Components Product to determine in Lilly's sole estimation, whether: (i) the County (such periodProduct meets the Specifications, performs the “Acceptance Period”)functions, perform whatever acceptance testing on and does not exceed the Software Components that the County may wish facilities usage or run time limits and standards provided by Lilly to perform to confirm that the Software Components conform in all material respects to the Acceptance Testing Criteria Licensor or set forth in Licensor's Specifications for the Scope Product; and (ii) the Product is capable of Work mutually agreed upon by running on a repetitive basis on a variety of Lilly's actual data, without failure. 6.2. If the Parties pursuant to Section 2.1 (i.e.Product successfully meets these Acceptance Tests, to confirm that the Software Components provide and conform in all material respects to the applicable functionality specified and described in the Scope of Work). If, during the Acceptance Period, the Software Components conform in all material respects to such Acceptance Testing Criteria, the County Lilly shall so notify DEVNET Licensor in writing of its “Acceptance” of such Software Components by no later than within five (5) business days after the expiration of completion of the Acceptance Period. If, during Tests and the Acceptance Period, the Software Components do not conform in all material respects to such Acceptance Testing Criteria, the County shall notify DEVNET of the deficiencies in writing by no later than five (5) business days after the expiration of the Acceptance Period. If the County fails to notify DEVNET in writing of any failures of the Software Components to conform in all material respects to such Acceptance Testing Criteria by the end of such five (5) business day period after any given Acceptance Period, then the County Product shall be deemed to have issued its “Acceptance” be accepted. In such case, the Acceptance Date shall be the date that the software satisfactorily completes all of the tests specified above. Eli Lilly and Company Software License Agreement - December, 2000 Edi▇▇▇n ▇.▇ 6.3. If the Product fails to meet any or all of the specified Acceptance Tests, Lilly shall notify Licensor of such Software Components as failure in writing within ten (10) business days of completion of the expiration of Acceptance Tests and Licensor shall have thirty (30) calendar days in which to correct, modify, or improve the applicable Product to cause it to meet each such Acceptance PeriodTest. Within Thereafter, Lilly shall have fifteen (15) additional calendar days in which to re-conduct all of the Acceptance Tests specified above. This process shall be repeated as may be necessary until the Product is deemed to be accepted hereunder; provided, however, that if the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the date Product is ready for Acceptance Testing. Lilly shall have the right and option to cancel this Agreement and request the removal of receiving any notice the Product failing to meet the acceptance criteria, in addition to the remedies available in Section 6.5. If Lilly fails to notify Licensor of any failures of failure within the Software Components thirty (30) day acceptance period, the Product shall be deemed accepted. Provided that Licensor exercises its best efforts to conform in all material respects to the mutually agreed upon Acceptance Testing Criteria (or such longer period of time as mutually agreed upon and as may reasonably be required to cure such failures)correct, DEVNET, at its sole expense, shall (except as expressly provided below in this Section) promptly modify, repair, adjust, or replace improve the Software Components Product to cure such failures so cause it to meet the Acceptance Test and the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Software Components conform in all material respects to such Product is ready for Acceptance Testing CriteriaTesting, promptly providing the County with written notice and revised copies of the applicable Software Components when such modifications, repairs, adjustments, or replacements have been completed. The County may then perform such additional acceptance testing as it may deem appropriate, during an additional Acceptance Period that shall commence upon receipt of such a written notice, and revised copies of the applicable Software Components, by the County from DEVNET, to confirm that the applicable failures of the Software Components to conform in all material respects to the Acceptance Testing Criteria have been cured, and with the notification process described above being repeated. This additional Acceptance Period Licensor shall have a duration equal the option to cancel this Agreement if Lilly does not accept the Product upon thirty (30) days notice that of Licensor is exercising its option to cancel the initial Acceptance Period, unless the County issues its “Acceptance” of the applicable Software Components earlier in writing. If the Software Components, at the end of the additional Acceptance Period, still fail to conform in all material respects to the mutually agreed upon Acceptance Testing Criteria, then the County may: (i) reject such Software Components and, in the event of any such rejection, the County’s license to such Software Components, shall be terminated and the County’s use of such Software Components shall immediately cease. In such a case, upon written mutual agreement of both parties, the agreement may be terminated should the rejected Software Components constituted a material portion of the Application Programs was to be provided to the County hereunder); or (ii) if DEVNET agrees in writing, cause the procedure set forth above in Agreement under this paragraph to be repeated an additional time. If, with respect to any given Acceptance Period, the Software Components conform to the Acceptance Testing Criteria in all material respects, the County shall not unreasonably withhold issuance of its Acceptance with regard to such Software Componentsprovision.

Acceptance Testing. With respect Tumbleweed shall notify UPS in writing when Tumbleweed has completed the final version of the Software associated with any Phase of the Project such that it is ready for acceptance testing by UPS. UPS shall then promptly conduct the acceptance tests provided for in the Detailed Design Specifications (the "Acceptance Tests") to any Application Programs developed determine whether or not the Software, Documentation and other deliverables to be provided by DEVNET pursuant to such Phase materially conform to the County under this Agreement Detailed Design Specifications (“Software Components”the "Acceptance Standard"). The Acceptance Tests shall be conducted over a period not to exceed thirty-five (35) days (the "Acceptance Test Period"), the County shall be entitled, during the first ninety (90) calendar days after the date on which DEVNET delivers such Software Components and may consist both of testing by UPS in a test environment and beta testing by allowing a limited number of customers to the County (such period, the “Acceptance Period”), perform whatever acceptance testing on process Transactions using the Software Components in a product environment. In the event that the County may wish to perform to confirm that the Software Components applicable Software, Documentation and other deliverables materially conform in all material respects to the Acceptance Testing Criteria set forth Standard, UPS shall notify Tumbleweed in the Scope of Work mutually agreed upon by the Parties pursuant to Section 2.1 (i.e., to confirm writing that the Software Components provide and conform in all material respects to the applicable functionality specified and described in the Scope of Work). If, during same have passed the Acceptance Period, Tests. In the Software Components conform in all material respects to such Acceptance Testing Criteria, the County shall notify DEVNET in writing event that UPS does not provide notice of its “Acceptance” rejection of such Software Components by no later than five (5) business days after the expiration any Phase of the Acceptance Period. If, during the Acceptance Period, the Software Components do not conform in all material respects to such Acceptance Testing Criteria, the County shall notify DEVNET of the deficiencies in writing by no later than five (5) business days after the expiration of the Acceptance Period. If the County fails to notify DEVNET in writing of any failures of the Software Components to conform in all material respects to such Acceptance Testing Criteria Project by the end of the Acceptance Test Period for such five (5) business day period after Phase, such Phase shall be deemed accepted. In the event that the Acceptance Tests reveal that the applicable Software, Documentation and other deliverables, or any given portion thereof, to be provided pursuant to any Phase do not materially conform to the Acceptance PeriodStandard, then UPS shall so notify Tumbleweed in writing specifying the County nature of such failure, and Tumbleweed shall have [ * ] to correct such failure after which UPS shall have [ * ] to repeat the Acceptance Tests according to the above process; provided, however that UPS will use reasonable efforts to notify Tumbleweed as promptly as possible during the initial Acceptance Test Period when and as such failures are identified. If the Software, Documentation and other deliverables again fail to pass the Acceptance Tests, UPS's sole and exclusive remedy shall be to elect one of the following options in its sole discretion: (i) the parties may mutually agree that Tumbleweed shall have an additional [ * ] to correct the failure, in which case the above process (including, without limitation, these remedies) shall be repeated; (ii) UPS may accept the applicable Software, Documentation and other deliverables despite the nonconformities; (iii) the Acceptance Tests associated with either Phase I or Phase II of this Agreement, UPS may terminate the Agreement, whereupon UPS, at its sole option, may elect one (1) of the following remedies: (X) Tumbleweed will [ * ] which amount is agreed by the parties to be the deemed --------------- [*]Confidential treatment has been requested with respect to certain information contained in this document. Confidential portions have been omitted from the public filing and have been filed separately with the Securities and Exchange Commission. UPS/Tumbleweed Confidential 13 December 18, 1997 amount of damages suffered by UPS as a result of such failure and not a penalty, in which event all licenses granted hereunder shall terminate, Section 15 shall terminate, and the provisions of Section 16(c) shall apply, or (Y) Section 15 shall continue to apply, in which event all licenses granted hereunder shall terminate and the provisions of Section 16(c) shall apply, but Tumbleweed shall not be obligated to pay to UPS the aforementioned [ * ] or (iv) for Acceptance Tests associated with Phases beyond Phase II of this Agreement, UPS may terminate such Phase(s), whereupon Tumbleweed will promptly refund to UPS all amounts paid to Tumbleweed in connection with such Phase(s). Notwithstanding anything to the contrary herein, acceptance of Phase II shall be deemed to have issued its “Acceptance” of such occurred when UPS begins using the Software Components as associated with Phase II of the expiration Project to support revenue generating customers of the applicable Messaging Service. Such date shall be defined as the "Commercial Availability Date." In the event that Tumbleweed fails to deliver the Software, Documentation and other deliverables associated with Phase I or Phase II of this Agreement by the final delivery date set forth in the Implementation Schedule set forth in Exhibit D hereto, or in the event UPS elects option (i) above with respect to Acceptance Period. Within fifteen Tests associated with either Phase I or Phase II of this Agreement, then as UPS's sole and exclusive remedy for any delay in passing the Acceptance Tests associated with Phase I and Phase II of this Agreement on or before the scheduled acceptance milestone date therefor (15) calendar days after as specified in the date of receiving any notice of any failures Implementation Schedule), UPS may elect one of the Software Components to conform following options in all material respects to the mutually agreed upon Acceptance Testing Criteria its sole discretion: (or such longer period of time as mutually agreed upon and as x) UPS may reasonably be required to cure such failures)terminate this Agreement, DEVNETwhereupon UPS, at its sole expenseoption, may elect one (1) of the following remedies: (A) Tumbleweed [ * ], which amount is agreed by the parties to be the deemed amount of damages suffered by UPS as a result of such failure and not a penalty, in which event all licenses granted hereunder shall (except as expressly provided below in this Sectionterminate, Section 15 shall terminate, and the provisions of Section 16(c) promptly modify, repair, adjustshall apply, or replace (B) Section 15 shall continue to apply, in which event all licenses granted hereunder shall terminate and the Software Components provisions of Section 16(c) shall apply, but Tumbleweed shall not be obligated to cure such failures so pay to UPS the aforementioned [ * ]; or (y) the parties may mutually agree that Tumbleweed shall continue performing, in which event UPS will be entitled to deduct from the amounts otherwise payable hereunder, as damages for any delay of up to thirty (30) days ("Delay Damages"), [ * ] for each calendar day that the Software Components conform Software, Documentation and other deliverables associated with Phase I or Phase II of this Agreement fail to pass the Acceptance Tests beyond the scheduled milestone date therefor (as specified in all material respects to such Acceptance Testing Criteria, promptly providing the County with written notice and revised copies of the applicable Software Components when such modifications, repairs, adjustments, or replacements have been completedImplementation Schedule). The County may then perform such additional acceptance testing as it may deem appropriate, during an additional Acceptance Period that shall commence upon receipt of such a written notice, and revised copies of the applicable Software Components, foregoing Delay Damages are agreed by the County from DEVNET, parties to confirm that be the applicable failures deemed amount of the Software Components to conform in all material respects to the Acceptance Testing Criteria have been cured, and with the notification process described above being repeated. This additional Acceptance Period shall have damages suffered by UPS as a duration equal to that of the initial Acceptance Period, unless the County issues its “Acceptance” of the applicable Software Components earlier in writing. If the Software Components, at the end of the additional Acceptance Period, still fail to conform in all material respects to the mutually agreed upon Acceptance Testing Criteria, then the County may: (i) reject such Software Components and, in the event result of any such rejection, the County’s license delay of up to such Software Components, shall be terminated thirty (30) days and the County’s use of such Software Components shall immediately ceasenot a penalty. In such a case, upon written mutual agreement of both parties, the agreement may be terminated should the rejected Software Components constituted a material portion Any failure of the Application Programs was to be provided to the County hereunder); or (ii) if DEVNET agrees in writingSoftware, cause the procedure set forth above in this paragraph to be repeated an additional time. If, Documentation and other deliverables --------------- [*]Confidential treatment has been requested with respect to any given Acceptance Periodcertain information contained in this document. Confidential portions have been omitted from the public filing and have been filed separately with the Securities and Exchange Commission. UPS/Tumbleweed Confidential 14 December 18, the Software Components conform 1997 associated with Phase I or Phase II of this Agreement to pass the Acceptance Testing Criteria Tests within thirty (30) days of the scheduled acceptance milestone date therefor (as specified in all material respectsthe Implementation Schedule, the County as such dates may be extended pursuant to Section 2(j)) shall not unreasonably withhold issuance of its Acceptance with regard to such Software Componentsconstitute non-delivery by Tumbleweed.

Acceptance Testing. With respect to any Application Programs developed and provided by DEVNET to the County under this Agreement (“4.1 All Licensed Software Components”), the County shall be entitledtested in accordance with the terms of this Clause 4 to determine whether it is fully operate, during meets all applicable specifications and will function in accordance with the first ninety Documentation when properly installed and used for its intended purpose on the Licensee’s Systems (90) calendar days after the date on which DEVNET delivers such Software Components to the County (such period, the “Acceptance Tests”). 4.2 Upon the delivery of the Licensed Software, the Licensee shall conduct all Acceptance Tests to determine whether, and the extent to which: (a) the Licensed Software conforms to the requirements of this Agreement, including the full operability, integration, interoperability and compatibility of the Licensed Software with the components and functions of the Licensee’s Systems in accordance with the Documentation; and (b) the Documentation effectively supports the Licensed Software, is complete and free of any deficiencies. 4.3 All Acceptance Tests shall: (a) begin with a commercially reasonable time following delivery of the Licensed Software; and (b) be conducted by the Licensee for up to one-hundred and eighty (180) days from the date of the Licensee’s receipt of the Licensed Software (the “Testing Period”), perform whatever acceptance testing on . 4.4 The Licensee may suspend the Software Components that Acceptance Tests and the County may wish to perform to confirm that the Software Components conform in all material respects corresponding Test Period by written notice to the Licensor if the Licensee discovers a Nonconformity in the tested Licensed Software or part or feature thereof. In such event, the Licensor shall immediately, and in any case within ten (10) Business Days, correct such Nonconformity, whereupon the Acceptance Tests and Testing Criteria Period shall resume for the balance of the Testing Period. 4.5 Within ten (10) Business Days following the completion of any Acceptance Tests, the Licensee shall prepare and provide to the other party written notice of the completion of the tests. Such notice shall include a report describing in reasonable detail the tests conducted and the results thereof, including any uncorrected Nonconformity in the tested Licensed Software (a “Nonconformance Notice”). If such notice identifies any Nonconformities, the parties’ rights, remedies and obligations will be as set forth in the Scope of Work mutually agreed upon Clauses 4.6 and 4.7. If such notice provided by the Parties Licensee identifies no Nonconformities, such notice shall constitute the Licensee’s Acceptance of the tested Licensed Software. 4.6 If the Acceptance Tests identify any Nonconformities, the Licensor, at the Licensor’s sole cost and expense, shall remedy all such Nonconformities and redeliver the Licensed Software, in accordance with the applicable requirements of this Agreement and the Documentation as promptly as commercially possible and, in any case, within ten (10) days following its receipt of the Licensee’s Nonconformance Notice. 4.7 If Acceptance Tests identify any Nonconformity in any Licensed Software after a second or subsequent delivery thereof, or the Licensor fails to redeliver any Licensed Software on a timely basis, the Licensee may, in its sole discretion, by written notice to the Licensor: (a) continue the process set forth in this Clause 4; or (b) accept the nonconforming Licensed Software, in which case the Consideration shall be reduced equitably to reflect the value of the Licensed Software as received relative to the value of the Licensed Software had it conformed to the requirements and specifications of this Agreement and the Documentation; or (c) deem the failure to be a non-curable material breach of this Agreement and terminate this Agreement pursuant to Section 2.1 Clause 11.3. 4.8 Acceptance of the Licensed Software (i.e., to confirm that the Software Components provide and conform in all material respects to the applicable functionality specified and described in the Scope of Work). If, during the Acceptance Period, the Software Components conform in all material respects to such Acceptance Testing Criteria, the County shall notify DEVNET in writing of its “Acceptance” ”) shall occur, if at all, on the date that is the earlier of: (a) the Licensee’s delivery of a notice accepting such Licensed Software Components by no later than five pursuant to Clause 4.5; or (5b) business days ten (10) Business Days after the expiration of the Acceptance Period. If, during Testing Period if the Acceptance Period, Licensee has not notified the Software Components do not conform in all material respects to such Acceptance Testing Criteria, the County shall notify DEVNET Licensor of the deficiencies in writing by no later than five (5) business days after the expiration of the Acceptance Period. If the County fails to notify DEVNET in writing of any failures of the Software Components to conform in all material respects to such Acceptance Testing Criteria by the end of such five (5) business day period after any given Acceptance Period, then the County shall be deemed to have issued its “Acceptance” of such Software Components as of the expiration of the applicable Acceptance Period. Within fifteen (15) calendar days after the date of receiving any notice of any failures of the Software Components to conform in all material respects to the mutually agreed upon Acceptance Testing Criteria (one or such longer period of time as mutually agreed upon and as may reasonably be required to cure such failures), DEVNET, at its sole expense, shall (except as expressly provided below in this Section) promptly modify, repair, adjust, or replace the Software Components to cure such failures so that the Software Components conform in all material respects to such Acceptance Testing Criteria, promptly providing the County with written notice and revised copies of the applicable Software Components when such modifications, repairs, adjustments, or replacements have been completed. The County may then perform such additional acceptance testing as it may deem appropriate, during an additional Acceptance Period that shall commence upon receipt of such a written notice, and revised copies of the applicable Software Components, by the County from DEVNET, to confirm that the applicable failures of the Software Components to conform in all material respects to the Acceptance Testing Criteria have been cured, and with the notification process described above being repeated. This additional Acceptance Period shall have a duration equal to that of the initial Acceptance Period, unless the County issues its “Acceptance” of the applicable Software Components earlier in writing. If the Software Components, at the end of the additional Acceptance Period, still fail to conform in all material respects to the mutually agreed upon Acceptance Testing Criteria, then the County may: (i) reject such Software Components and, in the event of any such rejection, the County’s license to such Software Components, shall be terminated and the County’s use of such Software Components shall immediately cease. In such a case, upon written mutual agreement of both parties, the agreement may be terminated should the rejected Software Components constituted a material portion of the Application Programs was to be provided to the County hereunder); or (ii) if DEVNET agrees in writing, cause the procedure set forth above in this paragraph to be repeated an additional time. If, with respect to any given Acceptance Period, the Software Components conform to the Acceptance Testing Criteria in all material respects, the County shall not unreasonably withhold issuance of its Acceptance with regard to such Software Componentsmore Nonconformities prior thereto.

Acceptance Testing. With respect to any Application Programs developed and provided by DEVNET to the County under this Agreement (“Software Components”), the County shall be entitled, during the first ninety sixty (9060) calendar days after the date on which DEVNET delivers such Software Components to the County (such period, the “Acceptance Period”), perform whatever acceptance testing on the Software Components that the County may wish to perform to confirm that the Software Components conform in all material respects to the Acceptance Testing Criteria set forth in the Scope of Work mutually agreed upon by the Parties pursuant to Section 2.1 (i.e., to confirm that the Software Components provide and conform in all material respects to the applicable functionality specified and described in the Scope of Work). If, during the Acceptance Period, the Software Components conform in all material respects to such Acceptance Testing Criteria, the County shall notify DEVNET in writing of its “Acceptance” of such Software Components by no later than five (5) business days after the expiration of the Acceptance Period. If, during the Acceptance Period, the Software Components do not conform in all material respects to such Acceptance Testing Criteria, the County shall notify DEVNET of the deficiencies in writing by no later than five (5) business days after the expiration of the Acceptance Period. If the County fails to notify DEVNET in writing of any failures of the Software Components to conform in all material respects to such Acceptance Testing Criteria by the end of such five (5) business day period after any given Acceptance Period, then the County shall be deemed to have issued its “Acceptance” of such Software Components as of the expiration of the applicable Acceptance Period. Within fifteen (15) calendar days after the date of receiving any notice of any failures of the Software Components to conform in all material respects to the mutually agreed upon Acceptance Testing Criteria (or such longer period of time as mutually agreed upon and as may reasonably be required to cure such failures), DEVNET, at its sole expense, shall (except as expressly provided below in this Section) promptly modify, repair, adjust, or replace the Software Components to cure such failures so that the Software Components conform in all material respects to such Acceptance Testing Criteria, promptly providing the County with written notice and revised copies of the applicable Software Components when such modifications, repairs, adjustments, or replacements have been completed. The County may then perform such additional acceptance testing as it may deem appropriate, during an additional Acceptance Period that shall commence upon receipt of such a written notice, and revised copies of the applicable Software Components, by the County from DEVNET, to confirm that the applicable failures of the Software Components to conform in all material respects to the Acceptance Testing Criteria have been cured, and with the notification process described above being repeated. This additional Acceptance Period shall have a duration equal to that of the initial Acceptance Period, unless the County issues its “Acceptance” of the applicable Software Components earlier in writing. If the Software Components, at the end of the additional Acceptance Period, still fail to conform in all material respects to the mutually agreed upon Acceptance Testing Criteria, then the County may: (i) reject such Software Components and, in the event of any such rejection, the County’s license to such Software Components, shall be terminated and the County’s use of such Software Components shall immediately cease. In such a case, upon written mutual agreement of both parties, the agreement may be terminated should the rejected Software Components constituted a material portion of the Application Programs was to be provided to the County hereunder); or (ii) if DEVNET agrees in writing, cause the procedure set forth above in this paragraph to be repeated an additional time. If, with respect to any given Acceptance Period, the Software Components conform to the Acceptance Testing Criteria in all material respects, the County shall not unreasonably withhold issuance of its Acceptance with regard to such Software Components.

Acceptance Testing. With respect When Vendor notifies ▇▇▇▇▇▇ that a Service, Deliverable or Milestone (if the Statement of Work provides for Milestones) has been completed as provided under a Statement of Work, ▇▇▇▇▇▇ shall test or evaluate the Services, Deliverables and/or Milestones to any Application Programs developed and provided by DEVNET to the County under this Agreement (“Software Components”), the County shall be entitled, during the first ninety (90) calendar days after the date on which DEVNET delivers such Software Components to the County (such period, the “Acceptance Period”), perform whatever acceptance testing on the Software Components that the County may wish to perform to confirm that the Software Components conform determine whether they comply in all material respects to with the Acceptance Testing Criteria. Upon completion of ▇▇▇▇▇▇’▇ review and testing, ▇▇▇▇▇▇ shall notify Vendor whether it has accepted the applicable Services, Milestones and/or Deliverables (“Accept” or “Acceptance”), or whether it has identified discrepancies with the Acceptance Criteria set forth in the Scope of Work mutually (“Reject” or “Rejection”). If ▇▇▇▇▇▇ does not perform acceptance testing or provide a written Rejection following acceptance testing notice to Vendor within [*] business days (or such other time as may be agreed upon by the Parties pursuant in writing) of ▇▇▇▇▇▇’▇ receipt of such Service, Deliverable or Milestone, ▇▇▇▇▇▇ may not later Reject such item under this Section and any fees associated with Acceptance shall become due. Vendor shall implement the Services under the Statement of Work if either ▇▇▇▇▇▇ has not Rejected the Services, Milestones and/or Deliverables or if ▇▇▇▇▇▇ chooses not to Section 2.1 perform acceptance testing within [*] business days of original Vendor notification to ▇▇▇▇▇▇. If ▇▇▇▇▇▇ Rejects the Services, Milestones and/or Deliverables, ▇▇▇▇▇▇ shall provide a written list of items that must be corrected. On receipt of ▇▇▇▇▇▇’▇ notice, Vendor shall promptly commence, at no additional charge to ▇▇▇▇▇▇, all reasonable efforts to complete, as quickly as possible, such necessary corrections, repairs and modifications to the Services, Milestones and/or Deliverables as will permit them to be ready for retesting, but in no event shall such corrective measures exceed [*] days (i.e.or such other time as the Parties may agree upon in writing) from receipt of ▇▇▇▇▇▇’▇ notice. The testing and evaluation process shall resume, to confirm as set forth above, with ▇▇▇▇▇▇ having an additional [*] business day testing period. If ▇▇▇▇▇▇ Accepts the Services, Milestones and/or Deliverables, it shall issue a written “Acceptance Notice”. The date of such Acceptance Notice shall be deemed the “Acceptance Date.” If ▇▇▇▇▇▇ determines that the Software Components provide and conform Services, Milestones and/or Deliverables, as revised, still do not comply in all material respects to the applicable functionality specified and described in the Scope of Work). If, during with the Acceptance PeriodCriteria after one attempt by Vendor at correction, ▇▇▇▇▇▇ may either (a) afford Vendor the Software Components conform in all material respects opportunity to such Acceptance Testing Criteriarepeat the correction and modification process as set forth above at no additional cost or charge to ▇▇▇▇▇▇, or (b) depending on the County shall notify DEVNET in writing of its “Acceptance” of such Software Components by no later than five (5) business days after the expiration nature and extent of the Acceptance Period. Iffailure in ▇▇▇▇▇▇’▇ sole judgment, during terminate the Acceptance Period, the Software Components do not conform relevant Statement(s) of Work or this Agreement in all material respects accordance with Section 24 (Termination) as a non-curable default with respect to such Acceptance Testing Criteria, the County shall notify DEVNET of the deficiencies in writing by no later than five (5) business days after the expiration of the Acceptance Period. If the County fails to notify DEVNET in writing of any failures of the Software Components to conform in all material respects to such Acceptance Testing Criteria by the end of such five (5) business day period after any given Acceptance Period, then the County shall be deemed to have issued its “Acceptance” of such Software Components as of the expiration of the applicable Acceptance Period. Within fifteen (15) calendar days after the date of receiving any notice of any failures of the Software Components to conform in all material respects to the mutually agreed upon Acceptance Testing Criteria (or such longer period of time as mutually agreed upon and as may reasonably be required to cure such failures), DEVNET, at its sole expense, shall (except as expressly provided below in this Section) promptly modify, repair, adjust, or replace the Software Components to cure such failures so that the Software Components conform in all material respects to such Acceptance Testing Criteria, promptly providing the County with written notice and revised copies of the applicable Software Components when such modifications, repairs, adjustments, or replacements have been completed. The County may then perform such additional acceptance testing as it may deem appropriate, during an additional Acceptance Period that shall commence upon receipt of such a written notice, and revised copies of the applicable Software Components, by the County from DEVNET, to confirm that the applicable failures of the Software Components to conform in all material respects to the Acceptance Testing Criteria have been cured, and with the notification process described above being repeated. This additional Acceptance Period shall have a duration equal to that of the initial Acceptance Period, unless the County issues its “Acceptance” of the applicable Software Components earlier in writing. If the Software Components, at the end of the additional Acceptance Period, still fail to conform in all material respects to the mutually agreed upon Acceptance Testing Criteria, then the County may: (i) reject such Software Components and, in the event Statement(s) of any such rejection, the County’s license to such Software Components, shall be terminated and the County’s use of such Software Components shall immediately cease. In such a case, upon written mutual agreement of both parties, the agreement may be terminated should the rejected Software Components constituted a material portion of the Application Programs was to be provided Work relating to the County hereunderService(s); , Milestone(s) and/or Deliverables(s) that is (are) not performing or conforming as required herein, or (ii) this entire Agreement if DEVNET agrees in writingthe failure materially affects the function or desirability of the Services, cause the Milestones and/or Deliverables to ▇▇▇▇▇▇ as a whole. The foregoing procedure set forth above in this paragraph to shall be repeated an additional time. Ifuntil the Service and/or Deliverables pass the applicable Specifications, with respect or ▇▇▇▇▇▇ elects to any given Acceptance Period, terminate the Software Components conform to the Acceptance Testing Criteria in all material respects, the County shall not unreasonably withhold issuance Agreement and/or Statement(s) of its Acceptance with regard to such Software ComponentsWork as provided above.

Acceptance Testing. With respect GVI will test and evaluate the Technology (the “Alpha Test”) promptly after the delivery of the Development (as defined in the Option Agreement) to any Application Programs developed GVI (the “Delivery Date”). After finishing the Alpha Test, GVI may, at its option and provided by DEVNET upon notice to Omeon, conduct additional tests (the County under this Agreement (“Software ComponentsBeta Test”), for purposes of determining whether the County shall be entitled, during the first ninety (90) calendar days after the date on which DEVNET delivers such Software Components Development conforms to the County Specifications (such periodcollectively, the Alpha Test and Beta Test to be referred as the “Acceptance Tests”). The total period for the Acceptance Tests shall last no more that seventy five (75) days. In the event that such Acceptance Tests reveal any nonconformity of the Development with respect to the Specifications, GVI will promptly notify PNVR, and PNVR will immediately thereafter undertake to modify the Technology to correct any such nonconformity with respect to the Specifications, and will provide GVI with a corrective action plan within ten (10) days of receipt of GVI’s notice of nonconformity. The corrective action plan shall identify a reasonable time period (the “Corrective Period”)) for PNVR to complete the corrective measures and deliver the corrected Technology to GVI. PNVR will deliver and/or install any such corrected Technology, perform whatever acceptance testing on or configure or otherwise modify any applicable component of any such Technology, as applicable, and will further deliver to GVI any applicable modifications to any source code, documentation, technical reference and/or user manuals, in accordance with the Software Components that the County may wish to perform to confirm that the Software Components conform in all material respects delivery procedures, methods or other requirements otherwise applicable to the Acceptance Testing Criteria initial delivery set forth in Section 6. In the Scope event PNVR fails to correct any nonconformity of Work mutually agreed upon by the Parties PacketNVR Software with respect to the Specifications within the Correction Period, GVI will have the right to refuse to purchase the PacketNVR Software, pursuant to Section 2.1 (i.e.this Agreement. If and when such Acceptance Tests establish, to confirm in GVI’s reasonable determination, that the Software Components provide and conform in all material respects Technology conforms to the applicable functionality specified Specifications, GVI will so notify PNVR, and described in the Scope of Work). If, during date upon which GVI so notifies PNVR will be considered the Acceptance Period, the Software Components conform in all material respects to such Acceptance Testing Criteria, the County shall notify DEVNET in writing of its “Acceptance” date hereunder. The Parties agree, for the purposes of such Software Components by no later than five (5) business days after this Section 7, to act in good faith at all times and to exercise reasonable commercial efforts to notify the expiration other Party promptly in the case of any non-conformance, the implementation of any modification or corrective measure and/or Acceptance or non-Acceptance of the Acceptance Period. If, during the Acceptance Period, the Software Components do not conform in all material respects to such Acceptance Testing Criteria, the County shall notify DEVNET of the deficiencies in writing by no later than five (5) business days after the expiration of the Acceptance Period. If the County fails to notify DEVNET in writing of any failures of the Software Components to conform in all material respects to such Acceptance Testing Criteria by the end of such five (5) business day period after any given Acceptance Period, then the County shall be deemed to have issued its “Acceptance” of such Software Components as of the expiration of the applicable Acceptance Period. Within fifteen (15) calendar days after the date of receiving any notice of any failures of the Software Components to conform in all material respects to the mutually agreed upon Acceptance Testing Criteria (or such longer period of time as mutually agreed upon and as may reasonably be required to cure such failures), DEVNET, at its sole expense, shall (except as expressly provided below in this Section) promptly modify, repair, adjust, or replace the Software Components to cure such failures so that the Software Components conform in all material respects to such Acceptance Testing Criteria, promptly providing the County with written notice and revised copies of the applicable Software Components when such modifications, repairs, adjustments, or replacements have been completed. The County may then perform such additional acceptance testing as it may deem appropriate, during an additional Acceptance Period that shall commence upon receipt of such a written notice, and revised copies of the applicable Software Components, by the County from DEVNET, to confirm that the applicable failures of the Software Components to conform in all material respects to the Acceptance Testing Criteria have been cured, and with the notification process described above being repeated. This additional Acceptance Period shall have a duration equal to that of the initial Acceptance Period, unless the County issues its “Acceptance” of the applicable Software Components earlier in writing. If the Software Components, at the end of the additional Acceptance Period, still fail to conform in all material respects to the mutually agreed upon Acceptance Testing Criteria, then the County may: (i) reject such Software Components and, in the event of any such rejection, the County’s license to such Software Components, shall be terminated and the County’s use of such Software Components shall immediately cease. In such a case, upon written mutual agreement of both parties, the agreement may be terminated should the rejected Software Components constituted a material portion of the Application Programs was to be provided to the County hereunder); or (ii) if DEVNET agrees in writing, cause the procedure set forth above in this paragraph to be repeated an additional time. If, with respect to any given Acceptance Period, the Software Components conform to the Acceptance Testing Criteria in all material respects, the County shall not unreasonably withhold issuance of its Acceptance with regard to such Software ComponentsPNVR Software.