Common use of Acceptance Testing Clause in Contracts

Acceptance Testing. 4.2.1 Seller shall test the Backhaul and Wavelength(s) using procedures in accordance with industry standards (“Acceptance Testing”) to verify that such Backhaul is 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 case only) of the date and time of each applicable test. 4.2.2 After the successful conclusion of the Acceptance Testing conducted by Seller with respect to the Backhaul or Wavelength(s), Seller shall provide Purchaser with an electronic notice that the Backhaul or the applicable Wavelength(s), as applicable, is available for use (“Turn Up Acknowledgement” or “TUA”). 4.2.3 After receipt by Purchaser from Seller of the TUA, Purchaser shall have five (5) Business Days to conduct its own Acceptance Testing to verify that it is operating in accordance with the applicable Testing Specifications (“Testing Period”). 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 correct the non-compliance as set forth in Section 3.1.3 below. 4.2.4 In the event Purchaser notifies Seller within the time periods set forth in Section 4.2.2 that the Backhaul or Wavelength(s), or any portion thereof is not operating within the parameters of the applicable Testing Specifications, Seller shall expeditiously take such action as shall be necessary with respect to such portion of the Backhaul or Wavelength(s) to bring the operating standards of such portion of the Backhaul or Wavelength(s) into compliance, after which such portion of the Backhaul or Wavelength(s) shall be re-tested in accordance with the provisions of this Section 4. After taking such actions and re-testing, Seller shall provide Purchaser with a re-tested TUA and Purchaser shall again have all rights provided in this Section 4. 4.2.5 The cycle described above of testing, taking corrective action and 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 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 achieve Compliancy and pay for the actual cost of the independent engineer and for the actual internal and out-of-pocket costs incurred by Purchaser for such extra testing. 4.2.6 In the event Purchaser does not object to the results of any of Seller’ Acceptance Testing or its own Acceptance Testing within the time periods specified in Section 4.2.3, Purchaser shall be deemed to have accepted the Backhaul or Wavelength(s) as of the first day following the end of such period. 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.

Acceptance Testing. 4.2.1 Seller (a) Upon delivery or, if Developer is responsible for installation, installation of each Software Deliverable, Acceptance Tests shall test the Backhaul and Wavelength(s) using procedures in accordance with industry standards (“Acceptance Testing”) to verify that such Backhaul is operating in accordance with the Technical Specifications be conducted as set forth in Exhibit B this Section 5.4 to ensure the Software Deliverable, including all Software and that such Wavelength(s) are operating Documentation, conforms to the requirements of this Agreement, including the applicable Specifications and, 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 case only) of the date and time of each applicable testSoftware, the Documentation. 4.2.2 After (b) All Acceptance Tests shall take place at the successful conclusion designated Site(s) in the Operating Environment described in the Statement of Work for the Acceptance Testing conducted by Seller with respect to Software Deliverable, commence on the Backhaul business day following delivery or Wavelength(s), Seller shall provide Purchaser with an electronic notice that the Backhaul or the applicable Wavelength(s)installation, as applicable, is available of such Software Deliverable, and be conducted diligently for use up to [thirty (“Turn Up Acknowledgement” 30)] days[, or “TUAsuch other period as may be set forth in the relevant Statement of Work] (”). 4.2.3 After receipt by Purchaser from Seller of the TUA, Purchaser shall have five (5) Business Days to conduct its own Acceptance Testing to verify that it is operating in accordance with the applicable Testing Specifications (“Testing Period”). If Purchaser determines that such test results show that Acceptance Tests shall be conducted by 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 correct the non-compliance party responsible therefor as set forth in Section 3.1.3 belowthe 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.] 4.2.4 In (c) Upon delivery [and installation] of the event Purchaser notifies Seller within Aggregate Software under any Statement of Work, additional Acceptance Tests shall be performed on the time periods 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 4.2.2 that the Backhaul or Wavelength(s), or 5. [The scope of Integration Testing on any portion thereof is not operating within the parameters of the applicable Testing Specifications, Seller shall expeditiously take such action as previously-Accepted Software Deliverable shall be necessary with respect limited to such portion ensuring full operability, integration, and compatibility and Customer shall not have the right to condition its acceptance thereof on Developer’s correction of the Backhaul or Wavelength(s) to bring the operating standards any nonconformity that could have been, but was not, identified by Customer during initial testing of such portion of Software Deliverable.] (d) [Customer may suspend Acceptance Tests and the Backhaul corresponding Testing Period by written notice to Developer if Customer discovers a [material] Non-Conformity in the tested Software Deliverable or Wavelength(s) into compliancepart or feature thereof. In such event, after which Developer shall immediately, and in any case within 1 days, correct such portion of the Backhaul or Wavelength(s) shall be reNon-tested in accordance with the provisions of this Section 4. After taking such actions and re-testingConformity, Seller shall provide Purchaser with a re-tested TUA and Purchaser shall again have all rights provided in this Section 4. 4.2.5 The cycle described above of testing, taking corrective action and 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 whereupon the Acceptance Tests and 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 Period shall choose an independent engineer to establish whether the test results establish Compliancy or not. If the independent engineer confirms Compliancy, Purchaser shall be deemed to have accepted the Backhaul or Wavelength(s) and reimburse Seller resume for the actual cost balance 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 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 testingTesting Period. 4.2.6 In the event Purchaser does not object to the results of any 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 accepted the Backhaul or Wavelength(s) as of the first day following the end of such period. 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.]

Acceptance Testing. 4.2.1 Seller shall test the Backhaul and Wavelength(s(a) using procedures in accordance with industry standards (“Upon installation of each Software Deliverable, Acceptance Testing”) to verify that such Backhaul is operating in accordance with the Technical Specifications Tests will be conducted as set forth in Exhibit B this Section 9.1 to ensure the Software Deliverable, including all Software and that Documentation, conforms to the requirements of this Contract, including the applicable Specifications and, in the case of the Software, the Documentation. (b) All Acceptance Tests will take place at the designated Site(s) in the Operating Environment described in the Statement of Work for the Software Deliverable, commence on the Business Day following installation of such Wavelength(sSoftware Deliverable and be conducted diligently for up to thirty (30) are operating in accordance with the Technical Specifications Business Days, or such other period as may be set forth in Exhibit C. Seller shall provide Purchaser with five the Statement of Work (5) Business Days’ prior written notice (which notice may be sent by facsimile or e-mail in this case only) of the date and time of each applicable test. 4.2.2 After the successful conclusion of the Acceptance Testing conducted by Seller with respect to the Backhaul or Wavelength(s), Seller shall provide Purchaser with an electronic notice that the Backhaul or the applicable Wavelength(s), as applicable, is available for use (“Turn Up Acknowledgement” or “TUA”). 4.2.3 After receipt by Purchaser from Seller of the TUA, Purchaser shall have five (5) Business Days to conduct its own Acceptance Testing to verify that it is operating in accordance with the applicable Testing Specifications (“Testing Period”). If Purchaser determines that such test results show that Acceptance Tests will be conducted by 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 correct the non-compliance party responsible as set forth in Section 3.1.3 belowthe Statement of Work or, if the Statement of Work does not specify, the State, provided that: (i) for Acceptance Tests conducted by the State, if requested by the State, Contractor will make suitable Contractor Personnel available to observe or participate in such Acceptance Tests; and (ii) for Acceptance Tests conducted by Contractor, the State has the right to observe or participate in all or any part of such Acceptance Tests. Contractor is solely responsible for all Contractor’s costs and expenses related to Contractor’s performance of, participation in, and observation of Acceptance Testing. 4.2.4 In (c) Upon delivery and installation of the event Purchaser notifies Seller within Aggregate Software under the time periods Statement of Work, additional Acceptance Tests will be performed on the Aggregate Software as a whole to ensure full operability, integration, and compatibility among all elements of the Aggregate Software (“Integration Testing”). Integration Testing is subject to all procedural and other terms and conditions set forth in Section 4.2.2 that 9.1, Section 9.3, and Section 9.4. (d) The State may suspend Acceptance Tests and the Backhaul corresponding Testing Period by written notice to Contractor if the State discovers a material Non-Conformity in the tested Software Deliverable or Wavelength(s)part or feature of such Software Deliverable. In such event, or Contractor will immediately, and in any portion thereof is not operating case within ten (10) Business Days, correct such Non-Conformity, whereupon the parameters Acceptance Tests and Testing Period will resume for the balance of the applicable Testing Specifications, Seller shall expeditiously take such action as shall be necessary with respect to such portion of the Backhaul or Wavelength(s) to bring the operating standards of such portion of the Backhaul or Wavelength(s) into compliance, after which such portion of the Backhaul or Wavelength(s) shall be re-tested in accordance with the provisions of this Section 4. After taking such actions and re-testing, Seller shall provide Purchaser with a re-tested TUA and Purchaser shall again have all rights provided in this Section 4Period. 4.2.5 The cycle described above of testing, taking corrective action and 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 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 achieve Compliancy and pay for the actual cost of the independent engineer and for the actual internal and out-of-pocket costs incurred by Purchaser for such extra testing. 4.2.6 In the event Purchaser does not object to the results of any of Seller’ Acceptance Testing or its own Acceptance Testing within the time periods specified in Section 4.2.3, Purchaser shall be deemed to have accepted the Backhaul or Wavelength(s) as of the first day following the end of such period. 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.

Acceptance Testing. 4.2.1 Seller shall test the Backhaul and Wavelength(s) using procedures in accordance with industry standards (“Acceptance Testing”) to verify that such Backhaul is 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 case only) of the date and time of each applicable test. 4.2.2 After the successful conclusion of the Acceptance Testing conducted by Seller with respect to the Backhaul or Wavelength(s), Seller shall provide Purchaser with an electronic notice that the Backhaul or the applicable Wavelength(s), as applicable, is available for use (“Turn Up Acknowledgement” or “TUA”). 4.2.3 After receipt by Purchaser from Seller of the TUA, Purchaser shall have five (5) Business Days to conduct its own Acceptance Testing to verify that it is operating in accordance with the applicable Testing Specifications (“Testing Period”). 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 correct the non-compliance as set forth in Section 3.1.3 below. 4.2.4 In the event Purchaser notifies Seller within the time periods set forth in Section 4.2.2 that the Backhaul or Wavelength(s), or any portion thereof is not operating within the parameters of the applicable Testing Specifications, Seller shall expeditiously take such action as shall be necessary with respect to such portion of the Backhaul or Wavelength(s) to bring the operating standards of such portion of the Backhaul or Wavelength(s) into compliance, after which such portion of the Backhaul or Wavelength(s) shall be re-tested in accordance with the provisions of this Section 4. After taking such actions and re-testing, Seller shall provide Purchaser with a re-tested TUA and Purchaser shall again have all rights provided in this Section 4. 4.2.5 The cycle described above of testing, taking corrective action and 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 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 achieve Compliancy and pay for the actual cost of the independent engineer and for the actual internal and out-of-pocket costs incurred by Purchaser for such extra testing. 4.2.6 In the event Purchaser does not object to the results of any of Seller’ Acceptance Testing or its own Acceptance Testing within the time periods specified in Section 4.2.3, Purchaser shall be deemed to have accepted the Backhaul or Wavelength(s) as of the first day following the end of such period. 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.

Acceptance Testing. 4.2.1 Seller shall test (a) Unless otherwise specified in the Backhaul and Wavelength(s) using procedures in accordance with industry standards (“Statement of Work, upon installation of the Software, Acceptance Testing”) to verify that such Backhaul is operating in accordance with the Technical Specifications Tests will be conducted as set forth in Exhibit B this Section 8 to ensure the Software conforms to the requirements of this Agreement, including the applicable Specifications and that Documentation. (b) All Acceptance Tests will take place at the designated Site(s) in the Operating Environment described in the Statement of Work, commence on the Business Day following installation of the Software and be conducted diligently for up to thirty (30) Business Days, or such Wavelength(s) are operating in accordance with the Technical Specifications other period as may be set forth in Exhibit C. Seller shall provide Purchaser with five the Statement of Work (5) Business Days’ prior written notice (which notice may be sent by facsimile or e-mail in this case only) of the date and time of each applicable test. 4.2.2 After the successful conclusion of the Acceptance Testing conducted by Seller with respect to the Backhaul or Wavelength(s), Seller shall provide Purchaser with an electronic notice that the Backhaul or the applicable Wavelength(s), as applicable, is available for use (“Turn Up Acknowledgement” or “TUA”). 4.2.3 After receipt by Purchaser from Seller of the TUA, Purchaser shall have five (5) Business Days to conduct its own Acceptance Testing to verify that it is operating in accordance with the applicable Testing Specifications (“Testing Period”). If Purchaser determines that such test results show that Acceptance Tests will be conducted by 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 correct the non-compliance party responsible as set forth in Section 3.1.3 belowthe Statement of Work or, if the Statement of Work does not specify, the University, provided that: (i) for Acceptance Tests conducted by the University, if requested by the University, Supplier will make suitable Supplier Personnel available to observe or participate in such Acceptance Tests; and (ii) for Acceptance Tests conducted by Supplier, the University has the right to observe or participate in all or any part of such Acceptance Tests. Supplier is solely responsible for all costs and expenses related to Supplier’s performance of, participation in, and observation of Acceptance Testing. 4.2.4 In (c) Upon delivery and installation of any Configuration or Modification to the event Purchaser notifies Seller within Software under the time periods Statement of Work, additional Acceptance Tests will be performed on the configured or modified Software as a whole to ensure full operability, integration, and compatibility among all elements of the Software (“Integration Testing”). Integration Testing is subject to all procedural and other terms and conditions set forth in Section 4.2.2 that 8.1, Section 8.3, and Section 8.4. (d) The University may suspend Acceptance Tests and the Backhaul corresponding Testing Period by written notice to Supplier if the University discovers a material Non-Conformity in the tested Software or Wavelength(s), part or any portion thereof is not operating within the parameters feature of the applicable Software. In such event, Supplier will immediately, and in any case within ten (10) Business Days, correct such Non-Conformity, whereupon the Acceptance Tests and Testing Specifications, Seller shall expeditiously take such action as shall be necessary with respect to such portion Period will resume for the balance of the Backhaul or Wavelength(s) to bring the operating standards of such portion of the Backhaul or Wavelength(s) into compliance, after which such portion of the Backhaul or Wavelength(s) shall be re-tested in accordance with the provisions of this Section 4. After taking such actions and re-testing, Seller shall provide Purchaser with a re-tested TUA and Purchaser shall again have all rights provided in this Section 4Testing Period. 4.2.5 The cycle described above of testing, taking corrective action and 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 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 achieve Compliancy and pay for the actual cost of the independent engineer and for the actual internal and out-of-pocket costs incurred by Purchaser for such extra testing. 4.2.6 In the event Purchaser does not object to the results of any of Seller’ Acceptance Testing or its own Acceptance Testing within the time periods specified in Section 4.2.3, Purchaser shall be deemed to have accepted the Backhaul or Wavelength(s) as of the first day following the end of such period. 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.

Acceptance Testing. 4.2.1 Seller shall test the Backhaul and Wavelength(s) using procedures in accordance with industry standards (“Upon installation of each Software Deliverable, Acceptance Testing”) to verify that such Backhaul is operating in accordance with the Technical Specifications Tests will be conducted as set forth in Exhibit B this Section 9.1 to ensure the Software Deliverable, including all Software and that Documentation, conforms to the requirements of this Contract, including the applicable Specifications and, in the case of the Software, the Documentation. All Acceptance Tests will take place at the designated Site(s) in the Operating Environment described in the Statement of Work for the Software Deliverable, commence on the Business Day following installation of such Wavelength(sSoftware Deliverable and be conducted diligently for up to thirty (30) are operating in accordance with the Technical Specifications Business Days, or such other period as may be set forth in Exhibit C. Seller shall provide Purchaser with five the Statement of Work (5) Business Days’ prior written notice (which notice may be sent by facsimile or e-mail in this case only) of the date and time of each applicable test. 4.2.2 After the successful conclusion of the Acceptance Testing conducted by Seller with respect to the Backhaul or Wavelength(s), Seller shall provide Purchaser with an electronic notice that the Backhaul or the applicable Wavelength(s), as applicable, is available for use (“Turn Up Acknowledgement” or “TUA”). 4.2.3 After receipt by Purchaser from Seller of the TUA, Purchaser shall have five (5) Business Days to conduct its own Acceptance Testing to verify that it is operating in accordance with the applicable Testing Specifications (“Testing Period”). If Purchaser determines that such test results show that Acceptance Tests will be conducted by 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 correct the non-compliance party responsible as set forth in Section 3.1.3 below. 4.2.4 In the event Purchaser notifies Seller within Statement of Work or, if the time periods Statement of Work does not specify, the State, provided that: for Acceptance Tests conducted by the State, if requested by the State, Contractor will make suitable Contractor Personnel available to observe or participate in such Acceptance Tests; and for Acceptance Tests conducted by Contractor, the State has the right to observe or participate in all or any part of such Acceptance Tests. Contractor is solely responsible for all costs and expenses related to Contractor’s performance of, participation in, and observation of Acceptance Testing. Upon delivery and installation of the Aggregate Software under the Statement of Work, additional Acceptance Tests will be performed on the Aggregate Software as a whole to ensure full operability, integration, and compatibility among all elements of the Aggregate Software (“Integration Testing”). Integration Testing is subject to all procedural and other terms and conditions set forth in Section 4.2.2 that 9.1, Section 9.3, and Section 9.4. The State may suspend Acceptance Tests and the Backhaul corresponding Testing Period by written notice to Contractor if the State discovers a material Non-Conformity in the tested Software Deliverable or Wavelength(s)part or feature of such Software Deliverable. In such event, or Contractor will immediately, and in any portion thereof is not operating case within ten (10) Business Days, correct such Non-Conformity, whereupon the parameters Acceptance Tests and Testing Period will resume for the balance of the applicable Testing Specifications, Seller shall expeditiously take such action as shall be necessary with respect to such portion of the Backhaul or Wavelength(s) to bring the operating standards of such portion of the Backhaul or Wavelength(s) into compliance, after which such portion of the Backhaul or Wavelength(s) shall be re-tested in accordance with the provisions of this Section 4. After taking such actions and re-testing, Seller shall provide Purchaser with a re-tested TUA and Purchaser shall again have all rights provided in this Section 4Period. 4.2.5 The cycle described above of testing, taking corrective action and 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 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 achieve Compliancy and pay for the actual cost of the independent engineer and for the actual internal and out-of-pocket costs incurred by Purchaser for such extra testing. 4.2.6 In the event Purchaser does not object to the results of any of Seller’ Acceptance Testing or its own Acceptance Testing within the time periods specified in Section 4.2.3, Purchaser shall be deemed to have accepted the Backhaul or Wavelength(s) as of the first day following the end of such period. 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.

Acceptance Testing. 4.2.1 Seller shall test the Backhaul and Wavelength(s) using procedures in accordance with industry standards (“Acceptance Testing”) to verify that such Backhaul is operating in accordance with the Technical Specifications Except as otherwise expressly set forth in Exhibit B the Transaction Agreement, upon completion of installation, Supplier and Customer shall perform Acceptance Testing of all Licensed Software in the following three (3) phases. The Acceptance Testing requirements of this Section 9.3 also apply to substitute, replacement and conversion Products that such Wavelength(sare 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 Technical Specifications set forth in Exhibit C. Seller shall provide Purchaser with 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 Testing. (B) With the advice and assistance of Supplier's representatives, Customer will operate the System for five (5) Business Days’ prior written notice business days, using all Software furnished by the Supplier necessary for the Licensed Software to function as specified in this Software Licensing Agreement, to perform: (which notice i) 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 sent by facsimile specified in the Acceptance Tests (this Phase Two will be the Preliminary Acceptance Testing); and (iv) in the event the System fails to perform all such transactions, or e-mail fails to run the Licensed Software, in this case onlyaccordance with applicable Specifications and within two percent (2%) of the date and time of each applicable test. 4.2.2 After the successful conclusion of benchmark or other demonstration results stated in the Acceptance Testing conducted by Seller with respect to the Backhaul or Wavelength(s)Test, Seller shall provide Purchaser with an electronic notice that the Backhaul or the applicable Wavelength(s), as applicable, is available for use (“Turn Up Acknowledgement” or “TUA”). 4.2.3 After receipt by Purchaser from Seller a period of the TUA, Purchaser shall have five (5) Business Days to conduct its own Acceptance Testing to verify that it is operating in accordance with consecutive business days, Customer shall operate the applicable Testing Specifications System for additional consecutive business days until the System so performs such transactions and runs the Licensed Software for a period of five (“Testing Period”)5) consecutive business days. 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 correct the non-compliance as set forth in Section 3.1.3 below. 4.2.4 In the event Purchaser notifies Seller within such failure continues in whole or in part for a period of more than thirty (30) calendar days from the time periods set forth in Section 4.2.2 that Installation Date, the Backhaul or Wavelength(s), or System and any portion thereof is applicable Module will be deemed not operating within the parameters to have successfully completed this phase of the applicable Testing SpecificationsAcceptance Testing. (C) With the advice and assistance of Supplier's representatives, Seller shall expeditiously take such action as shall be necessary with respect Customer will operate the System, using all Licensed Software furnished by Supplier or otherwise specified in this Software Licensing Agreement, to such portion determine whether the System and each Module of the Backhaul or Wavelength(s) to bring the operating standards of such portion of the Backhaul or Wavelength(s) into compliance, after which such portion of the Backhaul or Wavelength(s) shall be re-tested in accordance with the provisions of this Section 4. After taking such actions and re-testing, Seller shall provide Purchaser with a re-tested TUA and Purchaser shall again have all rights provided in this Section 4. 4.2.5 The cycle described above of testing, taking corrective action and 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 Licensed Software meet the applicable Testing Specifications (“Compliancy”), both parties shall choose an independent engineer to establish whether the test results establish Compliancy or not. If the independent engineer confirms Compliancy, Purchaser shall be deemed to have accepted the Backhaul or Wavelength(s) and reimburse Seller for the actual cost of the independent engineer and the actual internal and out-of-pocket costs of extra testing. If the independent engineer confirms Purchaser’s test results, Seller will complete expeditiously the corrective action necessary to achieve Compliancy and pay for the actual cost of the independent engineer and for the actual internal and out-of-pocket costs incurred by Purchaser for such extra testingEffectiveness Level. 4.2.6 In the event Purchaser does not object to the results of any 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 accepted the Backhaul or Wavelength(s) as of the first day following the end of such period. 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.

Acceptance Testing. 4.2.1 Seller All Deliverables and Work Product shall test be provided to the Backhaul Board by Vendor in conformance with all requirements, specifications, acceptance criteria, and Wavelength(s) using procedures time schedules set forth or referenced in accordance with industry standards (“Acceptance Testing”) 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 verify that review and approval by the Board, and no such Backhaul is operating in accordance with the Technical Specifications activities shall be deemed completed until all applicable acceptance criteria, whether set forth in Exhibit B and that such Wavelength(s) are operating this Agreement or in accordance with any Statement of Work executed hereunder, or otherwise mutually agreed upon by the Technical Specifications set forth Parties 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 case only) of writing, have been successfully met. In addition, the date and time of each applicable test. 4.2.2 After the successful conclusion of the Acceptance Testing conducted by Seller with respect to the Backhaul or Wavelength(s), Seller shall provide Purchaser with an electronic notice that the Backhaul or the applicable Wavelength(s), as applicable, is available for use (“Turn Up Acknowledgement” or “TUA”). 4.2.3 After receipt by Purchaser from Seller of the TUA, Purchaser Board shall have five (5) Business Days the right to conduct its own Acceptance Testing to verify that it is operating in accordance with the applicable Testing Specifications (“Testing Period”). If Purchaser determines that such test results show that the Backhaul review, test, and either accept or Wavelength(s) or any portion thereof do not meet the applicable Testing Specificationsreject, Purchaser shall, within the Testing Period, notify Seller’ Service Delivery Department in writing that the Capacity does not comply with the Testing Specifications, and, if, upon investigation, such non-compliance is due solely to Seller’ fault, then Seller shall correct the non-compliance as set forth in Section 3.1.3 below. 4.2.4 In the event Purchaser notifies Seller within the time periods set forth in Section 4.2.2 that the Backhaul or Wavelength(s), or any portion thereof is not operating within the parameters of the applicable Testing Specifications, Seller shall expeditiously take such action as shall be necessary with respect to such portion of the Backhaul or Wavelength(s) to bring the operating standards of such portion of the Backhaul or Wavelength(s) into compliance, after which such portion of the Backhaul or Wavelength(s) shall be re-tested in accordance with the provisions of this Section 4ARTICLE 13, any Deliverable (or any particular or separable product, output or result of the Services, including the System 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. After taking such actions and re-testingFor the avoidance of doubt, Seller shall provide Purchaser with a re-tested TUA and Purchaser shall again have all rights provided any references to the Board’s “Acceptance” of any particular item in this Agreement or in any Schedules, Exhibits, or Statements of Work incorporated herein, without further qualification or clarification, shall be deemed to refer, as applicable, to either: (a) the Board’s “Pre-live Acceptance” of Software Components, in accordance with Section 413.1; (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. 4.2.5 The cycle described above 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 Component is ready for testing and that Vendor requests the commencement of testing, taking corrective action the Board shall begin testing such Software Components in a test environment using the applicable test procedures and 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 of time set forth in the applicable Statement of Work (the “Pre-live Testing Period“) in accordance with the Acceptance Criteria, the Board shall notify Vendor in writing that the Board has issued its “Pre-live Acceptance“ of such Software Component. If the Board reasonably determines that such Software Component does not perform in accordance with the Acceptance Criteria, the Board shall deliver to Vendor, within seven (7) calendar days after the end of the Pre-live Testing Period, a written report describing the deficiencies in reasonable detail. Vendor shall correct any such deficiencies within seven (7) calendar days after receiving any such report and shall notify the Board in writing when such corrections are completed. The Board may then re-testing test the Software Component for an additional Pre-live Testing Period as set forth in the applicable Statement of Work, at the end of which period the determination, notification, and correction process described above in this 13.1 shall take place 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 maximum written report of two deficiencies to Vendor, within the seven (27) times as necessary calendar day period provided above in which the Board is to ensure 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 portion use commences, the “Go Live Date“). Once the Board has used such portions of the Backhaul or Wavelength(s) operates within System in such live, operational environment using the parameters 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 Testing Specificationsother software and systems of the Board), a period of time set forth in the applicable Statement of Work after the Go Live Date (“Live Testing“), and has reasonably determined that: (i) there have been no material errors, (ii) such portions of the System perform in accordance with the Acceptance Criteria, and (iii) all training Services required hereunder, and other Services required by this Agreement to have been completed by such time or occurrence, have been completed, then the Board shall notify Vendor in writing that the Board has issued its “Post-live Acceptance“ of such portions of the System. Following the second such attempt In no event shall any other action or inaction by the parties to agree on Board (including, but not limited to, the Acceptance Testing results, if Purchaser asserts that Board’s use of the test results demonstrate the Backhaul or Wavelength(s)System, or any portion thereof, does not meet in such a live, operational environment) constitute issuance by the applicable Testing Specifications (“Compliancy”)Board of its Post-live Acceptance of the System or any portion thereof. Notwithstanding anything to the contrary elsewhere in the Agreement, both parties in no event shall choose an independent engineer to establish whether the test results establish Compliancy Board’s issuance of its Post-live Acceptance of the System or not. If the independent engineer confirms Compliancy, Purchaser shall any portion thereof be deemed to have accepted the Backhaul a waiver of any right 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 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 remedy available to the results of Board under this Agreement, at law, or in equity with regard to any of Seller’ Acceptance defect in any Software Component or Deliverable not discovered by the Board during Pre-live Testing or its own Acceptance Testing within the time periods specified in Section 4.2.3, Purchaser shall be deemed to have accepted the Backhaul or Wavelength(s) as of the first day following the end of such period. 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 406Live Testing.