Common use of IMPLEMENTATION AND ACCEPTANCE Clause in Contracts

IMPLEMENTATION AND ACCEPTANCE. 7.1 The Supplier shall: (a) use reasonable endeavours to perform the Implementation Services as specified in the Service Order Form and/or in the Statement of Work (if any); (b) appoint the Supplier's Project Manager, who shall have the authority to bind the Supplier contractually on all matters relating to this Agreement. The Supplier shall use reasonable endeavours to ensure continuity of the Supplier's Project Manager, but has the right to replace him or her from time to time where reasonably necessary in the interests of the Supplier's business; and (c) provide training in accordance with the Service Order Form. 7.2 The Customer shall appoint the Customer's Project Manager, who shall have the authority to contractually bind the Customer on all matters relating to this Agreement. The Customer shall use reasonable endeavours to ensure continuity of the Customer's Project Manager; 7.3 The Supplier and the Customer shall co- operate in implementing the Services in accordance with the implementation provisions in the Service Order Form and/or the Statement of Work (if any). 7.4 Within five days of the Supplier's delivery to the Customer of the Implementation Services, the Customer shall review the Configuration to confirm that it functions in material conformance with the applicable portion of the Service Order Form and/or the Statement of Work (if any). If the Configuration fails in any material respect to conform with such provisions, the Customer shall give the Supplier a detailed description of any such non-conformance ("Error"), in writing, within the five-day review period. 7.5 With respect to any Errors, the Supplier shall use reasonable endeavours to correct any such Error within a reasonable time and, on completion, submit the corrected Configuration to the Customer. The provisions of this clause 7.5 shall then apply again, up to three additional times. If the Supplier is unable to correct such Error after three attempts, either party may terminate this Agreement without further liability to the other party. 7.6 On accepting the Configuration, the Customer shall sign the Supplier’s acceptance certificate. In any case, if the Customer does not provide any written comments in the five-day period specified in clause 7.4 above, or if the Configuration is found to conform with the applicable portion of the Service Order Form and/or the Statement of Work (if any), the Configuration shall be deemed accepted. For the avoidance of doubt, any use of the Software by the Customer in a live environment, after it has been rolled out to the Customer’s employees for operational purposes, will be treated as acceptance by the Customer and any failure to sign the Supplier’s acceptance certificate shall not relieve the Customer of its obligations to make payment of the Fees. Any further Implementation services provided by the Supplier after acceptance or deemed acceptance shall not alter that status of that acceptance.

IMPLEMENTATION AND ACCEPTANCE. 7.1 5.1 The Supplier shall: (a) shall use reasonable endeavours to perform the Implementation Services as specified in the Service Order Form and/or in the Statement of Work (if any); (b) appoint the Supplier's Project Manager, who shall have the authority to bind the Supplier contractually on all matters relating to this Agreement. The Supplier shall use reasonable endeavours to ensure continuity of the Supplier's Project Manager, but has the right to replace him or her from time to time where reasonably necessary in the interests of the Supplier's business; and (c) provide training in accordance with the Service Order FormWork. 7.2 The Customer shall appoint the Customer's Project Manager, who shall have the authority to contractually bind the Customer on all matters relating to this Agreement. The Customer shall use reasonable endeavours to ensure continuity of the Customer's Project Manager; 7.3 The Supplier and the Customer shall co- operate 5.2 Unless otherwise agreed in implementing the Services in accordance with the implementation provisions in the Service Order Form and/or the a Statement of Work Work, within ten (if any). 7.4 Within five 10) days of the Supplier's delivery to the Customer of the Implementation Services, the Customer shall review the Configuration configuration to confirm that it functions in material conformance with the applicable portion of the Service Order Form and/or the Statement of Work (if any)Work. If the Configuration fails Implementation Services fail in any material respect to conform with such provisions, the Customer shall give the Supplier a detailed description of any such non-non- conformance ("Error"), in writing, within the five-day above review period. 7.5 5.3 With respect to any Errors, the Supplier shall use reasonable endeavours to correct any such Error within a reasonable time and, on completion, submit the corrected Configuration configuration to the Customer. The If such corrected configuration fails to correct the Error, the provisions of this clause 7.5 shall then apply again, up to three additional times. If the Supplier is unable to correct such Error after those three additional attempts, either party the Supplier may terminate this Agreement without further liability to and refund a pro- rata share of any unused prepaid Fees for the other party. 7.6 On accepting the Configuration, the Customer impacted Implementation Services. The foregoing shall sign serve as Customer’s exclusive remedy and the Supplier’s acceptance certificate. sole and complete obligation with respect to any nonconforming Implementation Services. 5.4 In any case, if the Customer does not provide any written comments in the five-day period specified in clause 7.4 above, or if the Configuration configuration is found to conform with the applicable portion of the Service Order Form and/or the Statement of Work (if any), the Configuration shall be deemed accepted. For the avoidance of doubt, any use of the Software Services by the Customer in a live environment, after it has been rolled out to the Customer’s employees for operational purposes, will be treated as acceptance by the Customer and any failure to sign the Supplier’s acceptance certificate shall not relieve the Customer of its obligations to make payment of the FeesCustomer. Any further Implementation services Services provided by the Supplier after acceptance or deemed acceptance shall not alter that the status of that acceptance.