Common use of Participation in Testing Clause in Contracts

Participation in Testing. The Owner has the right, but not the obligation, to witness and/or participate in any initial testing and/or application of any such Vendor Development (other than a Vendor Development originated by another Customer which includes information which is proprietary to such other Customer); provided that any such initial testing of Vendor Developments will be subject to (i) scheduling as reasonably determined by the Vendor, (ii) the qualification that the Owner's PCS System or PCS Sub-System, as the case may be, meets the technical requirements for the testing of such Vendor Development as reasonably determined by the Vendor (or otherwise that the Owner is willing to update such PCS System or PCS Sub-System, as the case may be, to meet such requirements), (iii) the Owner's acknowledgement that it will be able to provide the resources necessary to implement the initial testing for such Vendor Development, and (iv) the Owner and the Vendor executing a verification office testing agreement that identifies the scope, terms, pricing, responsibilities and schedule related to the initial testing of such Vendor Development. The Vendor must provide the Owner at least thirty (30) days prior notice of its intent to test any such Vendor Development and upon the Owner's written request the Vendor will allow the Owner to participate in such testing upon terms and in a testing environment reasonably acceptable to the Parties at such time. The Owner will make its Test-bed Laboratory and/or certain of its PCS Systems and/or PCS Sub-Systems (following Final Acceptance thereof) available to the Vendor for any such testing in which the Owner has the right, and will have notified the Vendor of its desire, to participate in pursuant to the terms of this subsection 2.11.2. Where the Vendor and the Owner have agreed that the Owner's Test-bed Laboratory or PCS System and/or PCS Sub-System will be used as a test bed for Vendor Developments, the Owner will not unreasonably refuse the Vendor's requests for other Customers to observe the tests or to release results of the tests to other Customers; provided that the Owner will have had reasonable prior notice that the Vendor would like to have other Customers observe such testing and that the Vendor will remain liable in all respects pursuant to the terms of this Contract for the protection of Proprietary Information in connection with any such testing. The length of the prior notice period described above may be shortened to under thirty (30) days if necessary and appropriate under the circumstances, but in no event will any such prior notice period be less than ten (10) days.

Participation in Testing. The Owner has the right, but not the ------------------------ obligation, to witness and/or participate in any initial testing and/or application of any such Vendor Development (other than a Vendor Development originated by another Customer which includes information which is proprietary to such other Customer); provided that any such initial testing of Vendor -------- ---- Developments will be subject to (i) scheduling as reasonably determined by the Vendor, (ii) the qualification that the Owner's PCS System or PCS Sub-System, as the case may be, meets the technical requirements for the testing of such Vendor Development as reasonably determined by the Vendor (or otherwise that the Owner is willing to update such PCS System or PCS Sub-System, as the case may be, to meet such requirements), (iii) the Owner's acknowledgement that it will be able to provide the resources necessary to implement the initial testing for such Vendor Development, and (iv) the Owner and the Vendor executing a verification office testing agreement that identifies the scope, terms, pricing, responsibilities and schedule related to the initial testing of such Vendor Development. The Vendor must provide the Owner at least thirty (30) days days' prior notice of its intent to test any such Vendor Development and upon the Owner's written request the Vendor will allow the Owner to participate in such testing upon terms and in a testing environment reasonably acceptable to the Parties at such time. The Owner will make its Test-bed Laboratory and/or certain of its PCS Systems and/or PCS Sub-Systems (following Final Acceptance thereof) available to the Vendor for any such testing in which the Owner has the right, and will have notified the Vendor of its desire, to participate in pursuant to the terms of this subsection 2.11.2. Where the Vendor and the Owner have agreed that the Owner's Test-bed Laboratory or PCS System and/or PCS Sub-System will be used as a test bed for Vendor Developments, the Owner will not unreasonably refuse withhold the Vendor's requests for other Customers to observe the tests or to release results of the tests to other Customers; provided that the Owner will have had reasonable prior notice that the Vendor - - -------- ---- would like to have other Customers observe such testing and that the Vendor will remain liable in all respects pursuant to the terms of this Contract for the protection of Proprietary Information in connection with any such testing. The length of the prior notice period described above may be shortened to under thirty (30) days if necessary and appropriate under the circumstances, but in no event will any such prior notice period be less than ten (10) days.