Prototype Evaluation Clause Samples
The Prototype Evaluation clause establishes the terms under which a prototype or preliminary version of a product or service will be tested and assessed by one or both parties. Typically, it outlines the evaluation period, the criteria for assessing the prototype's performance, and the responsibilities of each party during the evaluation process. This clause ensures that both parties have a clear understanding of how the prototype will be judged and what outcomes or next steps will follow, thereby reducing misunderstandings and managing expectations before full-scale production or implementation.
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Prototype Evaluation. Customer will promptly evaluate the Prototypes and advise Open-Silicon in writing whether the Prototypes conform to agreed upon specifications for the Product, as set forth in the SOW. The prototype evaluation period shall not exceed [***] after shipment of initial prototypes (the “Prototype Evaluation Period”). If Customer concludes during the Prototype Evaluation Period, that the Prototypes are not conforming, then Customer will submit a written notice of rejection (“Notice of Prototype Rejection”) to Open-Silicon describing in reasonable detail the perceived deficiency or nonconformance of the prototype. If the Customer does not submit a notice of rejection to Open-Silicon during the Prototype Evaluation Period, the Prototypes will be deemed accepted. Customer may accept the Prototypes prior to the expiration of the Prototype Evaluation Period by signing and submitting to Open-Silicon a Prototype Approval Form attached hereto as Exhibit B-1.
Prototype Evaluation. Buyer will promptly evaluate the Prototypes and advise S3 Semi in writing whether the Prototypes substantially conform to the Specifications set out in the SOW as evidenced by the results of the Validation Plan. Unless otherwise set forth in a SOW, the prototype evaluation period shall not exceed sixty (60) days after shipment of initial prototypes (the “Prototype Evaluation Period”). If Buyer concludes during the Prototype Evaluation Period, that the Prototypes have a substantial non-conformance with the Specifications set out in the SOW as evidenced by the Validation Plan (“Prototype Non-Conformance”), then Buyer will submit a written notice of rejection (“Notice of Prototype Rejection”) to S3 Semi fully describing the perceived Prototype Non-Conformance. If the Buyer does not submit a Notice of Prototype Rejection to S3 Semi during the Prototype Evaluation Period, the Prototypes will be deemed to have passed Prototype Acceptance.
Prototype Evaluation. At the completion of development of each Product and the delivery of prototypes,
7.2.1. Haldex shall test, field trial or evaluate the Product within 45 days (unless extended field trials are jointly agreed), to ensure that it performs in accordance with the Specifications.
7.2.2. At the end of 45 days (unless extended field trials are jointly agreed), or sooner, Haldex shall sign the Acceptance form provided in Attachment 6 indicating their Acceptance of the design of the Product and conformance with the Specifications and completion of the Development activities
7.2.3. In the event that Haldex determines that the Product is not in conformance with the Product Specifications:
7.2.3.1. Haldex shall notify SmarTire of such Product deficiency in writing, and,
7.2.3.2. SmarTire shall either correct, or repair the deficiency within 10 working days or time otherwise agreed to by Haldex and SmarTire, and,
7.2.3.3. SmarTire shall deliver new prototypes to Haldex that have the deficiencies corrected, and,
7.2.3.4. Haldex shall re-test and re-valuate the Product for conformance to the Product Specifications within 45 days and sign Acceptance.
7.2.3.5. If Haldex has not informed SmarTire of any Product deficiencies within 45 days from delivery of Prototypes, Haldex shall be deemed to have accepted the Product.
7.2.4. In the event that the Specifications change during the development process, both parties shall review the changes, and,
7.2.4.1. SmarTire shall notify Haldex of any changes in development cost, whether higher or lower within 30 days of such change to the Specifications, and,
7.2.4.2. SmarTire shall promptly advise Haldex if the Specification changes will impact the cost of the Product, and,
7.2.4.3. Both parties shall work in good faith to come to agreement on the new cost, which shall become part of the Product Specification.
7.2.5. Unless otherwise agreed, changes to Specifications shall not modify the Development Schedule for the product concerned.
7.2.6. Upon SmarTire's receipt of the signed Acceptance form from Haldex, SmarTire shall perform tests commonly known in the industry as DV and PV tests to validate the design and manufacturing process to the equivalent of a standard used in the automotive industry called QS9000, and repair or correct any Product deficiencies that occur as a result of the tests in the foregoing section.
Prototype Evaluation. At the completion of development of each Product and the delivery of prototypes,
7.4.1 The parties shall jointly test, field trial or evaluate the Product within 45 days, to ensure that it performs in accordance with the Specifications.
7.4.2 At the end of 45 days, or sooner, both parties shall sign the Acceptance form provided in Attachment 6 indicating their Acceptance of the design of the Product and conformance with the Specifications and completion of the Development activities.