Common use of Testing and Acceptance Clause in Contracts

Testing and Acceptance. (a) When Supplier notifies the University in writing that the Services are ready for use in a production environment, the University will have thirty (30) days (or such other period as may be agreed upon by the Parties in writing) from receipt of the notice to test the Services to determine whether they comply in all material respects with the requirements of this Agreement and the Specifications. (b) Upon completion of the University’s testing, the University will notify Supplier of its acceptance (“Accept” or “Acceptance”) or, if it has identified any noncompliance with the Specifications, rejection (“Reject” or “Rejection”) of the Services. If the University Rejects the Services, the University will provide a written list of items that must be corrected. On receipt of the University’s notice, Supplier will promptly commence, at no additional cost or charge to the University, all reasonable efforts to complete, as quickly as possible and in any event within twenty (20) days (or such other period as may be agreed upon by the Parties in writing) from receipt of the University’s notice, such necessary corrections, repairs and modifications to the Services to bring them into full compliance with the Specifications. (c) If any corrective measures are required under Section 4.2(b), upon completion of all such measures, Supplier will notify the University in writing and the process set forth in Section 4.2(a) and Section 4.2(b) will be repeated; provided that if the University determines that the Services, as revised, still do not comply in all material respects with the Specifications, the University may, in its sole discretion: (i) require the Supplier to repeat the correction process set forth in Section 4.2(b) at no additional cost or charge to the University; or (ii) terminate this Agreement for cause. (d) The parties will repeat the foregoing procedure until the University Accepts the Services or elects to terminate this Agreement as provided in Section 4.2(c)(ii) above. If the University so terminates this Agreement, Supplier must refund to the University all sums previously paid to Supplier within ten (10) Business Days of the University’s written notice of termination, and the University will be relieved of all obligations thereunder.

Testing and Acceptance. (a) When Supplier Provider notifies the University Customer in writing that the Hosted Services are ready for use in a production environment, the University will Customer shall have thirty (30) 60 days (or such other period as may be agreed upon by expressly set forth in the Parties in writingapplicable Service Order) from receipt of the notice to test the Hosted Services to determine whether they comply in all material respects with the requirements of this Agreement and the Specifications. (b) Upon completion of the UniversityCustomer’s testing, the University will Customer shall notify Supplier Provider of its acceptance (“”Accept” or “Acceptance”) or, if it has identified any noncompliance with the Specifications, rejection (“”Reject” or “Rejection”) of the Hosted Services. If the University Customer Rejects the Hosted Services, the University will Customer shall provide a written list of items that must be corrected. On receipt of the UniversityCustomer’s notice, Supplier will Provider shall promptly commence, at no additional cost or charge to the UniversityCustomer, all reasonable efforts to complete, as quickly as possible and in any event within twenty (20) 20 days from receipt of Customer’s notice (or such other period as may be agreed upon by the Parties in writing) from receipt of the University’s notice), such necessary corrections, repairs repairs, and modifications to the Hosted Services to bring them into full compliance with the Specifications. (c) If any corrective measures are required under Section 4.2(b), upon its completion of all such measures, Supplier will Provider shall notify the University Customer in writing and the process set forth in Section 4.2(a) and Section 4.2(b) will shall be repeated; provided that if the University Customer determines that the Hosted Services, as revised, still do not comply in all material respects with the Specifications, the University Customer may, in its sole discretion: (i) require the Supplier Provider to repeat the correction correction, repair and modification process set forth in Section 4.2(b) at no additional cost or charge to the UniversityCustomer; or (ii) terminate on 5 days’ advance written notice to Provider any and all of the relevant Service Order, this Agreement and any other Service Order(s), with no liability, obligation or penalty to Customer by reason of such termination of any of these instruments or for causeany reason under or in connection with such terminated relevant Service Order. (d) The parties will shall repeat the foregoing procedure until the University Customer Accepts the Hosted Services or elects to terminate this Agreement Agreement, the relevant Service Order or any other Service Orders as provided in Section 4.2(c)(ii) above. If If, exercising its rights under Section 4.2(c)(ii), Customer elects to terminate: (i) solely the University so terminates this Agreementrelevant Service Order, Supplier must Provider shall refund to the University Customer all sums previously paid to Supplier Provider under such Service Order; (ii) this Agreement (including the relevant Service Order), Provider shall refund to Customer all sums previously paid to Provider under the relevant Service Order and any prepaid Fees for Services that have not been provided under this Agreement, including any other Service Order hereunder; or (iii) any other Service Order(s) (but not the entirety of this Agreement), Provider shall refund to Customer any prepaid Fees for Services that have not been provided under such other Service Order(s) and, if Customer also terminates the relevant Service Order, all sums previously paid to Provider under such Service Order. All refunds payable under this Section 4.2(d) shall be paid within ten (10) [ten/[OTHER NUMBER] Business Days of the UniversityCustomer’s written notice of termination, and the University will be relieved of all obligations thereundertermination under Section 4.2(c)(ii).

Testing and Acceptance. (ai) When Supplier EUNA notifies the University Customer in writing that the Services are a specific Deliverable is ready for use in a production environment, the University will Customer shall have thirty (30) no less than 30 days (or such other period as may be agreed upon by expressly set forth in the Parties in writingapplicable Order Form or Statement of Work) from receipt of the notice to test the Services to Deliverable and determine whether they comply it complies in all material respects with the requirements of this Agreement and the Specificationsany applicable specifications. (bii) Upon completion of the UniversityCustomer’s testing, the University will Customer shall notify Supplier ▇▇▇▇ of its acceptance (“Accept” or “Acceptance”) or, if it has identified any noncompliance with the Specificationsany specifications, rejection (“Reject” or “Rejection”) of the ServicesDeliverable. If the University Customer Rejects the ServicesDeliverable, the University will Customer shall provide a written list of items that must be corrected. On receipt of the UniversityCustomer’s notice, Supplier will EUNA shall promptly commence, at no additional cost or charge to the UniversityCustomer, all reasonable efforts to complete, as quickly as possible and in any event within twenty (20) 20 days from receipt of Customer’s notice (or such other period as may be agreed upon by the Parties parties in writing) from receipt of the University’s notice), such necessary corrections, repairs repairs, and modifications to the Services Deliverable to bring them into full compliance with the Specificationsspecifications. (ciii) If any corrective measures are required under Section 4.2(b6.e.(ii), upon its completion of all such measures, Supplier will EUNA shall notify the University Customer in writing and the process set forth in Section 4.2(a6.e.(i) and Section 4.2(b6.e.(ii) will shall be repeated; provided that if the University Customer determines that the ServicesDeliverable, as revised, still do does not comply in all material respects with the Specificationsspecifications, the University Customer may, in its sole discretion: (i1) require the Supplier ▇▇▇▇ to repeat the correction correction, repair, and modification process set forth in Section 4.2(b6.e.(ii) at no additional cost or charge to the UniversityCustomer; or (ii2) terminate this consider ▇▇▇▇ to be in material breach of the Agreement for cause.and proceed in accordance with Sections 7 and 10.d hereof (div) The parties will shall repeat the foregoing procedure until the University Customer Accepts the Services Deliverable or elects to terminate this Agreement Agreement, the relevant Order Form, or any other Order Forms as provided in Section 4.2(c)(ii6.e(iii)(2) above. If the University so terminates this Agreement, Supplier must refund to the University all sums previously paid to Supplier within ten (10) Business Days of the University’s written notice of termination, and the University will be relieved of all obligations thereunder.

Testing and Acceptance. (a) When Supplier Provider notifies the University Customer in writing that the Hosted Services are ready for use in a production environment, the University will Customer shall have thirty (30) 90 days (or such other period as may be agreed upon by expressly set forth in the Parties in writingapplicable Service Order) from receipt of the notice to test the Hosted Services to determine whether they comply in all material respects with the requirements of this Agreement and the Specifications. (b) Upon completion of the UniversityCustomer’s testing, the University will Customer shall notify Supplier Provider of its acceptance (“”Accept” or “Acceptance”) or, if it has identified any noncompliance with the Specifications, rejection (“”Reject” or “Rejection”) of the Hosted Services. If the University Customer Rejects the Hosted Services, the University will Customer shall provide a written list of items that must be corrected. On receipt of the UniversityCustomer’s notice, Supplier will Provider shall promptly commence, at no additional cost or charge to the UniversityCustomer, all reasonable efforts to complete, as quickly as possible and in any event within twenty (20) 14 days from receipt of Customer’s notice (or such other period as may be agreed upon by the Parties in writing) from receipt of the University’s notice), such necessary corrections, repairs repairs, and modifications to the Hosted Services to bring them into full compliance with the Specifications. (c) If any corrective measures are required under Section 4.2(b), upon its completion of all such measures, Supplier will Provider shall notify the University Customer in writing and the process set forth in Section 4.2(a) and Section 4.2(b) will shall be repeated; provided that if the University Customer determines that the Hosted Services, as revised, still do not comply in all material respects with the Specifications, the University Customer may, in its sole discretion: (i) require the Supplier Provider to repeat the correction correction, repair and modification process set forth in Section 4.2(b) at no additional cost or charge to the UniversityCustomer; or (ii) terminate any and all of the relevant Service Order, this Agreement and any other Service Order(s), with no liability, obligation or penalty to Customer by reason of such termination of any of these instruments or for causeany reason under or in connection with such terminated relevant Service Order. (d) The parties will shall repeat the foregoing procedure until the University Customer Accepts the Hosted Services or elects to terminate this Agreement Agreement, the relevant Service Order or any other Service Orders as provided in Section 4.2(c)(ii) above. If If, exercising its rights under Section 4.2(c)(ii), Customer elects to terminate: (i) solely the University so terminates this Agreementrelevant Service Order, Supplier must Provider shall refund to the University Customer all sums previously paid to Supplier Provider under such Service Order; (ii) this Agreement (including the relevant Service Order), Provider shall refund to Customer all sums previously paid to Provider under the relevant Service Order and any prepaid Fees for Services that have not been provided under this Agreement, including any other Service Order hereunder; or (iii) any other Service Order(s) (but not the entirety of this Agreement), Provider shall refund to Customer any prepaid Fees for Services that have not been provided under such other Service Order(s) and, if Customer also terminates the relevant Service Order, all sums previously paid to Provider under such Service Order. All refunds payable under this Section 4.2(d) shall be paid within ten (10) Business Days of the UniversityCustomer’s written notice of termination, and the University will be relieved of all obligations thereundertermination under Section 4.2(c)(ii).

Testing and Acceptance. Troika will test the Ported Software to ensure that it meets the acceptance criteria set forth in Exhibit D (a) When Supplier notifies the University "Acceptance Criteria"). Upon successful completion of such testing, Troika shall deliver to JNI the Ported Software, in writing that the Services are ready for use in a production environment, the University will object code and source code form. JNI shall have thirty (30) days after the date of such delivery to test and inspect the Ported Software. If the Ported Software fails to meet the Acceptance Criteria, then JNI may return the Ported Software to Troika, along with a report specifying in reasonably specific detail the nature of such failure. Upon receipt of such report, Troika shall promptly modify or replace the Ported Software such that it conforms to the Acceptance Criteria, and shall re-deliver the Ported Software to JNI for acceptance in accordance with this Section 3.4; provided, however, that if Troika in good faith disputes such failure, then Troika shall notify JNI in writing of such dispute within five (5) days after its receipt of JNI's report, and the following procedures shall apply: (a) Within five (5) days after JNI's receipt of Troika's written notice of the existence of a dispute, the parties' respective CTOs (or such a suitable designee) shall confer with each other period as may be agreed upon by to resolve the Parties dispute in writing) from receipt of the notice to test the Services to determine whether they comply in all material respects with the requirements of this Agreement and the Specificationsgood faith. (b) Upon completion of If the University’s testingdispute is not resolved by the parties' CTOs within said 5-day period, the University will notify Supplier of its acceptance parties shall immediately submit the dispute to a mutually agreed neutral third party mediator who shall be an information technology expert knowledgeable in the HBA field (“Accept” or “Acceptance”the "Mediator"). Within five (5) or, if it has identified any noncompliance with the Specifications, rejection (“Reject” or “Rejection”) of the Services. If the University Rejects the Servicesdays after such submission, the University will parties shall provide the Mediator with all pertinent information and documentation relating to the Ported Software (including, without limitation, all development and testing documentation), provided that the Mediator has executed a written list of items that must be correctednondisclosure agreement. On receipt of the University’s notice, Supplier will promptly commence, at no additional cost or charge Each party shall also submit its arguments and supporting evidence to the University, all reasonable efforts to complete, as quickly as possible and in any event Mediator within twenty (20) days (or such other period as may be agreed upon by the Parties in writing) from receipt of the University’s notice, such necessary corrections, repairs and modifications to the Services to bring them into full compliance with the Specifications. (c) If any corrective measures are required under Section 4.2(b), upon completion of all such measures, Supplier will notify the University in writing and the process set forth in Section 4.2(a) and Section 4.2(b) will be repeated; provided that if the University determines that the Services, as revised, still do not comply in all material respects with the Specifications, the University may, in its sole discretion: (i) require the Supplier to repeat the correction process set forth in Section 4.2(b) at no additional cost or charge to the University; or (ii) terminate this Agreement for cause. (d) 5-day period. The parties will repeat the foregoing procedure until the University Accepts the Services or elects to terminate this Agreement as provided in Section 4.2(c)(ii) above. If the University so terminates this Agreement, Supplier must refund to the University all sums previously paid to Supplier within Mediator shall have ten (10) Business Days days thereafter to review all pertinent information and documentation relating to the Ported Software, as well as each party's arguments and supporting evidence. During such 10-day period, each party shall be given an opportunity to review the other party's arguments and supporting evidence and submit a response thereto to the Mediator. At the end of such 10-day period, the Mediator shall issue a written decision as to whether the Ported Software meets the Acceptance Criteria, based on his or her review of all pertinent information and documentation relating to the Ported Software and the arguments, supporting evidence and responses of the University’s parties. The costs of engaging the Mediator shall be borne equally by the parties. Upon said written notice decision by the Mediator, the parties hereto shall execute and deliver to each other a written statement endorsing and accepting the Mediator's decision and confirming that the Mediator's decision shall be deemed to be a final and legally binding agreement and conclusion of terminationthe parties as to whether the Ported Software meets the Acceptance Criteria. Troika and JNI hereby expressly agree that such agreement and conclusion shall not be subject to further arbitration, and the University will be relieved of all obligations thereunderlitigation or any other dispute resolution proceedings.