Common use of Testing and Acceptance Clause in Contracts

Testing and Acceptance. 4.1 Unless the Cable containing the Licensee Fibers along Route is constructed and the connections made at the Demarcation Point within sixty (60) days of the Effective Date, at which time the Licensee Fibers shall be deemed available for testing, the Parties agree to meet and exchange general construction milestone schedules showing important coordination dates within thirty (30) days from the Effective Date of this Agreement. Such schedules will include, at a minimum, anticipated Cable installation (if any), splicing, and accompanied inspection dates. On or about the date on which fibers are available for testing, the Licensor will provide to the Licensee notice of availability. The Licensee will complete its inspection and testing within ten (10) business days of receipt of the Licensor’s notice of availability. The standards set forth in Exhibit A shall govern acceptance. 4.2 The Licensee’s Acceptance of the Cable containing the Licensee Fibers or written notice of deficiencies will not be unreasonably withheld, conditioned or delayed. If the Licensee does not provide a written notice of Acceptance or does not provide a list of deficient items within thirty (30) days after the notice of availability, a Cable will conclusively be presumed to have been accepted by the Licensee . 4.3 In the event deficiencies are identified by either Party prior to Acceptance, the Licensee, at its option, may Conditionally Accept the Cable, and upon such Conditional Acceptance, the Licensor will correct any such deficiencies within thirty (30) days of being notified of such deficiencies, provided the hardware or other material needed to correct the deficiency is reasonably deliverable and/or installable within the thirty (30) day period. If not able to correct the deficiency(ies) within the thirty (30) day period, Licensor shall diligently work to correct the deficiency(ies) as soon thereafter as possible. Upon completion of correcting the Licensee Fibers and re-testing same, Licensor shall provide notice of availability for Licensee testing and the Parties shall follow the same procedures as provided in this Article 4 for accepting the Licensee Fibers. If Licensor is unable to correct the deficiencies within sixty (60) days of being notified of same by Licensee, either party may terminate this Agreement without liability to either party. Licensor shall refund any Yearly Fees paid by Licensee prior to such termination under this Section 4.3.

Testing and Acceptance. 4.1 Unless (a) The Services and each shipment of Deliverables shall be subject to acceptance quality level (“AQL”) testing in accordance with SDM’s standard, market-accepted testing procedures. AQL testing may be conducted upon all Services or Deliverables or upon representative samples, in accordance with such SDM procedures or as otherwise agreed by the Cable containing parties and set forth in the Licensee Fibers along Route is constructed applicable the Statement of Work. (b) SDM shall provide a list of test equipment and standard test procedures to be used by SDM for AQL testing for Intuit’s approval, which approval shall not be unreasonably withheld. SDM shall conduct AQL tests in accordance with such test procedures prior to shipment. SDM shall replace, prior to shipment, each Deliverable which fails the connections made at the Demarcation Point within sixty (60) days AQL test. A complete record of the Effective Datetests performed shall be kept by SDM in accordance with the SDM Certified Quality System and made available to Intuit upon request. A representative of Intuit may, upon request and at which time Intuit’s sole expense, witness the Licensee Fibers AQL tests carried out by SDM, but Intuit’s failure to witness such tests shall not be deemed to be acceptance of the Services or Deliverables or grounds for refusing to accept any Services or Deliverable. (c) Services and Deliverables shall be subject to inspection and testing by Intuit at Intuit’s sole expense and at all reasonable times and places, including during the manufacture of such Deliverables. For the purposes of this Agreement, a Service or Deliverable shall be deemed available for testing“Defective” in the event such Service or Deliverable does not conform to the mutually agreed upon applicable specification. SDM shall reasonably assist Intuit’s personnel in the conduct of any such inspection. Such inspections shall in no way relieve SDM of its obligation to deliver conforming Services and Deliverables or waive Intuit’s right of inspection and acceptance after the Deliverables are shipped. Intuit may, but shall not be required to, perform its own AQL testing upon Deliverables shipped by SDM. Intuit shall advise SDM of Defects in the Parties agree Deliverables within 30 days after receipt of a shipment. Intuit shall have the right to meet reject (a) any Deliverable that has a Defect, and exchange general construction milestone schedules showing important coordination dates (b) the entire shipment (a “Defective Shipment”) if the shipment, when inspected, has Defects higher than the percentage specified with respect to such Deliverables in the Statement of Work. Intuit’s return of any rejected Defective Deliverable shall be directed to the location in the continental United States designated by SDM. Following receipt of the Defective Deliverable or the Defective Shipment, as the case may be, by SDM, SDM agrees to make all commercially reasonable efforts to replace the Defective Deliverable and ship such replaced Defective Deliverable to Intuit within thirty five (305) days from the Effective Date of this Agreementdate such Defective Deliverables are received by SDM. Such schedules will include, at Unless SDM requests shipment by a minimum, anticipated Cable installation (if any), splicingdesignated carrier “freight collect,” inbound shipping charges shall be prepaid by Intuit and shall be reimbursed by SDM, and accompanied inspection datesSDM shall be responsible for outbound shipping charges. On or about In the date on which fibers are available for testingevent SDM is unable to perform such replacement within the aforementioned time period, the Licensor will SDM shall provide to the Licensee Intuit with written notice of availabilitysuch failure, which notice shall include both an explanation for the cause of such delay and what measures SDM has taken to correct such problem. The Licensee will complete SDM further agrees that in the event SDM is unable to perform such replacement within the aforementioned time period, SDM shall make its inspection and testing best efforts to replace such Defective Deliverables within ten (10) business days of receipt of from the Licensordate such Defective Deliverables are received by SDM. Intuit’s notice of availability. The standards set forth in Exhibit A shall govern acceptance. 4.2 The Licensee’s Acceptance of the Cable containing the Licensee Fibers or written notice of deficiencies will not be unreasonably withheld, conditioned or delayed. If the Licensee does not provide a written notice of Acceptance or does not provide a list of deficient items within thirty (30) days after the notice of availability, a Cable will conclusively be presumed to have been accepted by the Licensee . 4.3 In the event deficiencies are identified by either Party prior to Acceptance, the Licensee, at its option, may Conditionally Accept the Cable, and upon such Conditional Acceptance, the Licensor will correct any such deficiencies within thirty (30) days of being notified of such deficiencies, provided the hardware or other material needed to correct the deficiency is reasonably deliverable and/or installable within the thirty (30) day period. If not able to correct the deficiency(ies) within the thirty (30) day period, Licensor shall diligently work to correct the deficiency(ies) as soon thereafter as possible. Upon completion of correcting the Licensee Fibers and re-testing same, Licensor shall provide notice of availability for Licensee testing and the Parties shall follow the same procedures as provided in this Article 4 for accepting the Licensee Fibers. If Licensor is unable to correct the deficiencies within sixty (60) days of being notified of same by Licensee, either party may terminate this Agreement without liability to either party. Licensor shall refund any Yearly Fees paid by Licensee prior to such termination rights under this Section 4.3shall be in addition to such other rights Intuit may have at law or equity or under any other agreement. Defective Deliverables that are returned to SDM shall not be deemed to be delivered for purposes of this Agreement or any separate Statement of Work until replacement Deliverables are properly delivered by SDM. The parties agree that in the event SDM is required under this section to make its “best efforts” to replace a Defective Deliverable, SDM shall be required to pay for expedited shipping, but that in no event shall SDM be required to pay more than 5X (five times) its regular shipping costs to fulfill such “best efforts” requirement.

Testing and Acceptance. 4.1 Unless 5.1 The Goods must conform to these Conditions, the Cable containing Order, the Licensee Fibers along Route Scope of Work and any other relevant document describing the Goods, as agreed in the Contract. 5.2 The Supplier must ensure that the Goods correspond with standards (British, International or industry) when indicated on the Scope of Work and it is constructed the responsibility of the Supplier to obtain and ensure that the most up to date issue of that standard is being used. 5.3 Intertek (or any representative of Intertek) has the right to inspect and test the Goods at any reasonable time before the Goods are delivered and the connections made Supplier will arrange for reasonable facilities at and access to the premises (or the premises of any sub- contractor, where applicable) where the Goods are located. Any inspection by Intertek does not relieve the Supplier of any liability nor does it imply that Intertek has accepted the Goods. 5.4 If, when the Goods are inspected or tested, Intertek (or any representative of Intertek), in its reasonable opinion, believes that the Goods do not conform to the Order, the Scope of Work, or any specifications supplied or advised by Intertek to the Supplier, Intertek will inform the Supplier accordingly and the Supplier must immediately take any necessary action to ensure conformity. 5.5 If requested to do so by Intertek, the Supplier will give Intertek adequate notice of any Goods testing to be carried out by the Supplier itself (which Intertek is entitled to attend) and will provide Intertek with any test certificates as Intertek or its customers may reasonably require. 5.6 In accordance with Condition 5.1, any inspection, testing or attendance by Intertek (or any representative of Intertek) does not relieve the Supplier of any obligations or liability under the contract and does not imply any acceptance of the Goods by Intertek. 5.7 Where the Supplier is supplying any raw materials it shall be responsible for ensuring that such materials meet all relevant specifications. The Supplier will be responsible for maintaining detailed records of the composition of such materials, including the results of all tests carried out to establish the composition from time to time. 5.8 Intertek shall have the right to carry out such tests as Intertek may reasonably determine upon delivery or installation of Goods, or any element of the Goods, to determine whether they meet the Order, the Scope of Work and Intertek's reasonable requirements. Where any such element fails any such test then, acting reasonably (and taking into account the severity of the failure), Intertek may (in addition to any other right or remedy available to it under this Contract or at law) either: 5.8.1 require the Supplier to promptly remedy the cause of the failure at the Demarcation Point within sixty (60) days Supplier's sole cost and resubmit the element to Intertek for re-testing; or 5.8.2 terminate the Contract by reason of the Effective Date, at which time the Licensee Fibers shall be deemed available for testing, the Parties agree to meet and exchange general construction milestone schedules showing important coordination dates within thirty (30) days from the Effective Date of this Agreement. Such schedules will include, at a minimum, anticipated Cable installation (if any), splicing, and accompanied inspection dates. On or about the date on which fibers are available for testing, the Licensor will provide such failure without further liability to the Licensee notice of availability. The Licensee will complete its inspection and testing within ten (10) business days of receipt of the Licensor’s notice of availability. The standards set forth in Exhibit A shall govern acceptanceSupplier. 4.2 The Licensee’s Acceptance of the Cable containing the Licensee Fibers or written notice of deficiencies will not be unreasonably withheld, conditioned or delayed. If the Licensee does not provide a written notice of Acceptance or does not provide a list of deficient items within thirty (30) days after the notice of availability, a Cable will conclusively be presumed to have been accepted by the Licensee . 4.3 In the event deficiencies are identified by either Party prior to Acceptance, the Licensee, at its option, may Conditionally Accept the Cable, and upon such Conditional Acceptance, the Licensor will correct any such deficiencies within thirty (30) days of being notified of such deficiencies, provided the hardware or other material needed to correct the deficiency is reasonably deliverable and/or installable within the thirty (30) day period. If not able to correct the deficiency(ies) within the thirty (30) day period, Licensor shall diligently work to correct the deficiency(ies) as soon thereafter as possible. Upon completion of correcting the Licensee Fibers and re-testing same, Licensor shall provide notice of availability for Licensee testing and the Parties shall follow the same procedures as provided in this Article 4 for accepting the Licensee Fibers. If Licensor is unable to correct the deficiencies within sixty (60) days of being notified of same by Licensee, either party may terminate this Agreement without liability to either party. Licensor shall refund any Yearly Fees paid by Licensee prior to such termination under this Section 4.3.

Testing and Acceptance. 4.1 Unless the Cable containing the Licensee Fibers along Route is constructed and the connections made at the Demarcation Point within sixty (60) days Acceptance tests of the Effective Date, at which time goods by Buyer and training of Buyer’s personnel by HTS&E will be accomplished prior to shipment of the Licensee Fibers goods by HTS&E or shall be deemed available for testing, the Parties agree to meet and exchange general construction milestone schedules showing important coordination dates within thirty (30) days from the Effective Date considered waived. Buyer’s execution of this Agreementany acceptance or installation completion form provided by HTS&E shall be conclusive evidence of such. Such schedules will include, at a minimum, anticipated Cable installation (if any), splicing, and accompanied inspection dates. On or about the date on which fibers are available for testing, the Licensor will provide to the Licensee Written notice of availability. The Licensee will complete its inspection and testing any nonacceptance of the goods by Buyer must be delivered to HTS&E within ten (10) business days of receipt of the Licensor’s notice of availability. The standards set forth in Exhibit A shall govern acceptance. 4.2 The Licensee’s Acceptance of the Cable containing the Licensee Fibers or written notice of deficiencies will not be unreasonably withheld, conditioned or delayed. If the Licensee does not provide a written notice of Acceptance or does not provide a list of deficient items within thirty (30) days after installation has been substantially completed or shall be considered waived. Use and Safety. There are no representations or warranties by HTS&E that the notice goods sold hereunder comply with the requirements of availabilityfederal, a Cable will conclusively be presumed state and local laws and industrial codes. Buyer acknowledges that it is Buyer’s responsibility to have been accepted provide proper safety devices and equipment for the particular application or use intended by Buyer so as to protect the Licensee . 4.3 In the event deficiencies operator and others from harm and to comply with all federal, state and local government laws, rules and regulations relating to safety standards and all industry safety standards. STATEMENT OF DISCLAIMER. WITH RESPECT TO EACH COMPONENT OF A NEW GOOD ASSEMBLED BY HTS&E, OR EACH NEW GOOD SOLD, BUT NOT MADE BY HTS&E, THE MANUFACTURER’S WARRANTY, IF ANY, CONSTITUTES THE SOLE WARRANTY WITH RESPECT TO THE SALE OF SUCH ITEM. WITH RESPECT TO EACH SUCH COMPONENT OR GOOD, HTS&E HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Design or Technical Consultation. All design or technical consultation, advice, recommendations and services of HTS&E are identified by either Party prior to Acceptancebased upon Buyer’s specifications and NO EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION IF GIVEN BY HTS&E INCLUDING, the LicenseeBUT NOT LIMITED TO, at its option, may Conditionally Accept the Cable, and upon such Conditional Acceptance, the Licensor will correct any such deficiencies within thirty (30) days of being notified of such deficiencies, provided the hardware or other material needed to correct the deficiency is reasonably deliverable and/or installable within the thirty (30) day periodMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. If not able to correct the deficiency(ies) within the thirty (30) day period, Licensor shall diligently work to correct the deficiency(ies) as soon thereafter as possible. Upon completion of correcting the Licensee Fibers and re-testing same, Licensor shall provide notice of availability for Licensee testing and the Parties shall follow the same procedures as provided in this Article 4 for accepting the Licensee Fibers. If Licensor is unable to correct the deficiencies within sixty (60) days of being notified of same by Licensee, either party may terminate this Agreement without liability to either party. Licensor shall refund any Yearly Fees paid by Licensee prior to such termination under this Section 4.3.HTS&E assumes no obligation

Testing and Acceptance. 4.1 Unless (a) Subscriber may use each KSC Application on a test basis during the Cable containing applicable Test Period to determine whether the Licensee Fibers along Route KSC Application is constructed in Subscriber's sole judgment suitable for use in Subscriber's business. On or before the last day of such Test Period, Subscriber shall Accept or reject the KSC Application. Testing and acceptance procedures for products and services other than KSC Applications shall be specified in the connections made at applicable Attachment. (b) KSC will provide Support for a KSC Application during the Demarcation Point within sixty applicable Test Period as provided in Section 8(b) from 8:00 a.m. to 5:00 p.m. Central time on each Business Day as specified in the applicable Implementation Plan. (60c) days Subscriber agrees to provide KSC with reports of any Error or Problem occurring during a Test Period, in sufficient detail to permit KSC to analyze the Error or Problem and seek to provide a Correction. For the purpose of analyzing such Error or Problem and attempting to develop Corrections, Subscriber agrees to provide KSC with such information relating to the Error or Problem as KSC may reasonably request. (d) In the event Subscriber notifies KSC prior to the expiration of the Effective DateTest Period for a KSC Application that such KSC Application is rejected, at which time KSC will use reasonable efforts to correct the Licensee Fibers shall be deemed available for testing, the Parties agree Error or Problem. If a covered Error or Problem is not corrected to meet and exchange general construction milestone schedules showing important coordination dates Subscriber's satisfaction within thirty (30) calendar days from following notice under this paragraph, Subscriber may discontinue use of the Effective Date of this Agreement. Such schedules will include, at a minimum, anticipated Cable installation (if anyKSC Application and comply with Section 17(c), splicing, and accompanied inspection dates. On or about shall then be entitled to a refund of the date on which fibers are available Monthly Fee for testing, the Licensor will provide such KSC Application specified in Attachment 1 with respect to the Licensee notice of availability. The Licensee will complete its inspection and testing within ten (10) business days of receipt of the Licensor’s notice of availability. The standards set forth in Exhibit A shall govern acceptance. 4.2 The Licensee’s Acceptance of the Cable containing the Licensee Fibers or written notice of deficiencies will not be unreasonably withheld, conditioned or delayed. If the Licensee does not provide a written notice of Acceptance or does not provide a list of deficient items within thirty (30) days after the notice of availability, a Cable will conclusively be presumed applicable Test Period actually been paid by Subscriber to have been accepted by the Licensee . 4.3 In the event deficiencies are identified by either Party prior to Acceptance, the Licensee, at its option, may Conditionally Accept the Cable, and upon such Conditional Acceptance, the Licensor will correct any such deficiencies within thirty (30) days of being notified of such deficiencies, provided the hardware or other material needed to correct the deficiency is reasonably deliverable and/or installable within the thirty (30) day period. If not able to correct the deficiency(ies) within the thirty (30) day period, Licensor shall diligently work to correct the deficiency(ies) as soon thereafter as possible. Upon completion of correcting the Licensee Fibers and re-testing same, Licensor shall provide notice of availability for Licensee testing and the Parties shall follow the same procedures as provided in this Article 4 for accepting the Licensee Fibers. If Licensor is unable to correct the deficiencies within sixty (60) days of being notified of same by Licensee, either party may terminate KSC under this Agreement without liability to either partyfor the rejected KSC Application. Licensor shall refund any Yearly Fees paid by Licensee prior to such termination under this Section 4.3THE PROVISIONS OF THIS PARAGRAPH SHALL BE SUBSCRIBER'S EXCLUSIVE REMEDY FOR ANY REJECTION OF ANY KSC APPLICATION, OR FOR ANY FAILURE OF A KSC APPLICATION TO OPERATE IN ANTY PARTICULAR MANNER DURING THE TEST PERIOD.

Testing and Acceptance. 4.1 Unless 5.1 The Services must conform to these Conditions, the Cable containing Order, the Licensee Fibers along Route Scope of work and any other relevant document describing the Services, as agreed in the Contract. 5.2 The Supplier must ensure that the Services correspond with standards (British, International or industry) when indicated on the Scope of works and it is constructed the responsibility of the Supplier to obtain and ensure that the most up to date issue of that standard is being used. 5.3 Intertek (or any representative of Intertek) has the right to inspect and test outputs from the Services or Services being provided at any reasonable time before the provision of Services is completed and the connections made Supplier will arrange for reasonable facilities at and access to the premises (or the premises of any sub-contractor, where applicable) where the Services are supplied. Any inspection by Intertek does not relieve the Supplier of any liability nor does it imply that Intertek has accepted the Services or any outputs or deliverables. 5.4 If, when the outputs from the Services or Services being provided are inspected or tested, Intertek (or any representative of Intertek), in its reasonable opinion, believes that the Services do not conform to the Order, the Scope of work or any specifications supplied or advised by Intertek to the Supplier, Intertek will inform the Supplier accordingly and the Supplier must immediately take any necessary action to ensure conformity. 5.5 If requested to do so by Intertek, the Supplier will give Intertek adequate notice of any Services testing to be carried out by the Supplier itself (which Intertek is entitled to attend) and will provide Intertek with any test certificates as Intertek or its customers may reasonably require. 5.6 In accordance with Condition 5.3, any inspection, testing or attendance by Intertek (or any representative of Intertek) does not relieve the Supplier of any obligations or liability under the Contract and does not imply any acceptance of the Services by Intertek. 5.7 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services for a period of seven years after the expiry or termination of the Agreement, and shall allow Intertek to inspect such records at all reasonable times on request. 5.8 To the extent that any element of the Services is in the nature of an implementation, installation, deployment or other service which results in the delivery of deliverables or outputs intended for use by Intertek, Intertek shall have the right to carry out such tests as Intertek may reasonably determine upon such deliverables or outputs to determine whether they meet the Scope of work and Intertek's reasonable requirements. Where any such element fails any such test then, acting reasonably (and taking into account the severity of the failure), Intertek may (in addition to any other right or remedy available to it under this Contract or at law) either: 5.8.1 require the Supplier to promptly remedy the cause of the failure at the Demarcation Point within sixty (60) days Supplier's sole cost and resubmit the element to Intertek for re-testing; or 5.8.2 terminate the Contract by reason of the Effective Date, at which time the Licensee Fibers shall be deemed available for testing, the Parties agree to meet and exchange general construction milestone schedules showing important coordination dates within thirty (30) days from the Effective Date of this Agreement. Such schedules will include, at a minimum, anticipated Cable installation (if any), splicing, and accompanied inspection dates. On or about the date on which fibers are available for testing, the Licensor will provide such failure without further liability to the Licensee notice of availability. The Licensee will complete its inspection and testing within ten (10) business days of receipt of the Licensor’s notice of availability. The standards set forth in Exhibit A shall govern acceptanceSupplier. 4.2 The Licensee’s Acceptance of the Cable containing the Licensee Fibers or written notice of deficiencies will not be unreasonably withheld, conditioned or delayed. If the Licensee does not provide a written notice of Acceptance or does not provide a list of deficient items within thirty (30) days after the notice of availability, a Cable will conclusively be presumed to have been accepted by the Licensee . 4.3 In the event deficiencies are identified by either Party prior to Acceptance, the Licensee, at its option, may Conditionally Accept the Cable, and upon such Conditional Acceptance, the Licensor will correct any such deficiencies within thirty (30) days of being notified of such deficiencies, provided the hardware or other material needed to correct the deficiency is reasonably deliverable and/or installable within the thirty (30) day period. If not able to correct the deficiency(ies) within the thirty (30) day period, Licensor shall diligently work to correct the deficiency(ies) as soon thereafter as possible. Upon completion of correcting the Licensee Fibers and re-testing same, Licensor shall provide notice of availability for Licensee testing and the Parties shall follow the same procedures as provided in this Article 4 for accepting the Licensee Fibers. If Licensor is unable to correct the deficiencies within sixty (60) days of being notified of same by Licensee, either party may terminate this Agreement without liability to either party. Licensor shall refund any Yearly Fees paid by Licensee prior to such termination under this Section 4.3.

Testing and Acceptance. 4.1 Unless 7.1 The Licensee shall supply to the Cable containing Licensor immediately after installation of the Licensed Programs, test data which in the reasonable opinion of the parties is suitable to test whether the Licensed Programs are in accordance with the Specification, together with the results expected to be achieved by processing such test data using the Licensed Programs. The Licensor shall not be entitled to object to such test data or expected results unless the Licensor can demonstrate to the Licensee Fibers along Route is constructed that they are not suitable for testing the Licensed Programs as aforesaid, in which event the Licensee shall make any reasonable amendments to such test data and expected results as the connections made at Licensor may request. Subject to the Demarcation Point within sixty (60) days receipt of such test data and expected results, the Licensor shall process such data, in the presence of the Effective DateLicensee or its authorised representative, on the Equipment using the Licensed Programs by way of acceptance testing within 7 days after such receipt at which a time mutually convenient to both parties. 7.2 The Licensee shall accept the Licensed Programs immediately after the Licensor has demonstrated that the Licensed Programs have correctly processed the test data by achieving the expected results. 7.3 In the event of failure of the Licensed Programs to pass the tests referred to in clause 7.1 the Licensor shall and in any event not later than 7 days following notification of the relevant failure at its own expense correct the errors in the Licensed Programs and notify the Licensee Fibers that it is ready to repeat the tests and such tests shall be repeated within 7 days after such notice at a time mutually convenient to both parties. 7.4 In the event of failure of the Licensed Programs to pass the repeat tests referred to in clause 7.3 the Licensee shall be entitled to terminate this Agreement or, by notice to the Licensor within 3 days require the Licensor to correct the errors in the Licensed Programs in which event the provisions of clause 7.3 shall, mutatis mutandis, apply. 7.5 Notwithstanding the above, installation of the Licensed Programs shall be deemed available for testing, to be completed and the Parties agree Licensed Programs shall be deemed to meet and exchange general construction milestone schedules showing important coordination dates within thirty (30) days from the Effective Date of this Agreement. Such schedules will include, at a minimum, anticipated Cable installation (if any), splicing, and accompanied inspection dates. On or about the date on which fibers are available for testing, the Licensor will provide to the Licensee notice of availability. The Licensee will complete its inspection and testing within ten (10) business days of receipt be accepted upon successful execution of the Licensor’s notice of availability. The standards set forth in Exhibit A shall govern acceptance. 4.2 The Licensee’s Acceptance of tests referred to above or when the Cable containing the Licensee Fibers or written notice of deficiencies will not be unreasonably withheld, conditioned or delayed. If the Licensee does not provide a written notice of Acceptance or does not provide a list of deficient items within thirty (30) days after the notice of availability, a Cable will conclusively be presumed to Licensed Programs have been accepted by put into operational use, whichever is the Licensee earlier. 4.3 In the event deficiencies are identified by either Party prior to Acceptance, the Licensee, at its option, may Conditionally Accept the Cable, and upon such Conditional Acceptance, the Licensor will correct any such deficiencies within thirty (30) days of being notified of such deficiencies, provided the hardware or other material needed to correct the deficiency is reasonably deliverable and/or installable within the thirty (30) day period. If not able to correct the deficiency(ies) within the thirty (30) day period, Licensor shall diligently work to correct the deficiency(ies) as soon thereafter as possible. Upon completion of correcting the Licensee Fibers and re-testing same, Licensor shall provide notice of availability for Licensee testing and the Parties shall follow the same procedures as provided in this Article 4 for accepting the Licensee Fibers. If Licensor is unable to correct the deficiencies within sixty (60) days of being notified of same by Licensee, either party may terminate this Agreement without liability to either party. Licensor shall refund any Yearly Fees paid by Licensee prior to such termination under this Section 4.3.