Common use of User Acceptance Testing Clause in Contracts

User Acceptance Testing. Within the time frame specified in the applicable Task Order Schedule, Contractor shall deliver to Client a UAT Plan for pre-live testing, including regression testing (“User Acceptance Testing”) of the Software Deliverable that is delivered upon completion of each Task Order (“Task Order Deliverable”), which shall be based upon and incorporate the applicable Acceptance Criteria for each Deliverable included therein. The UAT Plan is a Deliverable subject to Evaluation and Acceptance pursuant to Section 6.2(c)(i). With respect to each Task Order, Contractor shall deliver (or, as applicable, provide access to) the Task Order Deliverable to Client for User Acceptance Testing. Client shall Evaluate such Task Order Deliverable in accordance with the applicable UAT Plan and report, in writing, to Contractor either (A) its Acceptance of such Task Order Deliverable; or (B) its rejection of such Task Order Deliverable setting out in reasonable detail the Defects that constitute the basis for rejection, to the extent that such Defects are discovered upon Evaluation. If Client rejects such Task Order Deliverable, Contractor will Resolve (1) all Severity Level 1 Defects, (2) all Severity Level 2 Defects, provided that with respect to such Task Order Deliverable for which Client identifies a Severity Level 2 Defect, Client may permit Contractor to implement a Workaround until Initial Acceptance at which time Contractor must have permanently Resolved all such Severity Level 2 Defects, and (3) any other Defects, other than Severity ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ Defects, identified by Client in accordance with its Evaluation of such Task Order Deliverable that, individually or in the aggregate (x) have a material adverse impact on any use or operation of the Integrated System and/or any member of the user community’s interface with the Integrated System, or (y) arise as a result of a failure of such Task Order Deliverable to conform in all material respects to the applicable Acceptance Criteria, provided that with respect to such Task Order Deliverable for which Client identifies such other Defects, Client may permit Contractor to implement a Workaround until Initial Acceptance at which time Contractor must have permanently Resolved all such other Defects, each as identified as the basis for rejection within the timeframes specified in Section 6.2(d) below, and re-deliver the revised Task Order Deliverable to Client within the timeframes specified in Section 6.2(d) below. Following such re-delivery by Contractor, Client shall Evaluate the revised Task Order Deliverable in accordance with the process identified in this Section 6.2(c)(iii). When all Defects that constituted the basis for rejection have been Resolved by Contractor in accordance with the terms of this Section 6.2(c)(iii), or the parties have agreed in writing that any of such Defects will be Resolved at a later date, Client shall provide Contractor with written notice of its Acceptance of such Task Order Deliverable, provided that Contractor shall be obligated to Resolve all Defects with respect to such Task Order Deliverable remaining, pursuant to the terms of this Section 6.2(c)(iii), as of the date of such Acceptance within the twelve (12) month period immediately following Acceptance by Client hereunder. Immediately following the Acceptance of each applicable Task Order Deliverable, Contractor and Client shall make a recommendation to the OSC regarding whether or not such Task Order Deliverable should be put into production. Such recommendation shall include information regarding the results of the User Acceptance Testing, conversion readiness, infrastructure readiness, end-user readiness and any dissents, and the reasons therefor, from the majority’s recommendation. The OSC shall indicate to Contractor in writing if such Task Order Deliverable will be put into production. In the event that a test activity or series of test activities cannot be executed by Client under this Section 6.2(c) because of the severity of Defects and/or the substantial amount of Defects, failure to execute such test activity or test activities shall not be a Client Delay. However, Client shall use commercially reasonable efforts to execute other test activities that can be executed.

User Acceptance Testing. Within ‌ 18.1. On successful completion of the time frame Business Development Tests the Supplier shall provide the Customer with such configuration Documentation, reports, handover workshops, training plans and training materials as are specified in the applicable Task Order SchedulePID. The Supplier shall ensure that these are sufficient to enable the Customer to properly understand, Contractor test and operate the relevant Solution. 18.2. For each Solution that has passed Business Development Tests the Customer shall deliver to Client a UAT Plan for pre-live testing, including regression testing (“then carry out the User Acceptance TestingTests as provided by the Customer to the supplier in clause 14.2. The Customer shall give the Supplier at least 5 Business Days’ notice of the dates on which the User Acceptance Tests are to be carried out. Where requested by the Customer and as specified in the Statement of Works, the Supplier shall also provide the Customer with such other reasonable assistance in preparing and undertaking User Acceptance Tests or as the Customer reasonably requests. 18.3. The Customer shall accept each Solution upon successful completion of User Acceptance Tests so that the acceptance criteria reasonably specified by the Customer (the “Acceptance Criteria”) of have been passed. If the Software Deliverable that is delivered upon completion of each Task Order Solution fails to pass the User Acceptance Tests, the Supplier shall promptly make such alterations to the Solution as are necessary to enable it to pass the User Acceptance Tests and repeat tests shall then be carried out (“Task Order Deliverable”at the Supplier's cost and expense). Subject to Clause 8.4, which this process shall be based upon and incorporate the applicable Acceptance Criteria for each Deliverable included therein. The UAT Plan is a Deliverable subject to Evaluation and Acceptance pursuant to Section 6.2(c)(i). With respect to each Task Order, Contractor shall deliver (or, as applicable, provide access to) the Task Order Deliverable to Client for User Acceptance Testing. Client shall Evaluate such Task Order Deliverable in accordance with the applicable UAT Plan and report, in writing, to Contractor either (A) its Acceptance of such Task Order Deliverable; or (B) its rejection of such Task Order Deliverable setting out in reasonable detail the Defects that constitute the basis for rejection, to the extent that such Defects are discovered upon Evaluation. If Client rejects such Task Order Deliverable, Contractor will Resolve (1) all Severity Level 1 Defects, (2) all Severity Level 2 Defects, provided that with respect to such Task Order Deliverable for which Client identifies a Severity Level 2 Defect, Client may permit Contractor to implement a Workaround repeated until Initial Acceptance at which time Contractor must have permanently Resolved all such Severity Level 2 Defects, and (3) any other Defects, other than Severity ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ Defects, identified by Client in accordance with its Evaluation of such Task Order Deliverable that, individually or in the aggregate (x) have a material adverse impact on any use or operation of the Integrated System and/or any member of the user community’s interface with the Integrated System, or (y) arise as a result of a failure of such Task Order Deliverable to conform in all material respects to the applicable Acceptance Criteria, provided that with respect to such Task Order Deliverable for which Client identifies such other Defects, Client may permit Contractor to implement a Workaround until Initial Acceptance at which time Contractor must have permanently Resolved all such other Defects, each as identified as the basis for rejection within the timeframes specified in Section 6.2(d) below, and re-deliver the revised Task Order Deliverable to Client within the timeframes specified in Section 6.2(d) below. Following such re-delivery by Contractor, Client shall Evaluate the revised Task Order Deliverable in accordance with the process identified in this Section 6.2(c)(iii). When all Defects that constituted the basis for rejection have been Resolved by Contractor in accordance with the terms of this Section 6.2(c)(iii), or the parties have agreed in writing that any of such Defects will be Resolved at a later date, Client shall provide Contractor with written notice of its Acceptance of such Task Order Deliverable, provided that Contractor shall be obligated to Resolve all Defects with respect to such Task Order Deliverable remaining, pursuant to the terms of this Section 6.2(c)(iii), as of the date of such Acceptance within the twelve (12) month period immediately following Acceptance by Client hereunder. Immediately following the Acceptance of each applicable Task Order Deliverable, Contractor and Client shall make a recommendation to the OSC regarding whether or not such Task Order Deliverable should be put into production. Such recommendation shall include information regarding the results of the User Acceptance TestingTests satisfy the Acceptance Criteria. 18.4. Where the User Acceptance Tests satisfy the Acceptance Criteria but have nevertheless identified some defects or errors or non-conformances with the Specifications, conversion readinessthe Parties shall agree (such agreement not to be unreasonably withheld or delayed) which of these defects/errors or non-conformances shall be remedied subject to Clause 21 and a reasonable timetable for them to be remedied, infrastructure readiness, end-user readiness taking into account the seriousness of each issue and any dissents, and its likely impact on the reasons therefor, from usability of the majority’s recommendationSolution. The OSC Supplier shall indicate to Contractor then remedy the agreed defects/errors or non-conformances in writing if such Task Order Deliverable will be put into productionaccordance with that timetable. 18.5. In For the event that a test activity or series avoidance of test activities cannot be executed by Client under this Section 6.2(c) because doubt, “acceptance” and "passing of tests" shall denote that, at the severity of Defects and/or relevant date, the substantial amount of Defects, failure to execute such test activity or test activities Solution was in apparent compliance with the Specifications but shall not be a Client Delay. However, Client shall use commercially reasonable efforts operate to execute other test activities waive of any rights or remedies that can be executedeither Party may otherwise have.

User Acceptance Testing. Within On or before the time frame applicable date or dates specified in any PID or Project Document the applicable Task Order Schedule, Contractor Customer and TES shall deliver to Client a UAT Plan conduct workshops in which user acceptance test scripts will be agreed in order for pre-live testing, including regression testing user acceptance tests (“User Acceptance TestingTests”) to be carried out. Unless otherwise agreed it is incumbent on the Customer to document the User Acceptance Test scripts under guidance from TES. The User Acceptance Test scripts should describe test procedures and provide a checklist of expected results against which pass/fail criteria can be determined. User Acceptance Tests should be sufficient to be able to satisfy the Customer that the Software and/or Equipment meet the functional needs set out in the PID or, where a specification is agreed, the specification. If TES, on reasonable grounds, considers that the User Acceptance Tests are not suitable to test whether the Software or Equipment comply with the PID or specification, it shall notify the Customer and request the Customer to make such amendments to the User Acceptance Tests as TES considers reasonably necessary. On the testing date specified in the PID or other Project Document (or as otherwise agreed in writing between the parties), the Customer and TES shall attend the User Acceptance Tests at the relevant Location when the Customer shall process test data comprised within the User Acceptance Test scripts on the Software and/or the Equipment. TES shall, if required by the Customer, give the Customer’s personnel all reasonable assistance in processing such test data. Acceptance of the Software Deliverable that or Equipment (or the relevant part of the Software or Equipment) shall be deemed to have occurred on whichever is delivered upon the earliest of: (a) the expiry of ten days after the completion of each Task Order all the User Acceptance Tests, unless within such period the Customer gives written notice to TES of any non-conformance of the Software or Equipment with the PID or specification; (“Task Order Deliverable”), which shall be based upon and incorporate b) the expiry of ten days after the applicable Acceptance Criteria Software and/or Equipment has been made available for each Deliverable included therein. The UAT Plan is a Deliverable subject to Evaluation and Acceptance pursuant to Section 6.2(c)(i). With respect to each Task Order, Contractor shall deliver (or, as applicable, provide access to) the Task Order Deliverable to Client for User Acceptance Testing. Client shall Evaluate Tests to be carried out, if Acceptance Tests have not started or have not been pursued with due diligence due to a delay caused by the Customer unless such Task Order Deliverable failure results from TES’s failure to co- operate in accordance with the applicable UAT Plan and report, in writing, to Contractor either (A) its performance of the User Acceptance of such Task Order DeliverableTests; or (Bc) the use of the Software and/or the Equipment by the Customer in the normal course of its rejection business. Following successful completion of any User Acceptance Test the Customer shall sign an acceptance certificate for such test if requested by TES. If the Software and/or Equipment fail to pass the User Acceptance Tests, then TES shall determine the cause of any such failure and advise the Customer of such Task Order Deliverable setting cause. The parties shall then agree an appropriate time for repeat tests to be undertaken, provided that, the repeat test under this paragraph shall be carried out in reasonable detail the Defects that constitute the basis for rejection, as soon as practicable (having regard to the extent remedial work that such Defects are discovered upon Evaluationneeds to be undertaken) following the initial User Acceptance Test. If Client rejects the cause of any such Task Order Deliverablefailure is a defect or error in any Third-Party Software, Contractor will Resolve (1) all Severity Level 1 Defects, (2) all Severity Level 2 Defects, provided that with respect TES shall use reasonable endeavours to such Task Order Deliverable for which Client identifies carry out the repeat test within a Severity Level 2 Defect, Client may permit Contractor to implement a Workaround until Initial Acceptance at which reasonable time Contractor must have permanently Resolved all such Severity Level 2 Defects, and (3) any other Defects, other than Severity ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ Defects, identified by Client in accordance with its Evaluation of such Task Order Deliverable that, individually or in the aggregate (x) have a material adverse impact on any use or operation of the Integrated System initial test. If such repeat User Acceptance Tests demonstrate that the Software and/or any member of the user community’s interface Equipment (in whole or part) are still not in compliance with the Integrated System, PID or (y) arise as a result of a failure of such Task Order Deliverable to conform any agreed specification in all material respects primarily as a consequence of a defect or error within the TES Software or Customised Software then the Customer may, by written notice to TES, require TES: (a) to fix a new date or dates for carrying out further User Acceptance Tests on the Software and/or Equipment on the same terms and conditions as the previous tests; (b) if the Software and/or Equipment shall fail such further tests primarily as a consequence of a defect or error within TES Software or Customised Software then the Customer shall be entitled by written notice to TES to accept the Services subject to an amendment to the applicable Acceptance Criteria, provided that with respect Fees. The Parties shall use their respective reasonable endeavours to such Task Order Deliverable for which Client identifies such other Defects, Client may permit Contractor negotiate in good faith in order to implement a Workaround until Initial Acceptance at which time Contractor must have permanently Resolved all such other Defects, each as identified as agree the basis for rejection within the timeframes specified in Section 6.2(d) below, and re-deliver the revised Task Order Deliverable to Client within the timeframes specified in Section 6.2(d) below. Following such re-delivery by Contractor, Client shall Evaluate the revised Task Order Deliverable in accordance with the process identified in this Section 6.2(c)(iii). When all Defects that constituted the basis for rejection have been Resolved by Contractor in accordance with the terms amount of this Section 6.2(c)(iii), or the parties have agreed in writing that any of such Defects will be Resolved at a later date, Client shall provide Contractor with written notice of its Acceptance of such Task Order Deliverable, provided that Contractor shall be obligated to Resolve all Defects with respect to such Task Order Deliverable remaining, pursuant amendment to the terms of Fees and any support or maintenance obligation TES may have under this Section 6.2(c)(iii), as of Agreement. If the date of such Acceptance within Customer notifies TES that the twelve (12) month period immediately following Acceptance by Client hereunder. Immediately following the Acceptance of each applicable Task Order Deliverable, Contractor and Client shall make a recommendation to the OSC regarding whether or not such Task Order Deliverable should be put into production. Such recommendation shall include information regarding the results of Services have passed the User Acceptance TestingTests or the Services are deemed to have passed the User Acceptance Tests under this paragraph, conversion readiness, infrastructure readiness, end-user readiness and then the Customer will have no right to make any dissents, and claim under or otherwise rely upon any warranty given by TES to the reasons therefor, Customer in this Agreement in relation to the conformance of the Software and/or Equipment to the PID and/or any agreed specification or the absence of defects from the majority’s recommendation. The OSC shall indicate Software and/or Equipment, unless the Customer could not reasonably have been expected to Contractor in writing if such Task Order Deliverable will be put into production. In have identified the event that a test activity non-compliant or series of test activities cannot be executed by Client under this Section 6.2(c) because of defective aspects during the severity of Defects and/or the substantial amount of Defects, failure to execute such test activity or test activities shall not be a Client Delay. However, Client shall use commercially reasonable efforts to execute other test activities that can be executedtesting process.