Common use of Acceptance of the Deliverables Clause in Contracts

Acceptance of the Deliverables. TEL shall use all commercially reasonable efforts to deliver the CATS Falcon Driver, CATS Falcon Graphics, CATS Falcon Jobdeck Viewing and the CATS Falcon Inspection Process Program Editor (collectively, the "Deliverables") to KLA for testing on or before November 15, 1991. KLA shall test the Deliverables to assure that they comply with the Falcon Format Specifications and that they pass the acceptance test criteria set forth on Exhibit E to this --------- Agreement (the "Acceptance Criteria"). KLA shall use its best efforts to test the Deliverables and to provide TEL with notice of the results of its testing within thirty (30) days of its receipt of the Deliverables. If the Deliverables conform to the Acceptance Criteria, KLA shall give notice to TEL of such compliance and the Deliverables shall be deemed accepted (the "Acceptance"). In the event that KLA discovers any nonconformities with the Falcon Format Specifications in the Deliverables or the Deliverables do not meet the Acceptance Criteria, KLA will notify TEL in writing and TEL shall use all commercially reasonable efforts to correct such nonconformities and to conform the Deliverables to the Acceptance Criteria within thirty (30) days from the date of notice. If TEL fails to correct the Deliverables so that they comply with the Falcon Format Specifications and the Acceptance Criteria, then KLA may, at its discretion, either (a) give notice to TEL of the nonconformities in the Deliverables or of the failure to meet the Acceptance Criteria and provide TEL with a period of time to correct such nonconformities and conform to the Acceptance Criteria; provided, however, that such period of time shall not exceed eight (8) months; (b) cancel this Agreement, pursuant to Section 17.5 below, by providing notice to TEL or (c) negotiate with TEL to reduce the royalty payments (as set forth in Section 6 below) by an amount to be mutually determined by the parties.