Common use of Acceptance Procedure Clause in Contracts

Acceptance Procedure. 5.1 This section pertains only to Licensees who have entered into a customization agreement for Licensor to deliver agreed customizations to the CARES System. During each Acceptance Period, the Licensee shall carry out the Acceptance Tests. 5.2 The Licensor hereby grants to the Licensee a non-exclusive non-transferable non-sublicensable License to use the CARES System during each Acceptance Period solely for the purpose of conducting the Acceptance Tests. 5.3 The Licensor shall provide to the Licensee all such assistance and co-operation in relation to the carrying out of the Acceptance Tests as the Licensee may reasonably request. 5.4 Before the end of each Acceptance Period, the Licensee shall give to the Licensor a written notice specifying whether the Acceptance Tests have been passed or failed. 5.5 CARES System shall be deemed to have passed the Acceptance Tests only after Licensee completes the testing and signs off. Licensee shall ensure that testing is completed within the Acceptance Period. 5.6 If the Licensee notifies the Licensor that the Acceptance Tests have failed, then the Licensee must provide to the Licensor, at the same time as the giving of the notice, written details of the results of the Acceptance Tests including full details of the identified failure. 5.7 If the Licensee notifies the Licensor that the CARES System has failed the Acceptance Tests, then: (a) if the Licensor agrees with the Licensee that the CARES System has not passed the Acceptance Tests, then the Licensor must correct the issue and re-supply the CARES System to the Licensee before the end of the Remedy Period; or (b) if the Licensor disagrees with the Licensee that the CARES System has not passed the Acceptance Tests, then the parties must meet as soon as practicable and in any case before the expiry of the Remedy Period and use their best endeavours to agree on a plan of action reasonably satisfactory to both parties, and they must record any agreement reached in writing. 5.8 If the Licensee notifies the Licensor that the CARES System has passed the Acceptance Tests or the CARES System is deemed to have passed the Acceptance Tests under this Clause 5, then subject to Clause 19.1 the Licensee will have no right to make any claim under or otherwise rely upon any warranty given by the Licensor to the Licensee in this Agreement in relation to the conformance of the CARES System to the CARES System Specification or the absence of CARES System Defects from the CARES System.

Acceptance Procedure. 5.1 This section pertains only to Licensees who have entered into a customization agreement for Licensor to deliver agreed customizations to the CARES System. 4.1 During each Acceptance Period, the Licensee Customer shall carry out the Acceptance Tests. 5.2 4.2 The Licensor hereby grants to the Licensee a non-exclusive non-transferable non-sublicensable License to use the CARES System during each Acceptance Period solely for the purpose of conducting the Acceptance Tests. 5.3 The Licensor Provider shall provide to the Licensee Customer at the Provider's own cost and expense all such assistance and co-operation in relation to the carrying out of the Acceptance Tests as the Licensee Customer may reasonably request. 5.4 4.3 Before the end of each Acceptance Period, the Licensee Customer shall give to the Licensor Provider a written notice specifying whether the Acceptance Tests Hosted Services have been passed or failedfailed the Acceptance Tests. 5.5 CARES System 4.4 If the Customer fails to give to the Provider a written notice in accordance with Clause 4.3, then the Hosted Services shall be deemed to have passed the Acceptance Tests only after Licensee completes Tests. 4.5 If the testing and signs off. Licensee shall ensure Customer notifies the Provider that testing is completed within the Hosted Services have failed the Acceptance Period. 5.6 If the Licensee notifies the Licensor that the Acceptance Tests have failedTests, then the Licensee Customer must provide to the LicensorProvider, at the same time as the giving of the notice, written details of the results of the Acceptance Tests including full details of the identified failure. 5.7 4.6 If the Licensee Customer notifies the Licensor Provider that the CARES System has Hosted Services have failed the Acceptance Tests, then: (a) if the Licensor Provider acting reasonably agrees with the Licensee Customer that the CARES System has Hosted Services do not passed comply with the Acceptance TestsCriteria, then the Licensor Provider must correct the issue and re-supply make available the CARES System corrected Hosted Services to the Licensee Customer before the end of the Remedy PeriodPeriod for a further round of Acceptance Tests; or (b) if the Licensor disagrees with the Licensee that the CARES System has not passed the Acceptance Testsotherwise, then the parties must meet as soon as practicable and in any case before the expiry of the Remedy Period and use their best endeavours to agree on whether the Hosted Services do not comply with the Acceptance Criteria, and if appropriate a plan of action reasonably satisfactory to both parties, and they must record any agreement reached in writing. 5.8 4.7 If the Licensee Customer notifies the Licensor Provider that the CARES System has passed the Acceptance Tests Hosted Services have passed, or the CARES System is are deemed to have passed passed, the Acceptance Tests under this Clause 54, then subject to Clause 19.1 23.1 the Licensee Customer will have no right to make any claim under or otherwise rely upon any warranty given by the Licensor Provider to the Licensee Customer in this Agreement in relation to the conformance specification and performance of the CARES System Hosted Services, unless the Customer could not reasonably have been expected to have identified the CARES System Specification or breach of that warranty during the absence of CARES System Defects from the CARES Systemtesting process.

Acceptance Procedure. 5.1 This section pertains only to Licensees who have entered into 4.1 On completion of the Set Up Services, Syscomm shall provide a customization agreement for Licensor to deliver agreed customizations written Service handover to the CARES SystemCustomer, initiating the Acceptance Period. During each the Acceptance Period, the Licensee Customer shall carry out the Acceptance Tests. 5.2 The Licensor hereby grants to the Licensee a non-exclusive non-transferable non-sublicensable License to use the CARES System during each Acceptance Period solely for the purpose of conducting the Acceptance Tests. 5.3 The Licensor shall provide to the Licensee all such assistance and co-operation in relation to the carrying out of the Acceptance Tests as the Licensee may reasonably request. 5.4 4.2 Before the end of each Acceptance Period, the Licensee Customer shall give to the Licensor Syscomm a written notice specifying whether the Acceptance Tests have been Managed IT Service has passed or failedfailed the Acceptance Tests. 5.5 CARES System 4.3 If the Customer fails to give to Syscomm a written notice in accordance with Clause 4.2, then the Managed IT Service shall be deemed to have passed the Acceptance Tests only after Licensee completes Tests. 4.4 If the testing and signs off. Licensee shall ensure Customer notifies Syscomm that testing is completed within the Managed IT Service has failed the Acceptance Period. 5.6 If the Licensee notifies the Licensor that the Acceptance Tests have failedTests, then the Licensee Customer must provide to the LicensorSyscomm, at the same time as the giving of the notice, written details of the results of the Acceptance Tests including full details of the identified failure. 5.7 4.5 If the Licensee Customer notifies the Licensor Syscomm that the CARES System Managed IT Service has failed the Acceptance Tests, then: (a) if the Licensor ▇▇▇▇▇▇▇ acting reasonably agrees with the Licensee Customer that the CARES System has Managed IT Services have not passed the Acceptance Tests, then the Licensor Syscomm must correct the issue and re-supply make available the CARES System corrected Managed IT Service to the Licensee Customer before the end of the Remedy PeriodPeriod for a further round of Acceptance Tests; or (b) if the Licensor disagrees with the Licensee that the CARES System has not passed the Acceptance Testsotherwise, then the parties must meet as soon as practicable and in any case before the expiry of the Remedy Period and use their best endeavours to agree on whether the Managed IT Service has not passed the Acceptance Tests, and if appropriate agree a plan of action reasonably satisfactory to both parties, and they must record recording any agreement reached in writing. 5.8 If 4.6 Billing for the Licensee notifies Service and the Licensor that Minimum Service Term shall commence from the CARES System has passed date of Service handover, unless the Acceptance Tests or the CARES System Service is deemed to have passed failed the Acceptance Tests under this Clause 5, then subject to Clause 19.1 in which case billing and the Licensee will have no right to make any claim under or otherwise rely upon any warranty given by Minimum Service Term shall commence from the Licensor to the Licensee in this Agreement in relation to the conformance end of the CARES System to the CARES System Specification or the absence of CARES System Defects from the CARES Systemlast Acceptance Period.

Acceptance Procedure. 5.1 This section pertains only The Consultant shall advise the Agency when any Acceptance Item is in such state, form and completeness as to Licensees who have entered into a customization agreement be ready for Licensor to deliver Acceptance Testing. The Consultant shall give such notice on the date specified in the agreed customizations timetable or if such date is not specified, on not less than 5 Working Days' prior to the CARES Systemagreed date for commencing the Acceptance Tests. During each The Agency shall be entitled to attend any Acceptance PeriodTests. Where the Agency has notified the Consultant in writing that a particular Acceptance Test, First Repeat Acceptance Test (as defined below in Paragraph 3.3) or Second Repeat Acceptance Test (as defined below in Paragraph 3.4) must take place in the presence of an Agency representative (a "Monitored Acceptance Test") then the Consultant shall not undertake such Monitored Acceptance Test unless an Agency representative is present or the Agency has waived in writing its requirement to have a representative present. If all or part of the Acceptance Item fails to pass any Acceptance Tests, the Licensee Consultant shall at its own expense carry out the activities required to rectify such failure as soon as reasonably possible and the Acceptance Tests. 5.2 The Licensor hereby grants Item will be submitted to the Licensee a non-exclusive non-transferable non-sublicensable License to use first repeat Acceptance Test ("First Repeat Acceptance Test") within 10 Working Days (or such other period as may be specified by the CARES System during each Acceptance Period solely for the purpose of conducting the Acceptance Tests. 5.3 The Licensor shall provide to the Licensee all such assistance and co-operation in relation to the carrying out of the Acceptance Tests as the Licensee may reasonably request. 5.4 Before the end of each Acceptance Period, the Licensee shall give to the Licensor a written notice specifying whether the Acceptance Tests have been passed or failed. 5.5 CARES System shall be deemed to have passed the Acceptance Tests only Agency) after Licensee completes the testing and signs off. Licensee shall ensure that testing is completed within the Acceptance Period. 5.6 If the Licensee notifies the Licensor that the Acceptance Tests have failed, then the Licensee must provide to the Licensor, at the same time as the giving of the notice, written details of the results of the Acceptance Tests including full details of the identified failure. 5.7 If the Licensee notifies the Licensor that the CARES System has having failed the Acceptance Tests, then: (a) if the Licensor agrees with the Licensee that the CARES System has not passed . If all or part of the Acceptance TestsItem fails to pass the First Repeat Acceptance Test, then the Licensor must correct Consultant shall at its own expense carry out the issue and re-supply the CARES System activities required to the Licensee before the end of the Remedy Period; or (b) if the Licensor disagrees with the Licensee that the CARES System has not passed the Acceptance Tests, then the parties must meet rectify such failure as soon as practicable reasonably possible and in any case before the expiry Acceptance Item will be submitted to a second repeat Acceptance Test ("Second Repeat Acceptance Test") within 10 Working Days (or such other period as may be specified by the Agency) after having failed the First Repeat Acceptance Test. If all or part of the Remedy Period Acceptance Item fails to pass the Second Repeat Acceptance Test, the Agency shall have the right, at its option and use their best endeavours without prejudice to agree on a plan its other rights and remedies, to: request the Consultant to supply, free of action reasonably satisfactory additional charge, such additional, replacement or modified Acceptance Item as may be necessary to both parties, and they must record any agreement reached in writing. 5.8 If enable all or part of the Licensee notifies the Licensor that the CARES System has passed Acceptance Item to pass the Acceptance Tests and to determine a new date for carrying out further tests on the same terms and conditions as the Second Repeat Acceptance Test; accept and retain all or the CARES System is deemed to have passed part of the Acceptance Tests under this Clause 5Item as is, then subject at such reduced price as may be agreed between the Parties (and if the Parties are unable to agree the amount of the reduced price, the amount shall be determined in accordance with the Dispute Resolution Procedure); or reject all or part of the Acceptance Item; or terminate the Agreement pursuant to Clause 19.1 19, considering such failure to pass the Licensee will have no right to make any claim under or otherwise rely upon any warranty given by the Licensor to the Licensee in this Agreement in relation to the conformance of the CARES System to the CARES System Specification or the absence of CARES System Defects from the CARES SystemSecond Repeat Acceptance Test as a material breach.

Acceptance Procedure. 5.1 This section pertains only to Licensees who have entered into a customization agreement for Licensor to deliver agreed customizations to During the CARES System. During each Acceptance Period, a period lasting no longer than 30 calendar days, the Licensee Customer shall carry out the Acceptance Tests. 5.2 . The Licensor hereby grants to the Licensee a non-exclusive non-transferable non-sublicensable License to use the CARES System during each Acceptance Period solely for the purpose of conducting the Acceptance Tests. 5.3 The Licensor Provider shall provide to the Licensee Customer at the Provider's own cost and expense all such assistance and co-operation for up to 30 calendar days in relation to the carrying out of the Acceptance Tests as the Licensee Customer may reasonably request. 5.4 Before . Should additional hours of assistance or co- operation be required and requested by the Customer, the Provider reserves the right to provide such service or co-operation at the Customer’s costs and expense. At the end of the Acceptance Period, if the Hosted Services have failed the Acceptance Tests (“Failure Notice”), the Customer shall email compliance@microbenefits.comspecifyingthat the Hosted Services have failed the Acceptance Tests. If the Customer fails to give to the Provider a written Failure Notice before the end of each Acceptance Period, then the Licensee shall give to the Licensor a written notice specifying whether the Acceptance Tests have been passed or failed. 5.5 CARES System Hosted Services shall be deemed to have passed the Acceptance Tests only after Licensee completes Tests. If the testing and signs off. Licensee shall ensure that testing is completed within Customer provides a Failure Notice before the end of the Acceptance Period. 5.6 If the Licensee notifies the Licensor Period that the Hosted Services have failed the Acceptance Tests have failedTests, then the Licensee Customer must provide to the LicensorProvider, at the same time as the giving of the notice, written details of the results of the Acceptance Tests including full details of the identified failure. 5.7 . If the Licensee Customer notifies the Licensor Provider that the CARES System has Hosted Services have failed the Acceptance Tests, then: (a: 1) if the Licensor Provider agrees with the Licensee Customer that the CARES System has Hosted Services do not passed comply with the Acceptance TestsCriteria, then the Licensor Provider must correct the issue and re-supply make available the CARES System corrected Hosted Services to the Licensee Customer before the end of the Remedy Period; or (b) if the Licensor disagrees with the Licensee that the CARES System has not passed the Period for a further round of Acceptance Tests; or otherwise, then the parties must meet as soon as practicable and in any case before the expiry of the Remedy Period and use their best endeavours endeavors to agree on whether the Hosted Services do not comply with the Acceptance Criteria, and if appropriate a plan of action reasonably satisfactory to both parties, and they must record any agreement reached in writing. 5.8 . Notwithstanding all communication is completed within the Acceptance Period, but subject to any written agreement of the parties to the contrary, the maximum number of rounds of Acceptance Tests shall be 3, and if the final round of Acceptance Tests fails to comply with the Acceptance Criteria AND the Customer determines not to accept the deficiencies, the Provider shall be deemed to be in material breach of this SaaS Agreement. If the Licensee Customer fails to give to the Provider a written Failure Notice before the end of the Acceptance Period, or if the Customer notifies the Licensor Provider that the CARES System has Hosted Services have passed the Acceptance Tests or the CARES System is are deemed to have passed the Acceptance Tests under this Clause 5Tests, then subject to Clause 19.1 the Licensee Customer will have no right to make any claim under or otherwise rely upon any warranty given by the Licensor Provider to the Licensee Customer in this SaaS Agreement in relation to the conformance specification and performance of the CARES System Hosted Services, unless the Customer could not reasonably have been expected to have identified the CARES System Specification breach of that warranty during the testing process, not limiting or excluding any liability for the absence of CARES System Defects from the CARES Systemconduct not permitted under applicable law, and liability for fraud or fraudulent misinterpretation.

Acceptance Procedure. 5.1 This section pertains only to Licensees who have entered into a customization agreement for Licensor to deliver agreed customizations to the CARES System7.1. During each Acceptance Period, the Licensee Customer shall carry out the Acceptance Tests. 5.2 The Licensor hereby grants to the Licensee a non7.2. SPINWELL-exclusive non-transferable non-sublicensable License to use the CARES System during each Acceptance Period solely for the purpose of conducting the Acceptance Tests. 5.3 The Licensor GLU shall provide to the Licensee Customer at the Customer's cost and expense all such assistance and co-operation in relation to the carrying out of the Acceptance Tests as the Licensee asthe Customer may reasonably request. 5.4 7.3. Before the end of each Acceptance Period, the Licensee Customer shall give to the Licensor SPINWELL-GLU a written notice specifying whether the Acceptance Tests Hosted Services have been passed or failedfailed the Acceptance Tests. 5.5 CARES System 7.4. If the Customer fails to give to SPINWELL-GLU a written notice in accordance with Clause 7.3, then the Hosted Services shall be deemed to have passed the Acceptance Tests only after Licensee completes Tests. 7.5. If the testing and signs off. Licensee shall ensure Customer notifies SPINWELL-GLU that testing is completed within the Hosted Services have failed the Acceptance Period. 5.6 If the Licensee notifies the Licensor that the Acceptance Tests have failedTests, then the Licensee Customer must provide to the LicensorSPINWELL-GLU, at the same time as the giving of the notice, written details of the results of the Acceptance Tests including full details of the identified failure. 5.7 7.6. If the Licensee Customer notifies the Licensor SPINWELL-GLU that the CARES System has Hosted Services have failed the Acceptance Tests, then: (a) 7.6.1. if the Licensor SPINWELL-GLU acting reasonably agrees with the Licensee Customer that the CARES System has Hosted Services have not passed the Acceptance Tests, then the Licensor SPINWELL- GLU must correct the issue Hosted Services Defects and re-supply make available the CARES System to corrected Hosted Servicesto the Licensee Customer before the end of the Remedy PeriodPeriod for a further roundof Acceptance Tests; or (b) if the Licensor disagrees with the Licensee that the CARES System has not passed the Acceptance Tests7.6.2. otherwise, then the parties Parties must meet as soon as practicable and in any case before the expiry of the Remedy Period and use their best endeavours to agree on determine if and why the Hosted Services have not passed the Acceptance Tests, and, if appropriate, a plan of action reasonably satisfactory to both partiesParties, and they must record any agreement reached in writing. 5.8 7.7. If the Licensee Customer notifies the Licensor SPINWELL-GLU that the CARES System has passed the Acceptance Tests Hosted Services have passed, or the CARES System is are deemed to have passed passed, the Acceptance Tests under this Clause 57, then subject to Clause 19.1 29.1, the Licensee Customer will have no right to make any claim under or otherwise rely upon any warranty given by the Licensor SPINWELL-GLU to the Licensee Customer in this Agreement in relation to the conformance specification and performance of the CARES System Hosted Services, unless the Customer could notreasonably have been expected to have identified the CARES System Specification or the absence breach of CARES System Defects from the CARES Systemthat warranty duringthe testing process.

Acceptance Procedure. 5.1 This section pertains only (a) Rejection: Acceptance by Customer or its designee of any Clinical Sample or Registration Batch delivered by Aesica hereunder shall be subject to Licensees who have entered into inspection and applicable testing by Customer or its designee. If, as a customization agreement for Licensor result of such inspection, Customer or its designee discovers that any Clinical Sample or Registration Batch delivered by Aesica under this Agreement fails to deliver agreed customizations conform with the Specifications or otherwise fails to conform to the CARES System. During each Acceptance Periodwarranties given by Aesica (Section 13) (“Rejected Goods”), the Licensee shall carry out the Acceptance TestsCustomer or such designee may reject such Product by providing Aesica written notice thereof within sixty (60) days after Customer’s or its designee’s receipt of such Product. 5.2 The Licensor hereby grants (b) Where the cause of the Rejected Goods is not attributable to Aesica (as set out at clause 5.3(d) below) Aesica shall replace the Licensee a non-exclusive non-transferable non-sublicensable License Rejected Goods within the timescale agreed between the parties at the Customer’s cost. (c) In all other circumstances (subject to use receipt of the CARES System during each Acceptance Period solely relevant Customer Materials required in respect of such replacement Products) within sixty (60) days (or such longer period as the parties may agree in writing, acting reasonably) after its receipt of notice of such rejection at no additional cost to Customer or its designee (including transportation costs) other than the cost of supplying the relevant Customer Materials for such replacement Products, Aesica shall replace the Rejected Goods. Aesica shall make arrangements with Customer or its designee, as applicable, for the purpose return or disposal of conducting the Acceptance TestsRejected Goods, and such return, shipping and disposal charges shall be paid by Aesica. 5.3 The Licensor shall provide to the Licensee all such assistance and co-operation in relation to the carrying out of the Acceptance Tests as the Licensee may reasonably request. 5.4 Before the end of each Acceptance Period, the Licensee shall give to the Licensor a written notice specifying whether the Acceptance Tests have been passed or failed. 5.5 CARES System shall (d) Aesica will not be deemed to have passed caused any non-conformance in the Acceptance Tests only after Licensee completes Rejected Goods where the testing and signs off. Licensee shall ensure non-conformance (i) is caused by deficiencies in the Specifications; (ii) results from a defect in the Customer Materials that testing is completed within not reasonably discoverable by Aesica using the Acceptance Period. 5.6 If test methods set forth in the Licensee notifies the Licensor that the Acceptance Tests have failed, then the Licensee must provide Specifications and/or Quality Agreement (as appropriate) prior to the Licensor, at the same time as the giving use of the notice, written details applicable Customer Material in the performance of the Services; (iii) results from a defect in the Pass-Through Items that is not reasonably discoverable by Aesica using the test methods set forth in the Specifications and/or Quality Agreement (as appropriate); (iv) is caused by actions of Customer or third parties occurring after the Acceptance Tests including full details of Product has been delivered by Aesica; (v) is due to any unascertainable reason despite Aesica having performed the identified failure. 5.7 If the Licensee notifies the Licensor that the CARES System has failed the Acceptance Tests, then: (a) if the Licensor agrees Services in accordance with the Licensee that the CARES System has not passed the Acceptance TestsSpecifications, then the Licensor must correct the issue and re-supply the CARES System to the Licensee before the end of the Remedy Period; or (b) if the Licensor disagrees with the Licensee that the CARES System has not passed the Acceptance Tests, then the parties must meet as soon as practicable and in any case before the expiry of the Remedy Period and use their best endeavours to agree on a plan of action reasonably satisfactory to both partiescGMPs, and they must record Applicable Laws and a thorough root cause analysis in accordance with its standard operating procedures; or (vii) is due to any agreement reached in writing. 5.8 If the Licensee notifies the Licensor that the CARES System has passed the Acceptance Tests or the CARES System is deemed to have passed the Acceptance Tests breach by Customer of its obligations under this Clause 5, then subject to Clause 19.1 the Licensee will have no right to make any claim under or otherwise rely upon any warranty given by the Licensor to the Licensee in this Agreement in relation to the conformance of the CARES System to the CARES System Specification or the absence of CARES System Defects from the CARES SystemAgreement.

Acceptance Procedure. 5.1 This section pertains only 4.1 The parties shall follow the Acceptance Procedure set out below in respect of any Bespoke Development: 4.1.1 Step One: upon the Supplier having completed the Bespoke Development and such Bespoke Development satisfying the Supplier’s internal test criteria, then the Bespoke Development shall be released either to Licensees who have entered into production or to a customization agreement test environment for Licensor the Customer to deliver agreed customizations review; 4.1.2 Step Two: the Customer shall undertake the Acceptance Tests so as to determine whether the CARES System. During each provided Bespoke Development complies with the Acceptance Period, the Licensee shall carry out Criteria when performing the Acceptance Tests.; 5.2 The Licensor hereby grants 4.1.3 Step Three: the Customer shall, within a reasonable and agreed timeframe, but in no event less than fifteen (15) Business Days, of the Supplier completing Step One (or such other timescale as is specified in the Terms or the Statement of Works) either: a) if the Deliverable complies with the Acceptance Criteria, confirm to the Licensee a Supplier in writing the Deliverable is accepted; or b) if the Deliverable does not comply with the Acceptance Criteria, notify the Supplier, giving reasonable detail of the specific areas of non-exclusive non-transferable non-sublicensable License to use compliance and the CARES System during each Acceptance Period solely for the purpose of conducting the Acceptance Tests.remedies required; SW Bespoke Development - Service Schedule 2022 5.3 The Licensor shall provide to the Licensee all such assistance and co-operation in relation to the carrying out of the Acceptance Tests as the Licensee may reasonably request. 5.4 Before the end of each Acceptance Period, the Licensee shall give to the Licensor a written notice specifying whether the Acceptance Tests have been passed or failed. 5.5 CARES System shall be deemed to have passed the Acceptance Tests only after Licensee completes the testing and signs off. Licensee shall ensure that testing is completed within the Acceptance Period. 5.6 If the Licensee notifies the Licensor that the Acceptance Tests have failed, then the Licensee must provide to the Licensor, at the same time as the giving of the notice, written details of the results of the Acceptance Tests including full details of the identified failure. 5.7 If the Licensee notifies the Licensor that the CARES System has failed the Acceptance Tests, then4.1.4 Step Four: if: (a) if the Licensor agrees with Customer and the Licensee Supplier agree that the CARES System has Bespoke Development does not passed meet the Acceptance TestsCriteria, then the Licensor must Supplier shall promptly seek to correct the issue errors at its own cost to ensure that the Bespoke Development does meet the Acceptance Criteria, and re-supply the CARES System to the Licensee before the end release a further development of the Remedy Period; orBespoke Development for testing. In such circumstances the above Step 2 and Step 3 shall be repeated until such time as the Bespoke Development passes the Acceptance Test. (b) if the Licensor disagrees with the Licensee that the CARES System has not passed Deliverable meets the Acceptance TestsCriteria but no longer meets the Customer’s business requirements, then the parties must meet as soon as practicable Supplier will issue to the Customer another Statement of Works to implement the additional changes required by the Customer so that the Deliverable meets the Customer’s updated business requirements, and any such costs shall be payable by the Customer and set out in any case before the expiry Statement of Works. 4.2 No Bespoke Development which comprises part of the Remedy Period and Software Product shall be deemed non- compliant with the applicable Acceptance Criteria as a result of errors which either are trivial in terms of the Customer’s ability to make commercial use their best endeavours to agree on of the Software Product or for which the Supplier provides an acceptable workaround without involving the Customer in extra work or cost or compromising the functionality or performance of the Software Product. Any such workaround shall be a plan of action reasonably satisfactory to both parties, and they must record any agreement reached in writingtemporary measure only. 5.8 If 4.3 The Customer shall provide the Licensee notifies necessary skills and resources to perform the Licensor that the CARES System has passed Customer’s obligations in connection with the Acceptance Tests or the CARES System is deemed to have passed the Acceptance Tests under this Clause 5, then subject to Clause 19.1 the Licensee will have no right to make any claim under or otherwise rely upon any warranty given by the Licensor to the Licensee in this Agreement in relation to the conformance of the CARES System to the CARES System Specification or the absence of CARES System Defects from the CARES SystemProcedure for each Deliverable.

Acceptance Procedure. 5.1 This section pertains only to Licensees who have entered into a customization agreement for Licensor to deliver agreed customizations to the CARES System. During each Acceptance Period, the Licensee Customer shall carry out the Acceptance Tests. 5.2 The Licensor hereby grants to the Licensee a non-exclusive non-transferable non-sublicensable License to use the CARES System during each Acceptance Period solely for the purpose of conducting the Acceptance Tests. 5.3 The Licensor Developer shall provide to the Licensee Customer at the Developer's own cost and expense all such assistance and co-operation in relation to the carrying out of the Acceptance Tests as the Licensee Customer may reasonably request. 5.4 5.3 Before the end of each Acceptance Period, the Licensee Customer shall give to the Licensor Developer a written notice specifying whether the Acceptance Tests have been passed or failed. 5.5 CARES System 5.4 If the Customer fails to give to the Developer a written notice in accordance with Clause 5.3 or uses the Software for any purpose other than the conduct of the Acceptance Tests, then the Software shall be deemed to have passed the Acceptance Tests only after Licensee completes the testing and signs off. Licensee shall ensure that testing is completed within the Acceptance PeriodTests. 5.6 5.5 If the Licensee Customer notifies the Licensor Developer that the Acceptance Tests have been failed, then the Licensee Customer must provide to the LicensorDeveloper, at the same time as the giving of the notice, written details of the results of the Acceptance Tests including full details of the identified failure. 5.7 5.6 If the Licensee Customer notifies the Licensor Developer that the CARES System Software has failed the Acceptance Tests, then: (a) if the Licensor Developer agrees with the Licensee Customer that the CARES System Software has not passed the Acceptance Tests, then the Licensor Developer must correct the issue and re-supply the CARES System Software to the Licensee Customer before the end of the Remedy Period; or (b) if the Licensor disagrees with the Licensee that the CARES System has not passed the Acceptance Testsotherwise, then the parties must meet as soon as practicable and in any case before the expiry of the Remedy Period and use their best endeavours to agree on whether the Software has not passed the Acceptance Tests, and if appropriate a plan of action reasonably satisfactory to both parties, and they must record any agreement reached in writing. 5.8 5.7 If the Licensee Customer notifies the Licensor Developer that the CARES System Software has passed the Acceptance Tests or the CARES System Software is deemed to have passed the Acceptance Tests under this Clause 5, then subject to Clause 19.1 21.1 the Licensee Customer will have no right to make any claim under or otherwise rely upon any warranty given by the Licensor Developer to the Licensee Customer in this Agreement in relation to the conformance of the CARES System Software to the CARES System Software Specification or the absence of CARES System Software Defects from the CARES SystemSoftware, unless the Customer could not reasonably have been expected to have identified the breach of that warranty during the testing process.

Acceptance Procedure. 5.1 This section pertains only to Licensees who have entered into a customization agreement for Licensor to deliver agreed customizations to the CARES System. 4.1 During each Acceptance Period, the Licensee Customer shall carry out the Acceptance Tests. 5.2 4.2 The Licensor hereby grants to the Licensee a non-exclusive non-transferable non-sublicensable License to use the CARES System during each Acceptance Period solely for the purpose of conducting the Acceptance Tests. 5.3 The Licensor Provider shall provide to the Licensee Customer at the Customer's cost and expense all such assistance and co-operation in relation to the carrying out of the Acceptance Tests as the Licensee Customer may reasonably request. 5.4 4.3 Before the end of each Acceptance Period, the Licensee Customer shall give to the Licensor Provider a written notice specifying whether the Acceptance Tests Hosted Services have been passed or failedfailed the Acceptance Tests. 5.5 CARES System 4.4 If the Customer fails to give to the Provider a written notice in accordance with Clause 4.3, then the Hosted Services shall be deemed to have passed the Acceptance Tests only after Licensee completes Tests. 4.5 If the testing and signs off. Licensee shall ensure Customer notifies the Provider that testing is completed within the Hosted Services have failed the Acceptance Period. 5.6 If the Licensee notifies the Licensor that the Acceptance Tests have failedTests, then the Licensee Customer must provide to the LicensorProvider, at the same time as the giving of the notice, written details of the results of the Acceptance Tests including full details of the identified failure. 5.7 4.6 If the Licensee Customer notifies the Licensor Provider that the CARES System has Hosted Services have failed the Acceptance Tests, then: (a) if the Licensor Provider acting reasonably agrees with the Licensee Customer that the CARES System has Hosted Services do not passed comply with the Acceptance TestsCriteria, then the Licensor Provider must correct the issue and re-supply make available the CARES System corrected Hosted Services to the Licensee Customer before the end of the Remedy PeriodPeriod for a further round of Acceptance Tests; or (b) if the Licensor disagrees with the Licensee that the CARES System has not passed the Acceptance Testsotherwise, then the parties must meet as soon as practicable and in any case before the expiry of the Remedy Period and use their best reasonable endeavours to agree on whether the Hosted Services do not comply with the Acceptance Criteria, and if appropriate a plan of action reasonably satisfactory to both parties, and they must record any agreement reached in writing. 5.8 4.7 Notwithstanding the other provisions of this Clause 4, but subject to any written agreement of the parties to the contrary, the maximum number of rounds of Acceptance Tests under this Clause 4 shall be 3, and if the Acceptance Criteria have not been met by the end of the final round of Acceptance Tests, the Provider shall be deemed to be in material breach of this Agreement. 4.8 If the Licensee Customer notifies the Licensor Provider that the CARES System has passed the Acceptance Tests Hosted Services have passed, or the CARES System is are deemed to have passed passed, the Acceptance Tests under this Clause 54, then subject to Clause 19.1 28.1 the Licensee Customer will have no right to make any claim under or otherwise rely upon any warranty given by the Licensor Provider to the Licensee Customer in this Agreement in relation to the conformance specification and performance of the CARES System Hosted Services, unless the Customer could not reasonably have been expected to have identified the CARES System Specification or breach of that warranty during the absence of CARES System Defects from the CARES Systemtesting process.