Common use of Acceptance Process Clause in Contracts

Acceptance Process. Contractor shall develop a WAHBE-approved Project Plan and shall deliver the Deliverables, which meet the requirements and specifications established by WAHBE pursuant to this Contract. Times to review and correct Deliverables shall be in the Project plan. WAHBE shall have the right to review the Deliverables following Contractor’s delivery of each to WAHBE to determine whether the Deliverables have Defects or fail to meet WAHBE’s satisfaction, and to either: reject a Deliverable if it has Defects or fails to meet WAHBE’s satisfaction; or to accept each Deliverable if it has no such Defects and meets WAHBE’s satisfaction. If WAHBE rejects the Deliverable, Contractor shall, promptly correct all such Defects and, thereafter, WAHBE shall again review the Deliverables. If Contractor is not able to correct all Defects in the Deliverables and have them meet WAHBE’s satisfaction within 30 calendar days following their receipt by WAHBE, WAHBE shall have the right to: (a) continue reviewing the Deliverable and require Contractor to continue until Defects are corrected or eliminated; (b) request Contractor to provide, at its expense, a replacement Deliverable for further review; (c) set-off from the amounts for such Deliverable to the extent WAHBE determines the Defects for the Deliverable have not been corrected and provide Acceptance for the applicable Deliverable; or (d) after completion of the process set forth in this Section and providing notice of default to Contractor, terminate this Contract. In the event of any such termination, Contractor shall return all payments previously made to Contractor under this Contract for such Deliverable.

Acceptance Process. Contractor 3.9.1 Verily may, at any time, request DexCom’s acceptance that it has achieved Development Completion with respect to any deliverable, Product, or Verily Service, or any component thereof that is subject to a Product Development Deadline (the “Completed Deliverables”) by providing written or email notification to DexCom’s Technical Lead of such request (“Acceptance Submission Notice”). Verily shall develop a WAHBE-approved Project Plan and shall deliver the Deliverables, which meet the requirements and specifications established by WAHBE pursuant to this Contract. Times provide DexCom’s Technical Lead with access to review and correct Deliverables evaluate the Completed Deliverables. The Technical Leads shall be in the Project plan. WAHBE shall have the right to promptly review the Completed Deliverables following Contractor’s delivery of each to WAHBE to determine and confer on whether the Completed Deliverables have Defects or fail to meet WAHBE’s satisfactionthe applicable Specifications [***], and to either: reject a Deliverable if it has Defects or fails to meet WAHBE’s satisfaction; or to accept each Deliverable if it has no such Defects and meets WAHBE’s satisfaction. If WAHBE rejects the Deliverable, Contractor shall, promptly correct all such Defects and, thereafter, WAHBE shall again review the Deliverables. If Contractor is not able to correct all Defects in the Deliverables and have them meet WAHBE’s satisfaction within 30 no later than ten (10) calendar days following their receipt by WAHBEafter the date of the Acceptance Submission Notice, WAHBE shall have the right to: make a single (aunanimous) continue reviewing the Deliverable and require Contractor to continue until Defects are corrected or eliminated; separate (bsplit) request Contractor to provide, at its expense, a replacement Deliverable for further review; (crecommendation(s) set-off from the amounts for such Deliverable to the extent WAHBE determines Executive Sponsors as to whether the Defects for Completed Deliverables should be accepted and be deemed to have achieved Development Completion. 3.9.2 If the Technical Leads unanimously agree to reject the Completed Deliverables, then the Presenting Party may rescind such Acceptance Submission Notice and resubmit such Completed Deliverable have not been corrected and provide Acceptance for the applicable Deliverable; or (d) after completion of using the process set forth in this Section 3.9.1. 3.9.3 If the Technical Leads make a single (unanimous) recommendation that a Party has achieved such Development Completion with respect to such Completed Deliverable, then, no later than twenty (20) calendar days after the date of the Acceptance Submission Notice, the Executive Sponsors shall review the recommendation(s) of the Technical Leads and providing notice determine whether to accept the Completed Deliverables as meeting the Specifications or reject the Completed Deliverables as not meeting the Specifications, which acceptance or rejection shall be made by a unanimous decision of default the Executive Sponsors. If the Executive Sponsors unanimously agree to Contractoraccept a Completed Deliverable, terminate this Contractthen Verily will be deemed to have achieved Development Completion with respect to such Completed Deliverable. If the Executive Sponsors unanimously agree to reject a Completed Deliverable, then the Completed Deliverable shall be referred back to the Technical Leads for review and remediation, and Verily may resubmit such Completed Deliverable using the process set forth in Section 3.9.1. 3.9.4 If the Technical Leads make a separate (split) recommendation regarding whether ▇▇▇▇▇▇ has achieved Development Completion with respect to such Completed Deliverable, then, no later than twenty (20) calendar days after the date of the Acceptance Submission Notice, the Executive Sponsors shall review the recommendation(s) of the Technical Leads and attempt to resolve the differences in the recommendations. If the Executive Sponsors are unable to reach a unanimous decision in such time, then the matter shall be referred to the Chief Executives of DexCom and Verily for resolution by good faith discussions for a period of at least fifteen (15) Business Days. In the event that the Chief Executives are unable to reach agreement with respect to such matter within such fifteen (15) Business Days, then the dispute shall be resolved pursuant to Article 13, provided that each Party shall retain final decision-making authority with respect to the implementation of any such termination, Contractor shall return all payments previously made to Contractor its own responsibilities under the [***] (so long as in compliance with this Contract for such DeliverableAgreement).

Acceptance Process. Contractor For Services performed on a time and materials basis, Company deliverables to Client shall develop a WAHBE-approved Project Plan only be the the utilized Consultant days and shall deliver the Deliverables, which meet the requirements and specifications established by WAHBE pursuant to this Contractbe deemed accepted upon delivery. Times to review and correct Deliverables Utilized days shall be invoiced monthly based on actual days utilized. Company shall use commercially reasonable efforts to complete Services described in the Project planSOW but does not guarantee such Services shall be completed within the allotted hours or days set forth in the SOW. WAHBE If additional days are required, the parties must mutually approve and execute a Change Order. For Services performed on a fixed fee basis to include documentation deliverables or other deliverables (the “Deliverables”), Company shall have the right to review the Deliverables following Contractor’s notify Client upon delivery of each to WAHBE to determine whether the Deliverables have Defects or fail to meet WAHBE’s satisfaction, and to either: reject a Deliverable if it has Defects or fails to meet WAHBE’s satisfaction; or to accept each Deliverable if it has no such Defects and meets WAHBE’s satisfaction. If WAHBE rejects the Deliverable, Contractor shall, promptly correct all such Defects and, thereafter, WAHBE shall again review the Deliverables. If Contractor is not able to correct all Defects in the Deliverables and have them meet WAHBE’s satisfaction within 30 calendar days following their receipt by WAHBE, WAHBE Client shall have three (3) business days to review such Deliverables (the right to: (a"Acceptance Period") continue reviewing to confirm that the Deliverable and require Contractor Deliverables conform to continue until Defects are corrected or eliminated; (b) request Contractor to provide, at its expense, a replacement Deliverable for further review; (c) set-off from the amounts for such Deliverable to the extent WAHBE determines the Defects for the Deliverable have not been corrected and provide Acceptance for the applicable Deliverable; or (d) after completion of the process any acceptance criteria as may be set forth in this Section and providing notice the SOW. Within the Acceptance Period, Client must provide to Company in writing its acceptance of default to Contractor, terminate this Contractthe Deliverables or a notification of any issues or deficiencies. In the event of notification of any issues or deficiencies, Company may, in its sole discretion, either promptly revise the Deliverables and resubmit them for Client review, or if such terminationrevision and re-submission is not reasonably practicable, Contractor as Client’s sole remedy and Company’s exclusive obligation, Company shall return all undo, retract, or remove artifacts created as part of the non-confirming Deliverable, refund any pre-paid fees for the non-conforming Deliverable, the SOW shall terminate and no further fees shall be due under the SOW. If Client fails to provide Company written notice of either acceptance or notification of issues or deficiencies within the Acceptance Period, the Deliverable(s) shall be deemed accepted and any related payments previously made to Contractor under this Contract for such Deliverableshall become due.

Acceptance Process. Upon completion of the installation and delivery of the fibers, Contractor will notify District that the District fibers are ready for acceptance testing (Completion Notice). Contractor’s notice must include with the Completion Notice the results of Contractor testing. Within ten (10) business days of receipt of a Completion Notice, District shall develop provide Grantor with a WAHBE-approved Project Plan and shall deliver written notice accepting or rejecting the Deliverables, which meet the requirements and specifications established by WAHBE pursuant to this Contractfibers. Times to review and correct Deliverables shall be in the Project plan. WAHBE District shall have the right to review independently test the Deliverables following Contractor’s delivery fibers during the ten (10) business day period; provided that Contractor shall have the right to be present at any such independent testing. Acceptance of each the fiber shall be accomplished by a written Notice of Acceptance from the District. Issuance of an Acceptance Notice or failure to WAHBE issue an Acceptance/Rejection Notice within the ten (10) business day period shall constitute unconditional and irrevocable Acceptance of the fiber for all purposes under this Agreement by District as of the 11th day. District may reject the Buyer Fibers only if they do not conform to the Specifications and Performance Standards, in which case Contractor will promptly undertake to investigate and correct any deficiency or non-conformity in the fibers. Thereafter, Contractor shall again conduct testing of the fibers from access point to access point. The foregoing procedure shall apply again and successively thereafter until Contractor has remedied all defects or failures and Contractor has received written notice from District that the If District issues a Rejection Notice where Contractor reasonably believes the fiber test results conform to the Testing and Acceptance Standards, the parties shall work together to do cooperative testing to determine whether the Deliverables have Defects or fail test results conform to meet WAHBE’s satisfaction, and to either: reject a Deliverable if it has Defects or fails to meet WAHBE’s satisfaction; or to accept each Deliverable if it has no such Defects and meets WAHBE’s satisfactionspecifications. If WAHBE rejects The date of Acceptance shall constitute the Deliverable, Contractor shall, promptly correct all such Defects and, thereafter, WAHBE shall again review the Deliverables. If Contractor is not able to correct all Defects in the Deliverables and have them meet WAHBE’s satisfaction within 30 calendar days following their receipt by WAHBE, WAHBE shall have the right to: (a) continue reviewing the Deliverable and require Contractor to continue until Defects are corrected or eliminated; (b) request Contractor to provide, at its expense, a replacement Deliverable for further review; (c) set-off from the amounts for such Deliverable to the extent WAHBE determines the Defects for the Deliverable have not been corrected and provide Acceptance for the applicable Deliverable; or (d) after completion of the process set forth in this Section and providing notice of default to Contractor, terminate this Contract. In the event of any such termination, Contractor shall return all payments previously made to Contractor under this Contract for such Deliverable“Effective Date.” S

Acceptance Process. 7.3.1 Contractor shall develop a WAHBE-approved Project Plan and shall deliver the Deliverables, which meet the requirements and specifications established by WAHBE pursuant invite DSHS with sufficient advance Notice to this Contract. Times to review and correct Deliverables shall be participate in the Project plan. WAHBE development process for New Services by providing input and comment during the design and development stages of the New Service about the functionality and acceptance criteria for the New Services, and Contractor shall have take into account DSHS’s comments and feedback while the right to review New Service is being developed and after it has been 7.3.2 Upon delivery of a Service or Deliverable receipt of Confirmation from Contractor that the Deliverables following Service or Deliverable meets applicable Specifications, DSHS will, with Contractor’s delivery of each to WAHBE assistance and in accordance with the Work Plan, review or perform Acceptance Tests on the Service or Deliverable, as applicable, to determine whether the Deliverables have Defects there is conformation to such Specifications. DSHS will provide Acceptance for a Service or fail to meet WAHBE’s satisfaction, and to either: reject a Deliverable if it has Defects or fails to meet WAHBE’s satisfaction; or to accept each Deliverable if it has no Deficiencies. However, if a Deficiency is found, DSHS will notify Contractor in an e-mail or other document of Deficiencies used as the grounds for DSHS’s decision not to give Acceptance. Contractor shall correct Deficiencies at no cost to DSHS and DSHS which will review or perform Acceptance Tests to verify whether the Service or Deliverable lacks Deficiencies and in writing shall either give its Acceptance or reject it following such Defects review or Acceptance Tests. Contractor’s times for correcting Deficiencies and meets WAHBEDSHS’s satisfaction. If WAHBE rejects review thereof shall be in accordance with the Deliverabletimeframes set in the Work Plan, or, if time periods for correcting Deficiencies by Contractor shalland reviewing and retesting the corrected Services or Deliverables are not in the Work Plan, promptly correct all each such Defects and, thereafter, WAHBE time period shall again review the Deliverables. be ten business days. 7.3.3 If Contractor is not able unable to correct all Defects Deficiencies within the number of days described in the Deliverables and have them meet WAHBE’s satisfaction Work Plan following the scheduled Acceptance Date, or if no such date is in the Work Plan, DSHS may, within 30 calendar days following their receipt by WAHBEfrom such scheduled Acceptance Date, WAHBE shall have the right toat its sole option: (a) continue reviewing or performing Acceptance Tests on the Deliverable or Service and require Contractor to continue until Defects Deficiencies are corrected or eliminated; (b) request Contractor to provide, at its expense, a replacement Deliverable for further review; (c) set-off from the amounts for such Deliverable to the extent WAHBE determines the Defects for the Deliverable have not been corrected and provide Acceptance for the applicable Deliverable; or (d) after completion of the process set forth in this Section and providing notice of default to Contractor, terminate this Contract. In the event of any such termination, Contractor shall return all payments previously made to Contractor under this Contract for such Deliverable.;

Acceptance Process. Contractor shall develop Except as otherwise set forth in this Agreement, Vendor grants to Citizens a WAHBE-approved Project Plan and shall deliver thirty (30) day acceptance period ("Acceptance Period") commencing on the Deliverables, which meet the requirements and specifications established by WAHBE pursuant date completed Services are delivered to this ContractCitizens. Times to review and correct Deliverables shall be in the Project plan. WAHBE Citizens shall have the right to review reject the Deliverables following ContractorServices, in whole or in part, during the Acceptance Period for Vendor’s delivery of each to WAHBE to determine whether the Deliverables have Defects or fail failure to meet WAHBE’s satisfactionthe specifications associated with the delivered Services, and with such determination to either: reject be made in Citizens’ reasonable judgment. At the end of the Acceptance Period, if Citizens has not rejected the Services, the Services shall be deemed to be accepted by Citizens; provided, however, that Citizens’ acceptance of the Services shall not be deemed a Deliverable if it has Defects or fails to meet WAHBE’s satisfaction; or to accept each Deliverable if it has no such Defects and meets WAHBE’s satisfactionwaiver of any of Citizens’ warranty rights as expressly provided in this Agreement. If WAHBE rejects Upon being advised of Citizens’ rejection of Services within the DeliverableAcceptance Period, Contractor shall, promptly correct all such Defects and, thereafter, WAHBE shall again review the Deliverables. If Contractor is not able to correct all Defects in the Deliverables and have them meet WAHBE’s satisfaction within 30 calendar days following their receipt by WAHBE, WAHBE Vendor shall have thirty (30) days to cure any deficiency identified by Citizens. In the right to: event Vendor is unable to cure said deficiency within this thirty (30) day period, Citizens may, in its sole discretion, terminate this Agreement in whole or in part for cause and pursue such other rights and remedies allowable in law or equity. This thirty (30) day cure period applies only to the failure to deliver Services as specified in this Agreement. (a) continue reviewing perform a cause analysis to identify the Deliverable and require Contractor to continue until Defects are corrected or eliminatedcause of the deficiency; (b) request Contractor provide a written plan (the "Corrective Action Plan") detailing the cause of, and procedure for, correcting such deficiency (Citizens will be afforded the time necessary to provide, at its expense, a replacement Deliverable for further reviewreview and approve the proposed Corrective Action Plan or require Vendor to make revisions); (c) set-off from implement the amounts for such Deliverable to the extent WAHBE determines the Defects for the Deliverable have not been corrected and provide Acceptance for the applicable DeliverableCorrective Action Plan as approved by Citizens; or and, (d) after provide Citizens with satisfactory assurance that such deficiency will not reoccur following the implementation of the Corrective Action Plan. In the case of a deficiency identified by Citizens during an Acceptance Period, completion of the process set forth cause analysis and implementation of the Corrective Action Plan by Vendor must occur before the end of the thirty (30) day cure period provided above, unless otherwise agreed to by Citizens in this Section and providing notice of default to Contractor, terminate this Contract. In the event of any such termination, Contractor shall return all payments previously made to Contractor under this Contract for such Deliverable.its sole discretion

Acceptance Process. Contractor 3.9.1 Verily may, at any time, request DexCom’s acceptance that it has achieved Development Completion with respect to any deliverable, Product, or Verily Service, or any component thereof that is subject to a Product Development Deadline (the “Completed Deliverables”) by providing written or email notification to DexCom’s Technical Lead of such request (“Acceptance Submission Notice”). Verily shall develop a WAHBE-approved Project Plan and shall deliver the Deliverables, which meet the requirements and specifications established by WAHBE pursuant to this Contract. Times provide DexCom’s Technical Lead with access to review and correct Deliverables evaluate the Completed Deliverables. The Technical Leads shall be in the Project plan. WAHBE shall have the right to promptly review the Completed Deliverables following Contractor’s delivery of each to WAHBE to determine and confer on whether the Completed Deliverables have Defects or fail to meet WAHBE’s satisfactionthe applicable Specifications [***], and to either: reject a Deliverable if it has Defects or fails to meet WAHBE’s satisfaction; or to accept each Deliverable if it has no such Defects and meets WAHBE’s satisfaction. If WAHBE rejects the Deliverable, Contractor shall, promptly correct all such Defects and, thereafter, WAHBE shall again review the Deliverables. If Contractor is not able to correct all Defects in the Deliverables and have them meet WAHBE’s satisfaction within 30 no later than ten (10) calendar days following their receipt by WAHBEafter the date of the Acceptance Submission Notice, WAHBE shall have the right to: make a single (aunanimous) continue reviewing the Deliverable and require Contractor to continue until Defects are corrected or eliminated; separate (bsplit) request Contractor to provide, at its expense, a replacement Deliverable for further review; (crecommendation(s) set-off from the amounts for such Deliverable to the extent WAHBE determines Executive Sponsors as to whether the Defects for Completed Deliverables should be accepted and be deemed to have achieved Development Completion. 3.9.2 If the Technical Leads unanimously agree to reject the Completed Deliverables, then the Presenting Party may rescind such Acceptance Submission Notice and resubmit such Completed Deliverable have not been corrected and provide Acceptance for the applicable Deliverable; or (d) after completion of using the process set forth in this Section 3.9.1. 3.9.3 If the Technical Leads make a single (unanimous) recommendation that a Party has achieved such Development Completion with respect to such Completed Deliverable, then, no later than twenty (20) calendar days after the date of the Acceptance Submission Notice, the Executive Sponsors shall review the recommendation(s) of the Technical Leads and providing notice determine whether to accept the Completed Deliverables as meeting the Specifications or reject the Completed Deliverables as not meeting the Specifications, which acceptance or rejection shall be made by a unanimous decision of default the Executive Sponsors. If the Executive Sponsors unanimously agree to Contractoraccept a Completed Deliverable, terminate this Contractthen Verily will be deemed to have achieved Development Completion with respect to such Completed Deliverable. If the Executive Sponsors unanimously agree to reject a Completed Deliverable, then the Completed Deliverable shall be referred back to the Technical Leads for review and remediation, and Verily may resubmit such Completed Deliverable using the process set forth in Section 3.9.1. 3.9.4 If the Technical Leads make a separate (split) recommendation regarding whether Verily has achieved Development Completion with respect to such Completed Deliverable, then, no later than twenty (20) calendar days after the date of the Acceptance Submission Notice, the Executive Sponsors shall review the recommendation(s) of the Technical Leads and attempt to resolve the differences in the recommendations. If the Executive Sponsors are unable to reach a unanimous decision in such time, then the matter shall be referred to the Chief Executives of DexCom and Verily for resolution by good faith discussions for a period of at least fifteen (15) Business Days. In the event that the Chief Executives are unable to reach agreement with respect to such matter within such fifteen (15) Business Days, then the dispute shall be resolved pursuant to Article 13, provided that each Party shall retain final decision-making authority with respect to the implementation of any such termination, Contractor shall return all payments previously made to Contractor its own responsibilities under the [***] (so long as in compliance with this Contract for such DeliverableAgreement).