Common use of Custom Software Development Clause in Contracts

Custom Software Development. i. Supplier shall develop the Custom Software in compliance with the applicable Services Order. During the development process, AT&T shall assist Supplier and cooperate with Supplier by making employees available to Supplier for consultation and providing information, facilities, equipment, and data required for the performance of the Services. The Parties shall mutually develop a Project plan utilizing Project management methodologies agreed to by the Parties, and predicated upon the Project’s requirements. The Project plan shall include deliverables, milestones, and reviews. ii. In accordance with the Project plan and applicable Specifications, Supplier shall develop, complete, and deliver to AT&T all programming to be included in the Custom Software. All Custom Software developed by Supplier shall be documented concurrently with its programming. In accordance with the Project plan, AT&T shall provide to Supplier the relevant test and interface data and test scripts. All Custom Software provided to AT&T hereunder shall be tested (including unit subsystem and system testing) and debugged by Supplier, unless otherwise specified in the Services Order. iii. After the completion of such testing and debugging, Supplier shall Deliver (and install, if applicable) such Custom Software to AT&T on or before the scheduled Delivery Date set forth in the applicable Services Order. Delivery shall be in accordance with Subsection c, “Delivery of Custom Software or Standard Software,” of Section 3.10 “Technology Standards” below. The protocol for Acceptance Tests after Delivery is described below in Section 3.9 “Acceptance or Rejection.” iv. Each Services Order will be subject to the governance procedures applicable to such Services Order. The respective Project Managers shall review each Party’s progress in meeting its objectives under the Project plan. Upon the request of AT&T’s Project Manager or on Supplier’s initiative, Supplier’s Project Manager will provide a written progress report identifying any circumstance (including but not limited to any discovery of ambiguity in any previously approved Specifications) coming to light since the previous such meeting which is likely to result in (i) a delay in Supplier’s ability to meet its due dates, or (ii) a proposed adjustment in projected amounts likely to be billed to AT&T for time and charges, or (iii) both such a proposed adjustment and such a delay. The report will provide Supplier’s best estimate of the length of such projected delay and the amount of such proposed adjustment to time and charges. To the extent that any such circumstance is shown to have resulted from a failure of AT&T (including any contractor or subcontractor of AT&T) to meet its obligations with respect to the Project, Supplier shall be granted an equitable extension of time and an equitable adjustment of the fixed or estimated fee to the extent necessary to remedy AT&T’s failure to meet its obligations. Supplier waives any and all claims for any such equitable extension or adjustment to the extent that it is based on any such circumstance in which Supplier failed to notify AT&T within one month (or as otherwise specified in the Services Order) of Supplier’s recognition of the problem. v. Each equitable extension of time and each equitable adjustment of any fixed or estimated fee shall be recorded in an amendment to the Services Order, which shall be prepared by the respective Project Managers of each Party. In addition, if AT&T desires to make a change in any previously approved Specifications, then AT&T shall deliver a change request to Supplier, and Supplier shall respond by providing a written change quote specifying any proposed adjustment to time and charges that Supplier believes necessary to effectuate the change. If AT&T accepts the proposed change, the Parties shall amend the applicable Services Order. For clarity, each such change shall become an amendment to the applicable Services Order when signed by the appropriate representative of each Party. If Program Material or Custom Software is not Delivered to AT&T (and installed, if applicable) as a result of factors under Supplier’s responsibility and control which includes Supplier’s Subcontractors and agents on or before the scheduled Critical Performance Milestone Date or Delivery Date therefore (as extended by any amendment), AT&T may, at its option, and subject to resolution of any related dispute in accordance with this Agreement’s dispute resolution process: 1. [***] scheduled Critical Performance Milestone Date or Delivery [***]; or 2. [***] Services Order covering such Custom Software [***] Software, [***]; or 3. [***] Services Order covering such Custom [***] under the Services Order [***]; provided, however, that [***]; or 4. [***] as set forth in the applicable Services Order. [***] pursuant to this Section, each Party shall [***]. vi. From time to time AT&T may authorize Supplier to use computer systems that are physically located on AT&T’s premises. Such authorization shall be limited to Projects specified in writing by AT&T. vii. Supplier shall notify AT&T as soon as reasonably possible of any Custom Software issues and risks that are identified by Supplier staff that may materially impact the Project and provide Custom Software development progress reports as reasonably requested by AT&T.