Common use of DELIVERY AND COMPLETION Clause in Contracts

DELIVERY AND COMPLETION. (a) Professional Services will be deemed completed by Aternity upon the sooner of (i) mutual agreement by the parties, (ii) for T&M Services, once each applicable hour or day has been delivered, or (iii) for FP Services, upon delivery of the FP Services or each applicable phase or milestone identified in the applicable Service Documentation and/or SOW. Notwithstanding the foregoing, if Aternity has partially completed a FP Service and Aternity is not able to complete the FP Service due to Customer’s failure to schedule completion of the FP Services within the later of (A) ninety (90) days after Customer purchased the FP Service or (B) thirty (30) days after the originally agreed upon completion date for the FP Service, such FP Services will be deemed delivered and completed on such later date. Aternity will use commercially reasonable efforts to schedule Professional Services as promptly as practicable; however, Aternity requires a minimum of ten (10) business days after Aternity’s acceptance of an Order to prepare and plan for Professional Services to begin. Customer shall schedule all remote work in one (1) day minimum blocks of time. If Customer purchases five (5) or more days of T&M Services in an Order, Customer shall schedule such T&M Services in minimum increments of five (5) consecutive days unless otherwise approved in advance by Aternity. If Professional Services will be performed onsite at a location designated by Customer, such onsite visits must include fixed or budgeted travel and expenses as part of the Order, and Customer shall schedule each day of onsite Professional Services in consecutive days, and in minimum increments of five (5) consecutive days if five (5) or more days are purchased, unless otherwise approved in advance by Aternity. Unless otherwise expressly provided in the applicable Service Documentation or a SOW, as used with respect to Professional Services, a “day” is defined as eight (8) hours during the regular business hours 7:00 AM to 7:00 PM local time, Monday through Friday, of a single day (excluding local holidays). Customer is not permitted to cancel or reschedule any Professional Services without Aternity’s prior consent except as otherwise expressly set forth in this Agreement. Without limiting the foregoing, Professional Services that are not completed within six (6) months after the Order date will be deemed completed unless otherwise agreed by Aternity in writing. Regardless of how such Professional Services are billed, if requested by Aternity, Customer shall confirm the completion of all Professional Services to Aternity in writing within two (2) business days after any such completion. If Customer fails to provide written notice to Aternity of Aternity’s failure to complete any Professional Services within five (5) business days after such Professional Services are deemed completed in accordance with this Section, Customer waives any right to claim that Aternity did not complete the Professional Services. (b) If Customer requests to cancel or requests to reschedule delivery of any Professional Services, Aternity may accept or reject the rescheduling or cancellation request in its discretion, provided that if such request is received within three (3) business days prior to a confirmed delivery date, Aternity may invoice Customer in full for any such cancelled or rescheduled Professional Services.

DELIVERY AND COMPLETION. (a) Professional Services will be deemed completed by Aternity upon the sooner of (i) mutual agreement by the parties, (ii) for T&M Services, once each applicable hour or day has been delivered, or (iii) for FP Services, upon delivery of the FP Services or each applicable phase or milestone identified in the applicable Service Documentation and/or SOW. Notwithstanding the foregoing, if Aternity has partially completed a FP Service and Aternity is not able to complete the FP Service due to Customer’s failure to schedule completion of the FP Services within the later of (A) ninety (90) days after Customer purchased the FP Service or (B) thirty (30) days after the originally agreed upon completion date for the FP Service, such FP Services will be deemed delivered and completed on such later date. Aternity will use commercially reasonable efforts to schedule Professional Services as promptly as practicable; however, Aternity requires a minimum of ten (10) business days after Aternity’s acceptance of an Order to prepare and plan for Professional Services to begin. Customer shall schedule all remote work in one (1) day minimum blocks of time. If Customer purchases five (5) or more days of T&M Services in an Order, Customer shall schedule such T&M Services in minimum increments of five (5) consecutive days unless otherwise approved in advance by Aternity. If Professional Services will be performed onsite at a location designated by Customer, such onsite visits must include fixed or budgeted travel and expenses as part of the Order, and Customer shall schedule each day of onsite Professional Services in consecutive days, and in minimum increments of five (5) consecutive days if five (5) or more days are purchased, unless otherwise approved in advance by Aternity. Unless otherwise expressly provided in the applicable Service Documentation or a SOW, as used with respect to Professional Services, a “day” is defined as eight (8) hours during the regular business hours 7:00 AM to 7:00 PM local time, Monday through Friday, of a single day (excluding local holidays). Customer is not permitted to cancel or reschedule any Professional Services without Aternity’s prior consent except as otherwise expressly set forth in this Agreement. Without limiting the foregoing, Professional Services that are not completed within six (6) months after the Order date will be deemed completed unless otherwise agreed by Aternity ▇▇▇▇▇▇▇▇ in writing. Regardless of how such Professional Services are billed, if requested by Aternity, Customer shall confirm the completion of all Professional Services to Aternity in writing within two (2) business days after any such completion. If Customer fails to provide written notice to Aternity of Aternity’s failure to complete any Professional Services within five (5) business days after such Professional Services are deemed completed in accordance with this Section, Customer waives any right to claim that Aternity did not complete the Professional Services. (b) If Customer requests to cancel or requests to reschedule delivery of any Professional Services, Aternity may accept or reject the rescheduling or cancellation request in its discretion, provided that if such request is received within three (3) business days prior to a confirmed delivery date, Aternity may invoice Customer in full for any such cancelled or rescheduled Professional Services.