Common use of Failed Testing Clause in Contracts

Failed Testing. 5.7.1 If the County’s Project Director makes a good faith determination during the applicable acceptance testing period that the Solution (as a whole, or any component thereof), Services and/or Deliverables has not successfully completed an Acceptance Test or has not achieved Final Acceptance (collectively referred to for purposes of this Sub-paragraph 5.6 (Failed Testing) as “Designated Test”) in accordance with such test’s requirements, the County’s Project Director shall promptly notify Contractor in writing as set forth in Sub-Paragraph 5.1 (Acceptance Criteria). 5.7.2 Such procedure shall continue until such time as County notifies Contractor in writing either: (i) of the successful completion of such Designated Test in accordance with such test’s requirements, or (ii) that County has concluded, subject to the Dispute Resolution Procedure (as defined in Sub-paragraph 24.1 of this Agreement), that satisfactory progress toward such successful completion of such Designated Test in accordance with such test’s requirements is not being made, in which latter event, the Parties shall utilize the Dispute Resolution Procedure, and if the parties fail to agree upon a means of resolving the issue, then County shall have the right to seek to terminate this Agreement in accordance with Sub-paragraph 9.2 (Termination for Default) on such basis. 5.7.3 Such a termination by County may be, subject to the Dispute Resolution Procedure; specifically: (i) a termination with respect to one or more of the components of the Solution; (ii) a termination of any part of Exhibit A (Statement of Work) relating to the Solution, Service(s), Deliverables(s), and/or milestone(s) that is (are) not performing or conforming as required herein; or (iii) a termination of the entire Agreement if there is a failure to achieve Final Acceptance in accordance with Sub-paragraph 5.5 due to a Sev 1 or Sev 2 issue that materially affects the functionality or performance of the Solution as a whole in accordance with the Specifications and that cannot be resolved despite good faith efforts by Contractor. In the event of a termination under this Sub-paragraph 5.6 (Failed Testing), and subject to the Dispute Resolution Process set forth in Paragraph 24.0 (including final resolution of litigation, if applicable), County shall have the right to receive from Contractor, reimbursement of all payments made to Contractor by County under this Agreement for the component(s), Solution, Service(s), Deliverables(s), and/or milestone(s) as to which the termination applies, or, if the entire Agreement is terminated, all amounts paid by County to Contractor under this Agreement. The foregoing is without prejudice to any other rights that may accrue to County or Contractor under the terms of this Agreement or by law. In addition, in the event of such a termination and reimbursement of payment hereunder, County must cease use of and return to Contractor all Deliverables covered by such termination, and the County shall not be entitled to any joint ownership or copyright interest in any Deliverable covered by such termination.. Accordingly, County’s joint ownership and copyright interest in any Deliverable covered by such termination shall terminate effective upon the effective date of such termination.

Failed Testing. 5.7.1 12.5.1 If the County’s Project Director makes a good faith determination during the applicable acceptance testing period at any time that the Solution (System as a whole, or any component Component thereof), Services and/or Deliverables has not successfully completed an Acceptance Test or has not achieved Final Acceptance (collectively referred to for purposes of this Sub-paragraph 5.6 (Failed Testing) Paragraph 12.5 as “"Designated Test”) in accordance with such test’s requirementsTests"), the County’s Project Director shall promptly notify Contractor in writing of such failure, specifying with as set forth much detail as possible the manner in Sub-Paragraph 5.1 (Acceptance Criteria)which the System Component or the System failed to pass the applicable Designated Test. Contractor shall immediately commence all reasonable efforts to complete, as quickly as possible, such necessary corrections, repairs and modifications to the System Component or the System as will permit the System Component or the System to be ready for retesting. Contractor shall notify County’s Project Director in writing when such corrections, repairs and modifications have been completed, and the applicable Designated Test shall begin again. If, after the applicable Designated Test has been completed for a second time, County’s Project Director makes a good faith determination that the System Component or the System again fails to pass the applicable Designated Test, County’s Project Director shall promptly notify Contractor in writing, specifying with as much detail as possible the manner in which the System Component or the System failed to pass the applicable Designated Test. Contractor shall immediately commence all reasonable efforts to complete, as quickly as possible, such necessary corrections, repairs and modifications to the System Component or the System as will permit the System Component or the System to be ready for retesting. 5.7.2 12.5.2 Such procedure shall continue continue, subject to County’s rights under Paragraphs 6.2 (Milestones) and 8.3 (Termination) in the event Contractor fails to timely complete any Milestone, until such time as County notifies Contractor in writing either: (i) of the successful completion of such Designated Test in accordance with such test’s requirements, or (ii) that County has concluded, subject to the Dispute Resolution Procedure (as defined in Sub-paragraph 24.1 of this Agreement)Procedure, that satisfactory progress toward such successful completion of such Designated Test in accordance with such test’s requirements is not being made, in which latter event, the Parties shall utilize the Dispute Resolution Procedure, and if the parties fail to agree upon a means of resolving the issue, then County shall have the right to seek make a determination, which shall be binding and conclusive on Contractor, that a non-curable default has occurred and to terminate this Agreement in accordance with Sub-paragraph 9.2 Paragraph 21 (Termination for Default) on the basis of such basisnon-curable default. 5.7.3 12.5.3 Such a termination by County may be, be subject to the Dispute Resolution Procedure; specifically, either, as determined by County in its sole judgment: (i) a termination with respect to one or more of the components Components of the SolutionSystem; or (ii) a termination of any part of Exhibit A (Statement of Work) relating to if County believes the Solution, Service(s), Deliverables(s), and/or milestone(s) that is (are) not performing or conforming as required herein; or (iii) a termination of the entire Agreement if there is a failure to achieve Final Acceptance in accordance with Sub-paragraph 5.5 due to a Sev 1 or Sev 2 issue that pass the applicable Designated Test materially affects the functionality functionality, performance or performance desirability to County of the Solution System as a whole in accordance with whole, the Specifications and that cannot be resolved despite good faith efforts by Contractorentire Agreement. In the event of a termination under this Sub-paragraph 5.6 (Failed Testing), and subject to the Dispute Resolution Process set forth in Paragraph 24.0 (including final resolution of litigation, if applicable)12.5, County shall have the right to receive from Contractor, within ten (10) days of written notice of termination, reimbursement of all payments made to Contractor by County under this Agreement for the component(s), Solution, Service(s), Deliverables(s), and/or milestone(sSystem Component(s) and related Deliverables as to which the termination applies, or, if the entire Agreement is terminated, all amounts paid by County to Contractor under this Agreement. If the termination applies only to one or more System Component(s), at County’s sole option, any reimbursement due to it may be credited against other sums due and payable by County to Contractor. The foregoing is without prejudice to any other rights that may accrue to County or Contractor under the terms of this Agreement or by law. In addition, in the event of such a termination and reimbursement of payment hereunder, County must cease use of and return to Contractor all Deliverables covered by such termination, and the County shall not be entitled to any joint ownership or copyright interest in any Deliverable covered by such termination.. Accordingly, County’s joint ownership and copyright interest in any Deliverable covered by such termination shall terminate effective upon the effective date of such termination.