Common use of Proof of Concept Clause in Contracts

Proof of Concept. Upon modification of the existing Licensed Software in order to meet the Functional Requirements in accordance with each of the Milestones, the Licensed Software as so modified will be subjected to proof of concept testing ("Concept Testing") in accordance with a System Concept Protocol to be mutually agreed upon by the parties. Licensor shall give notice to Licensee (the "Concept Notice") advising Licensee of the date Licensor and Licensee jointly shall perform Concept Testing thereof, at Licensor's facility, in order for Licensee, in the exercise of its reasonable judgment, to determine whether or not such Licensed Software, as modified, meets the Functional Requirements required by the applicable Milestone in all material respects. Licensee shall have its representatives present at Licensor's facility to observe such Concept Testing. If the Licensed Software, as modified, fails to pass the Concept Testing, Licensor shall further modify such Licensed Software so that it meets the Functional Requirements required by the applicable Milestone in all material respects and passes the Concept Testing. In the event that Licensee believes that the Licensed Software does not pass the Concept Testing because it does not meet the Functional Requirements required by any Milestone, Licensee shall within five (5) days after such Concept Testing give written notice to Licensor describing in reasonable detail the reasons why the Functional Requirements of the applicable Milestone have not been met. Licensor shall repeat the foregoing process until the modifications to the Licensed Software pass the Concept Testing. Upon passing the Concept Testing, Licensee and Licensor shall each sign a document stating that the Concept Testing has been passed.