Acceptance of Deliverables

Table of Contents:

• Acceptance Criteria

• Acceptance Procedures

Acceptance of Deliverables

Customer acceptance of a deliverable (e.g., service, software, product, etc.) is critical to triggering certain rights and obligations of both the supplier and the customer, including transferring title and/or risk of loss, and starting the clock for payment. To avoid misunderstandings regarding how and whether a customer accepts a deliverable, the parties to a contract for the provision of deliverables should include terms that define when and how such acceptance is manifested.

Acceptance Criteria

The following exemplars recite common criteria for determining whether a customer has accepted a deliverable, or whether it should be deemed to have accepted:

Exemplar C1-1

Customer shall be deemed to have accepted the Products only in the event that Customer: (A) fails to accept or reject the Products within thirty (30) days of delivery to Customer; (B) explicitly accepts the Products in writing; (C) uses the Products in Customer’s manufacturing process and the Products successfully complete final test; or (D) delivers the Products to any customer. Acceptance by Customer will not be deemed a waiver of any defects in any deliverable or of any of Customer 's rights or remedies under this Agreement.

Exemplar C1-2

Notwithstanding the foregoing, Customer shall be deemed to have Accepted:

(a) the Licensed Software or the Developments if Customer has not notified Vendor in writing that the Licensed Software or the Developments have failed Acceptance Testing;

(b) the Licensed Software or the Developments if Customer evidences acceptance thereof in writing;

(c) the Licensed Software upon first commercial distribution of the Licensed Software to a Customer as part of or for use in conjunction with a RIM Product; and/or

(d) the Developments, if RIM Commercializes the Developments.

Exemplar C1-3

To the extent that this SOW calls for Company to develop any software, hardware, or technology integration as a service or deliverable (the “Deliverable”), the following acceptance procedures shall apply. The Product shall be deemed accepted by Customer if any of the following events occur:

(A) Issuance of a Notice of Acceptance if the following criteria have been met by Company:

(1) The mutually agreed upon Test Plan has been executed for all completed features and their interoperability as the appropriate components of the Experience Platform;

(2) All defects discovered during System Testing have been logged in the defect tracking system mandated by Customer;

(3) There are no Priority 1 or Priority 2 defects outstanding; and

(4) The System Test Summary Report has been issued;

(B) If Customer fails to deliver a Notice of Acceptance or written notification of non-compliance on or before the date that is twenty (20) business days after Company’s delivery of the Deliverable to Customer; or

(C) If Customer distributes the Deliverable to any customer or otherwise commercially uses the Deliverable.

Acceptance Procedures

The parties may also agree to define a specific process or procedure that gives the customer reasonable time to inspect the deliverable and confirm acceptance (or rejection) to the supplier:

Exemplar C1-4

Client will have ten (10) business days after Supplier notifies Client in writing that a Service or Deliverable under a Statement of Work has been completed and is ready for testing to confirm that the Services and/or Deliverable substantially conform to the specifications set forth in the applicable Statement of Work (the “Acceptance Period”). Supplier’s performance under the applicable Statement of Work and the associated Services and Deliverables will be deemed accepted by Client, unless Client provides written notice to Supplier before the end of the Acceptance Period that the Services and/or Deliverables do not substantially conform to the specifications in the Statement of Work. Such notice will describe with particularity the nature of the nonconformance. If Client gives timely notice that Supplier’s performance is nonconforming, Supplier will make and submit to Client changes that may reasonably be required to correct the deficiencies described in the notice. Client will have an additional Acceptance Period from the receipt of the corrected Services and/or Deliverables to confirm they substantially conform to the specifications set forth in the applicable Statement of Work. The corrected Services and/or Deliverables will be deemed accepted by Client, unless it provides written notice to Supplier before the end of such reevaluation Acceptance Period that the Services and/or Deliverables still do not conform to the specifications. In the event the corrected Services and/or Deliverables are still nonconforming, the foregoing process will continue in ten (10) business day intervals until they are accepted, withdrawn by Client, or the Agreement is terminated. Client will not unreasonably withhold or delay acceptance. Upon acceptance of a Deliverable, Client will promptly pay the designated balance due, if any, under the applicable Statement of Work. Supplier will not be responsible for non-conformances caused by Client, Client’s agents, third parties.

Exemplar C1-5

The acceptance criteria for the Deliverables shall be that, in Client’s sole and reasonable discretion, each Deliverable materially conforms to the specifications set forth for the Deliverable in this SOW (the “Acceptance Criteria”). Client shall have eight (8) business days from receipt of a Deliverable to review the Deliverable in good faith. If, within eight (8) business days of receipt of the Deliverable, Client provides CONTRACTOR with written notice (which may be provided by e-mail) (a “Rejection Notice”) that the Deliverable does not materially conform to the Acceptance Criteria, the Client will state the reasons for the nonconformance and what must be corrected, and CONTRACTOR will be given a reasonable opportunity to correct any deficiencies so that the Deliverable satisfies the Acceptance Criteria. In the absence of any such Rejection Notice within the time period set forth above or if Client uses a Deliverable (notwithstanding any rejection of such Deliverable), such Deliverable will be deemed to have been accepted by Client and satisfy and conform to the Acceptance Criteria. Any Rejection Notice or determination by Client with respect to a Deliverable’s conformance with the Acceptance Criteria shall be made reasonably and in good faith. The acceptance process set forth in this paragraph may be repeated, at Client’s sole discretion, until Client either approves and accepts the Deliverable or terminates this SOW.

Exemplar C1-6

Customer shall have the right, in its sole discretion, to inspect, evaluate and test each Deliverable of a SOW or other performance specification to verify that it materially conforms to its applicable Specifications. If Customer determines that a Deliverable does materially conform to its applicable Specifications, it shall promptly issue a written notice of its acceptance of the Deliverable. If Customer determines that a Deliverable does not materially conform to its applicable Specifications (each, a “Nonconforming Deliverable”), Customer shall promptly notify Supplier and provide a written list of the non-conformities. Upon receipt of Customer’s nonconformance notice, Supplier shall, at no additional cost or charge to Customer, promptly perform those services necessary to remedy the non-conformities and prepare the Deliverable for retesting and review. In no event shall delivery of such corrective measures exceed twenty (20) calendar days from receipt of Customer’s notice. If Supplier has not provided a modified Deliverable within the twenty (20) calendar day period described above, or if Customer determines that the Nonconforming Deliverable, as revised, still does not materially conform with the applicable Specifications, Customer may either: (i) afford Supplier the opportunity to repeat the correction and modification process as set forth above at no additional cost or charge to Customer, or (ii) depending on the nature and extent of the failure in Customer’s sole judgment, terminate the relevant SOW or this Agreement in whole or in part, as set forth below.

Exemplar C1-7

Customer shall have the right, in its sole discretion, to inspect, evaluate and test each Deliverable of a SOW or other performance specification to verify that it materially conforms to its applicable Specifications within ten (10) business days of delivery of each Deliverable. If there is no formal acceptance within this timeframe after two (2) documented confirmation attempts, then the Deliverable will be deemed accepted. If Customer determines that a Deliverable does materially conform to its applicable Specifications, it shall promptly issue a written notice of its acceptance of the Deliverable. If Customer determines that a Deliverable does not materially conform to its applicable Specifications (each, a “Nonconforming Deliverable”), Customer shall promptly notify Contractor and provide a written list of the non-conformities. Upon receipt of Customer’s nonconformance notice, Contractor shall, at no additional cost or charge to Customer, promptly perform those services necessary and reasonable to remedy the non-conformities and prepare the Deliverable for retesting and review. In no event shall delivery of such corrective measures exceed twenty (20) calendar days from receipt of Customer’s notice unless mutually agreed upon which will not be unreasonably withheld.

Exemplar C1-8

Each Exhibit shall contain the acceptance approach for the Deliverables being developed thereunder, which may consist of acceptance criteria set forth in the Exhibit or an Acceptance Test Plan (“ATP”) that will be developed under the Project and mutually agreed to. Except as otherwise set forth in the Exhibit, Deliverables shall be deemed accepted once such Deliverables meet the acceptance criteria or ATP and, Customer shall have ten (10) days after receipt of the Deliverables to verify that the Deliverables meet the acceptance criteria or ATP. Unless Customer notifies Supplier in writing within ten (10) days of delivery to Customer of any non-compliance of the Deliverables with the acceptance criteria or ATP, the Deliverables shall be deemed accepted by Customer. If Customer notifies Supplier within the ten (10) day period, Supplier will use commercially reasonable efforts to remedy the non-compliance, and final acceptance shall occur upon the Deliverable successfully passing all acceptance criteria or ATP, as applicable. If no acceptance criteria or ATP are specified in the Exhibit, the Deliverable shall be deemed accepted by Customer upon shipment from Supplier.

The following exemplar prescribes a special acceptance process for the development of a software-based deliverable (aka application):

Exemplar C1-9

DEVELOPER will deliver an Application to Client at least thirty (30) days prior to distribution for Client’s review and approval. In the event that Client does not provide its written approval of the Application, DEVELOPER shall, within ten (10) business days of receipt of Client’s statement of the bases for its disapproval, provide the revised Application to Client. If Client does not provide its written approval of such revised Application, Client may, at its sole discretion, (i) request that DEVELOPER provide a further revised Application to Client, and DEVELOPER shall deliver such revised Application within ten (10) business days, or (ii) without limiting any other legal or equitable remedies available to Client, terminate this Agreement by providing written notice to DEVELOPER. The process set forth in the previous sentence may be repeated, at Client’s sole discretion, until Client either approves and accepts the Application or terminates the Agreement in accordance with the previous sentence. If following approval of the Application Client subsequently discovers any defect in the Application based on the Product Specifications, DEVELOPER shall, within ten (10) business days after receipt of notice from Client of such defect, use commercially reasonable efforts to make all necessary and appropriate corrections to eliminate such defect and redeliver the revised or corrected version of the Application to Client at no additional charge or, upon Client’s written approval, present Client with a reasonable plan for correction. If within ten (10) business days of receipt of Client’s notice of such defect(s) there is any remaining defect, Client may in Client’s sole discretion (i) request that DEVELOPER provide a further revised Application to Client, and DEVELOPER shall deliver such revised Application within ten (10) business days, or (ii) without limiting any other legal or equitable remedies available to Client, terminate this Agreement by providing written notice to DEVELOPER.