Should Developer not approve the Development Plan Modification Agreement as written, Developer will
so notify Customer within [NUMBER] working days of Developer's receipt of the Development Plan
Modification Agreement. Developer shall not be obligated to perform any services beyond those called for
in the Development Plan prior to its approval of the Development Plan Modification Agreement.
For purposes of this Agreement, each Development Plan Modification Agreement duly authorized in
writing by Customer and Developer shall be deemed incorporated into and made part of this Agreement.
Each such Development Plan Modification Agreement shall constitute a formal change to this Agreement
adjusting fees and completion dates as finally agreed upon.
10. DELAYS
Developer shall use all reasonable efforts to deliver the Software on schedule. However, at its option,
Developer can extend the due date for any Deliverable by giving written notice to Customer. The total of
all such extensions shall not exceed [NUMBER] of days.
Any delay or nonperformance of any provision of this Agreement caused by conditions beyond the
reasonable control of the performing party shall not constitute a breach of this Agreement, provided that
the delayed party has taken reasonable measures to notify the other of the delay in writing. The delayed
par
ty’s time for performance shall be deemed to be extended for a period equal to the duration of the
conditions beyond its control.
Conditions beyond a party’s reasonable control include, but are not limited to, natural disasters, acts of
government after the date of the Agreement, power failure, fire, flood, acts of God, labor disputes, riots,
acts of war and epidemics. Failure of subcontractors and inability to obtain materials shall not be
considered a condition beyond a party’s reasonable control.
11. ACCEPTANCE TESTING OF SOFTWARE
Immediately upon completion of each development phase set forth in the Development Plan's delivery
schedule, Developer shall deliver and install the Software and shall deliver all documentation and other
materials required to be provided in accordance with the delivery schedule. Customer shall have
[NUMBER] days from the delivery of the Software to inspect, test and evaluate it to determine whether
the Software satisfies the acceptance criteria in accordance with procedures set forth in the Development
Plan, or as established by Developer and approved by Customer prior to testing.
If the Software does not satisfy the acceptance criteria, Customer shall give Developer written notice
stating why the Software is unacceptable. Developer shall have [NUMBER] days from the receipt of such
notice to correct the deficiencies. Customer shall then have [NUMBER] days to inspect, test and
reevaluate the Software. If the Software still does not satisfy the acceptance criteria, Customer shall have
the option of either: (1) repeating the procedure set forth above, or (2) terminating this Agreement
pursuant to the section of this Agreement entitled "Termination." If Customer does not give written notice
to Developer within the initial [NUMBER]-day inspection, testing and evaluation period or any extension of
that period, that the Software does not satisfy the acceptance criteria, Customer shall be deemed to have
accepted the Software upon expiration of such period.
Upon completion of the final development phase set out in the Development Plan, acceptance testing
shall be performed on the Software in its entirety to determine whether the Software satisfies the
acceptance criteria and operates with internal consistency. Customer shall have [NUMBER] days to
perform such tests. If the completed Software does not satisfy the acceptance criteria, the parties shall
follow the acceptance procedures described in the preceding paragraph
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