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I 11 <br /> ►A 11 <br /> C 0 N C E MI" [ <br /> 1 N1 T E G R T t 0 N <br /> 5.1 Delive . Consultant will deliver or cause to be delivered or made available to Customer each Deliverable in <br /> accordance with the Signed Acceptance Document. Except as otherwise expressly set forth in the Signed Acceptance <br /> Document, Consultant will deliver Consultant Software in binary code (object code) only. Customer acknowledges and <br /> agrees that Customer has no right or license under this Agreement to receive the source code for any Consultant Software. <br /> 5.2 Review and Acceptance.Acceptance of the Deliverables or System will be conducted as follows: <br /> (a) Following delivery of any Deliverables provided for in a Signed Acceptance Document (including where <br /> applicable installation of the System), Customer will have fourteen (14) calendar days (the "Review Period") to <br /> thoroughly inspect and review the Deliverables and/or System and confirm that the Services have been completed in <br /> accordance with the Signed Acceptance Document (the "Project Acceptance Review"). Consultant has the right to <br /> observe or participate in all or any part of the Project Acceptance Review. <br /> (b) Promptly upon the completion of the Project Acceptance Review,Customer shall notify Consultant in writing of <br /> its acceptance or,solely if the Project Acceptance Review identifies any material failure of the Deliverables or System <br /> to conform to the Specifications or perform in accordance with the Documentation(each,a"Nonconformity"),rejection <br /> of the Deliverables or System. Customer shall not unreasonably withhold its acceptance and shall include in any <br /> rejection notice a reasonably detailed description of the Project Acceptance Review conducted,the results thereof and <br /> each identified Nonconformity.The Deliverables or System will be deemed accepted by Customer upon the expiration <br /> of the Review Period if Customer has not delivered a notice accepting or rejecting the Deliverables or System prior to <br /> such expiration. <br /> (c) Subject to Section 5.2(d),following receipt of a rejection notice,Consultant shall use commercially reasonable <br /> efforts to remedy the Nonconformities reported by Customer. Customer shall,at no charge to Consultant, provide all <br /> such cooperation and assistance as Consultant may reasonably request to assist Consultant's efforts to remedy <br /> Nonconformities.Upon Consultant's notice of its correction of the reported Nonconformities,Customer shall have an <br /> additional Review Period to conduct Project Acceptance Reviews to determine whether such Nonconformities have <br /> been remedied. <br /> (d) The parties shall repeat the process set forth in Section 5.2(a) through Section 5.2(b) until Customer has <br /> accepted the Deliverables or System as set forth in Section 5.2(b), provided,however, if Customer issues more than <br /> three(3)rejection notices:(i)Customer may accept the Deliverables or System as nonconforming, in which case the <br /> parties agree to mutually negotiate any appropriate reduction in Fees to reflect the impact of the Nonconformities;or <br /> (ii) if Customer does not accept the System as nonconforming, either party may terminate this Agreement in <br /> accordance with Section 11.2(c)below. <br /> (e) Consultant has the right to dispute, in good faith, Customer's rejection or qualified acceptance of the <br /> Deliverables or System by providing written notice to Customer of such dispute within fourteen(14)calendar days after <br /> Consultant's receipt of Customer's written notice of such rejection or qualified acceptance, as applicable. Consultant <br /> shall specify in the notice of dispute the basis of the dispute in sufficient detail to facilitate investigation by Customer <br /> and resolution by the parties.The parties shall first attempt in good faith to promptly resolve the dispute by negotiation <br /> and consultation between themselves.If the dispute is not resolved on an informal basis within ten(10)calendar days <br /> after Consultant's notice thereof,the parties shall seek to resolve the dispute pursuant to Section 11.5. Pending the <br /> resolution of such dispute,Consultant will have no obligation to correct any alleged Nonconformity or repair or replace <br /> any Deliverables. <br /> This Section 5.2 sets forth Consultant's sole obligations and Customer's exclusive remedies for any failure of the <br /> Deliverables or System to conform to the Specifications or perform in accordance with the Documentation. <br /> 6. Maintenance and Support.During the Warranty Period,Consultant will provide to Customer System maintenance and <br /> support services as part of the Services and without additional charge, <br /> 7. Fe _Pa?l1D-Q�Terms• <br /> 7.1 Fees. Customer shall pay to Consultant the fees set forth in the Specification and Signed Acceptance <br /> Document("Fees"). <br /> concentric Integration,LLC I <br /> Page 4 of 14 <br />