Delivery and Acceptance

Provider shall deliver each _ (“Deliverable”) to Customer on the following timeframe: ____.

(a) Acceptance and Rejection. Each Deliverable will be considered accepted (“Acceptance”) (i) when Customer provides Provider written notice of acceptance or (ii) _ days after delivery, if Customer has not first given Provider written notice of rejection. Customer may reject a Deliverable only if it materially deviates from its Specifications and only via written notice setting forth the nature of such deviation. Acceptance does not imply Customer’s recognition or concession that a Deliverable complies with its Specifications or with the warranties or other requirements of this Agreement or is otherwise suitable.

(b) Redelivery. In case of rejection, Provider shall correct the deviation and redeliver the Deliverable within __ days. Redelivery pursuant to the previous sentence will constitute another delivery, and the parties shall again follow the acceptance procedures in this Section .

(c) Remedies. Customer may terminate this Agreement for cause if Provider fails to provide a Deliverable that materially conform to its Specifications as required above after the second delivery; provided Customer exercises such termination right without 30 days of the third or subsequent failure. The preceding sentence does not limit the definition of material breach of contract or limit any right or remedy for breach.