Testing & Acceptance: All Custom Work Product and other Deliverables of a nature suitable for testing shall be subject to acceptance under the following procedures:
(a) Testing of Deliverables. For work commissioned under this Agreement, a reasonable period for acceptance and error correction shall be considered a normal part of the development process. Following delivery and installation, Hiring Party shall have ten (10) business days (the "Test Period") to conduct reasonable testing of the Deliverable to determine whether it performs substantially in accordance with the Specifications.
(b) Correction of Defects. If no material variances from the Specifications are identified in writing during the Test Period, the Deliverable shall be deemed accepted by Hiring Party. If material defects are identified during the Test Period, Hiring Party shall provide written notice identifying the particular specification at issue and providing detailed reasons why the tested feature does not meet the specification. Contractor shall not be required to correct minor imperfections or defects that do not materially impair the operation of the Deliverable. Contractor shall have a reasonable opportunity to correct, replace or provide functional "workarounds" for all items or to commence corrective action reasonably acceptable to Hiring Party and proceed with reasonable diligence to completion.
(c) Acceptance of Deliverables. A Deliverable shall be deemed accepted if Hiring Party does not notify Contractor of any material defects during the Test Period or, if Hiring Party makes beneficial use of the Deliverable, it shall conclusively be deemed accepted and any outstanding items shall be covered to the extent provided under Section 10 ("Warranties"). Hiring Party shall not reject Deliverables containing nonconformities without first attempting in good faith to make beneficial use of the Deliverable in its diminished capacity in exchange for an equitable adjustment to the Agreement.
Proprietary Rights: The following provisions govern the ownership and use of Custom Work Product. For these purposes, "Custom Work Product" means all analyses, discoveries, designs, software routines, programs, documentation, training manuals, and any fixes, new releases, enhancements or derivative works of the foregoing created by Contractor or its personnel after the effective date and in furtherance of this Agreement. Subject to final payment, Hiring Party shall own all right, title and interest in the Custom Work Product. Contractor expressly acknowledges and agrees that the Custom Work Product constitutes "work made for hire" under Federal copyright laws (17 U.S.C. Sec. 101) owned exclusively by Hiring Party and, alternatively, hereby irrevocably assigns to Hiring Party all ownership rights and irrevocably waives all other rights (including moral rights) it might have in the Custom Work Product. Notwithstanding the foregoing, Contractor is granted a royalty-free non-exclusive license to reproduce, modify, use and sublicense copies of the Custom Work Product in conjunction with other development projects of Contractor that are not competitive with the Hiring Party's intended use of the Custom Work Product.
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