TiVo 2004 Annual Report Download - page 156

(viii) reporting obligations for TiVo to update Comcast as to its progress under the Initial TIMS Statement of Work, which reports shall be
required at commercially reasonable intervals; and
(ix) detailed procedures for modification of the Initial TIMS Statement of Work by a Party as evidenced in a PCR, which shall give such
Party the right to request changes to the Initial TIMS Statement of Work subject only to the Parties' acceptance of such changes and to Comcast
paying any reasonable additional costs associated with such changes and such changes not imposing an undue burden on TiVo's resource
availability.
(c) Promptly following finalization of the Initial TIMS Statement of Work in accordance with Section 6.1(b) above, each Party shall commence
performance of its obligations thereunder and cooperate with the other Party in the performance of such obligations in good faith and in a commercially
reasonable manner. In carrying out their respective obligations under the Initial TIMS Statement of Work and any other Statement of Work relating to
the TIMS Solution, TiVo and Comcast shall perform such obligations in a professional and workmanlike manner and comply with their respective time
deadlines set forth therein. In addition, TiVo shall use commercially reasonable efforts to achieve all milestones specified therein and comply with all
specifications contained therein (including, without limitation, those relating to the features, functionality and operational requirements thereof).
(d) Any deliverables relating to the TIMS Solution shall be delivered by TiVo and tested and accepted (or rejected) by Comcast in accordance
with the following procedures:
(i) TiVo shall deliver all such deliverables pursuant to the respective milestone dates specified in the applicable Statement of Work and
provide a written certification to Comcast when each such deliverable is delivered.
(ii) In determining whether any such deliverable satisfies the applicable acceptance criteria specified in the applicable Statement of Work,
Comcast and TiVo shall follow the following procedures: Comcast shall have the number of days specified in the applicable Statement of Work
for the applicable deliverable after delivery of each deliverable to perform appropriate acceptance tests (herein, the "Acceptance Period").
Within such Acceptance Period, Comcast shall use commercially reasonable efforts to perform such acceptance tests and communicate the results
to TiVo. By the end of such Acceptance Period, Comcast shall notify TiVo in writing that (x) the deliverable has failed to meet the applicable
acceptance criteria, specifying in reasonable detail that nature of such failure, or (y) Comcast accepts such deliverable. If Comcast fails to notify
TiVo within such Acceptance Period as to any failure of the deliverable, or if Comcast distributes or otherwise uses the deliverable for
commercial purposes, Comcast shall be deemed to have accepted such deliverable. If Comcast reports any failure with respect to a deliverable,
TiVo shall use commercially reasonable efforts to correct such failure within the number of days specified in the applicable Statement of Work
for the applicable deliverable after the date of receipt of Comcast's notice of such failure and deliver to Comcast a corrected version of such
deliverable. Upon delivery of a corrected version of a deliverable, the foregoing procedures shall be repeated until such deliverable has been
accepted by Comcast, unless and until such time as Comcast terminates the development of the TIMS Solution as permitted under Section 6.1(g).
12.