Common use of Audit and verification Clause in Contracts

Audit and verification. 7.1 Either the Independent Administrator or an independent auditor approved by the Steering Committee will arrange for one model from each Commercial Signatory’s annual report to be selected at random for verification testing at the Signatory’s expense. Verification testing shall be conducted in third party labs approved by the Steering Committee or under a supervised Vendor or Service Provider testing program with an accredited observer approved by the Steering Committee. Cable Television Laboratories, Inc. (CableLabs) and the Cable Operators’ test facilities operating under CableLabs’ guidance are specifically approved as test facilities for these purposes. 7.2 Either the Independent Administrator or an independent auditor approved by the Steering Committee will conduct an audit of procurement or sale figures reported by one Commercial Signatory selected at random each year. The same Signatory shall not be randomly selected two years in a row. 7.3 In addition, on request of the Steering Committee, the Independent Administrator or independent auditor approved by the Steering Committee shall conduct an audit of the information and test results supplied by any Commercial Signatory’s annual report. 7.4 Commercially sensitive information with respect to an individual Signatory, as designated by that Signatory, shall remain confidential both during and after the audit. Signatories agree to provide reasonable assistance to the auditor. The independent auditor must sign a confidentiality agreement in a form reasonably satisfactory to the Signatory. The Steering Committee shall bear the cost of such audit.