Audit Conference. FIS will cooperate fully with Client or its designee in connection with Client’s audit functions or with regard to examinations by regulatory authorities as such audit or examination relates to the Services. Client acknowledges that FIS is not responsible for providing audit services or for auditing Client’s records or data. Following any such audit or examination, Client will conduct (in the case of an internal audit), or instruct its external auditors or examiners to conduct an exit conference with FIS and, at such time, and as soon as available thereafter, to provide FIS with a copy of the applicable portions of each report regarding FIS or FIS’s Services (whether draft or final) prepared as a result of such audit or examination. Client also agrees to provide and to instruct its external auditors to provide FIS, a copy of the portions of each written report containing comments concerning FIS or the Services performed by FIS pursuant to this Agreement. Client agrees that any audit or examination shall be conducted in a manner which does not unreasonably delay, disrupt or interfere with FIS’s delivery of the Services to Client or the delivery by FIS of services to its other customers. Furthermore, Client shall reimburse any reasonable costs incurred by FIS as a result of FIS’s cooperation with Client’s auditors or examiners, and FIS shall notify Client as soon as reasonably possible if FIS anticipates incurring any additional costs due to cooperation with auditors or examiners.
Appears in 2 contracts
Sources: Item Processing and Other Services Agreement (Independent Bank Corp), Item Processing and Other Services Agreement (Independent Bank Corp)
Audit Conference. FIS will cooperate fully with Client or its designee in connection with Client’s audit functions or with regard to examinations by regulatory authorities as such audit or examination relates to the Services. Client acknowledges that FIS is not responsible for providing audit services or for auditing Client’s records or data. Following any such audit or examination, Client will conduct (in the case of an internal audit), or instruct its external auditors or examiners to conduct an exit conference with FIS and, at such time, and as soon as available thereafter, to provide FIS with a copy of the applicable portions of each report regarding FIS or FIS’s Services (whether draft or final) prepared as a result of such audit or examination. Client also agrees to provide and to instruct its external auditors to provide FIS, a copy of the portions of each written report containing comments concerning FIS or the Services performed by FIS pursuant hereto. Such reports shall be considered Confidential Information and subject to this AgreementSection of the General Terms. Client agrees that any audit or examination shall be conducted in a manner which does not unreasonably delay, disrupt or interfere with FIS’s delivery of the Services to Client or the delivery by FIS of services to its other customers. Furthermore, Client shall reimburse any reasonable costs incurred by FIS as a result of FIS’s cooperation with Client’s auditors or examiners, and FIS shall notify Client as soon as reasonably possible if FIS anticipates incurring any additional costs due to cooperation with auditors or examiners.
Appears in 1 contract
Sources: Core System Processing Services Agreement (Independent Bank Corp)