Common use of Audit Limitations Clause in Contracts

Audit Limitations. All audits performed in connection with this Agreement are subject to the following limitations: (i) the use of a Customer Auditor that is a Provider competitor is subject to Provider’s prior written approval, such approval not to be unreasonably withheld; (ii) Customer and the Customer Auditor(s) must comply with the Provider’s reasonable security and confidentiality guidelines provided in writing in advance; and (iii) Customer and the Customer Auditor must obtain Provider’s written approval (which shall not be unreasonably withheld, delayed or conditioned) prior to utilizing tools or software within Provider’s or its subcontractors’ network, and Provider is entitled to test such tools and software prior to granting such approval. If an audit requires a testing of the security services provided to Provider by its hosting services provider, Customer and Provider will cooperate on developing a test plan for Provider to submit to its hosting services provider in advance of any such Customer security audit. The test plan will name the entity conducting the security audit. Customer, Provider and its hosting services provider will mutually agree upon any test plan and the time frame in which such testing occurs prior to the implementation of the test plan. The time spent conducting the security audits will constitute scheduled downtime requested by Customer.