Common use of Audit of Charges Clause in Contracts

Audit of Charges. (a) Service Provider shall maintain complete and accurate records of and supporting documentation for the amounts billed and billable to and payments made by Customer hereunder, and shall maintain and retain such records in accordance with Service Provider’s record retention policy as this policy may be adjusted from time to time or in accordance with Customer’s instruction provided to Service Provider in writing. Service Provider agrees to provide Customer with both paper and electronic documentation with respect to each invoice delivered under Section 9.1 sufficient to verify accuracy of such invoices. Customer and its authorized agents and representatives shall have access to such records for purposes of audit during normal business hours during the Term and during the period for which Service Provider is required to maintain such records as set forth above. Customer may conduct audits under this Section 19.2 no more than twice in any twelve (12) month period. (b) If Service Provider and Customer mutually agree upon the findings of such audit and if any audit or examination reveals that Service Provider’s invoices for the audited period are not correct for such period, overcharges and undercharges shall be resolved as follows: (i) if an overcharge of more than five percent (5%) is found, Service Provider will credit Customer for such overcharge amount on Customer’s next monthly invoice; and (ii) if an undercharge of greater than five percent (5%) is found, Service Provider will charge Customer for such undercharge amount on Customer’s next monthly invoice. (c) Service Provider may redact from its books, records and other documents provided to Customer and any third party participating in an audit (i) any information that reveals the identity or confidential information of other customers of the Service Provider and (ii) any books, records or other documents to which the attorney-client or the attorney work privileges apply, the provision of which, as determined by the Service Provider’s in-house counsel, may eliminate the privilege pertaining to such books, records or other documents.