Common use of Audit of Charges Clause in Contracts

Audit of Charges. Upon the reasonable request of SBC, PSC will permit SBC or its designated representatives (who will not be PSC Competitors or Affiliates of PSC Competitors, other than the reporting auditors of any SBC Warburg Division Member) access to PSC's books and records to perform an audit up to four (4) times per Budget Period to the extent necessary to verify PSC's charges to SBC under this EPI Agreement. SBC will provide to PSC a copy of the audit report resulting from each such audit upon its completion. As promptly as practicable thereafter, but within nine (9) months of the receipt by SBC of the invoice concerning the disputed cost, SBC must provide notice to PSC of a dispute and the parties will then review the audit report and work in good faith to agree upon any reimbursement of charges due to SBC and any appropriate future adjustments to PSC's charges and practices under this EPI Agreement. Subject to the delivery of the notice referred to above, if such audit demonstrates that PSC's invoiced charges for that period differ from the correct charges for that period, PSC will either (i) issue a credit to SBC against the next succeeding monthly invoice for the amount of any overpayments, or (ii) issue an invoice to SBC for any underpayments, plus in the event of (i) above, interest on the credited amounts equal to the SBC Interest Rate calculated from the date such amounts were overpaid, and in the event of (ii) above, interest on the invoiced amounts equal to the PSC Interest Rate calculated from the date such amounts should have been paid. If PSC's invoiced charges for the applicable period exceed the correct charges for that period by more than ten percent (10%), PSC will pay or reimburse SBC for the reasonable costs of such audit. In the event PSC reasonably desires to limit the scope of SBC's audit rights in order to protect confidential or proprietary information, the audit will be conducted by an independent third party auditor mutually acceptable to PSC and SBC who will verify PSC's charges to SBC for the relevant period without disclosing any Confidential Information of any member of the PSC Group to any member of the SBC Group or any other party. APPENDIX 1 TO SCHEDULE F BUDGET AND CAPACITY PLANNING

Audit of Charges. Upon the reasonable request of SBCnot less than thirty (30) days prior written notice, PSC will permit SBC or its designated representatives (who will not be PSC Competitors or Affiliates of PSC Competitors, other than the reporting auditors of any SBC Warburg Division Member) Fidelity shall provide to R▇▇▇▇ access to PSC's books Fidelity’s records and records to perform an audit up to four (4) times per Budget Period to the extent supporting documentation necessary to verify PSC's charges the accuracy of Fidelity’s invoiced Charges and credits to SBC under this EPI Agreement. SBC will provide to PSC a copy of the audit report resulting from each such audit upon its completion. As promptly as practicable thereafter, but within nine (9) months of the receipt by SBC of the invoice concerning the disputed cost, SBC must provide notice to PSC of a dispute and the parties will then review the audit report and work in good faith to agree upon any reimbursement of charges due to SBC and any appropriate future adjustments to PSC's charges and practices under this EPI Agreement. Subject to the delivery of the notice referred to above, if such audit demonstrates that PSC's invoiced charges for that period differ from the correct charges for that period, PSC will either (i) issue a credit to SBC R▇▇▇▇ against the next succeeding monthly invoice for chargeable units and charging and crediting formulas specifically set forth in Exhibit 2 (excluding any access by R▇▇▇▇ to Fidelity’s cost or allocation of cost of goods, services and labor, profit and loss and all similar financial data, books and records). R▇▇▇▇ shall bear the amount costs of any overpayments, or (ii) issue an invoice to SBC for any underpayments, plus in the event of (i) above, interest on the credited amounts equal to the SBC Interest Rate calculated from the date such amounts were overpaid, and in the event of (ii) above, interest on the invoiced amounts equal to the PSC Interest Rate calculated from the date such amounts should have been paid. If PSC's invoiced charges for the applicable period exceed the correct charges for that period by more than ten percent (10%), PSC will pay or reimburse SBC for the reasonable costs of such audit. In the event PSC reasonably desires to limit the scope of SBC's audit rights in order to protect confidential or proprietary information, the audit will results in a determination that Fidelity has undercharged R▇▇▇▇, then the amount of such undercharge shall be conducted by treated, for invoicing and payment purposes, as an independent third party auditor mutually acceptable to PSC and SBC who will verify PSC's charges to SBC adjustment in arrears for the relevant period without disclosing any Confidential Information month in which the undercharge is discovered or in the month in which the final resolution occurs, but no interest or other fee shall be due or payable by R▇▇▇▇ with respect to such delayed payment. In the event the audit results in a determination that Fidelity has overcharged R▇▇▇▇ or that Fidelity failed to timely or properly provide a credit or reimbursement to R▇▇▇▇, then the amount of any member such overcharge and/or credit and/or reimbursement (plus interest thereon from the date of such overcharge or failure to timely or properly provide a credit or reimbursement to R▇▇▇▇ through the date of repayment or credit by Fidelity at the rate specified in Section 4.05(b)) shall be treated, for invoicing and payment purposes, as a credit in arrears for the month in which the overcharge or failure to credit or reimburse is discovered or in the month in which the final resolution occurs, whichever later occurs. If the amount of the PSC Group overcharge and/or credit and/or reimbursement is equal to any member or exceeds ten percent (10%) of the SBC Group or any other party. APPENDIX 1 TO SCHEDULE F BUDGET AND CAPACITY PLANNINGtotal amount of the Charges for the calendar year to which the audit relates, Fidelity shall reimburse R▇▇▇▇ for the reasonable out-of-pocket costs of the audit.