Common use of Audit of Charges Clause in Contracts

Audit of Charges. In addition to COMMONWEALTH's rights under Article 16 hereof (but subject to the limitations therein as to assistance by third party organizations with an audit and to Section 16.5), upon at least thirty (30) days' notice from COMMONWEALTH and no more than once during any calendar year (unless the previous audit revealed a material discrepancy), ADMINISTRATOR and SDI shall provide COMMONWEALTH with access to all applicable financial records and supporting documentation in respect of its charges to COMMONWEALTH pursuant to Work Assignments during the preceding twenty four (24) months (excluding any that were earlier furnished by ADMINISTRATOR and SDI for audit) that are reasonably necessary to verify such charges for such months (excluding any already audited). If, as a result of such an audit, COMMONWEALTH determines that ADMINISTRATOR or SDI has overcharged COMMONWEALTH, COMMONWEALTH shall notify ADMINISTRATOR of the amount of such overcharge and ADMINISTRATOR shall promptly pay to COMMONWEALTH the amount of the overcharge, plus interest at the rate of the prime rate published by THE WALL STREET JOURNAL in its most recent edition prior to the time of such payment plus two percentage points, prorated per month (but in no event to exceed the highest lawful rate of interest), calculated from the date of payment of the overcharged amount until the date of payment to COMMONWEALTH, unless disputed in good faith. All Confidential Information of ADMINISTRATOR and/or SDI obtained as a result of any monitoring, audits or inspections pursuant to this Section 9.1 shall be held by COMMONWEALTH in accordance with the provisions of Article 14. COMMONWEALTH shall not have access to ADMINISTRATOR's, SDI's or their Affiliates' locations or proprietary data or to ADMINISTRATOR's or SDI's customer locations or proprietary data; PROVIDED that COMMONWEALTH may have access to appropriate portions of ADMINISTRATOR's or SDI's locations or proprietary data used to perform the Services, in the case of ADMINISTRATOR, and Brokerage Services, in the case of SDI, and to the Off-Site Facilities, to the extent reasonably necessary to audit ADMINISTRATOR's and/or SDI's charges pursuant to a Work Assignment.

Audit of Charges. In addition to COMMONWEALTHany CLIENT's rights under Article 16 hereof (but subject to the limitations therein as to assistance by third party organizations with an audit and to Section 16.5), upon at least thirty (30) days' notice from COMMONWEALTH such CLIENT and no more than once during any calendar year (unless the previous audit revealed a material discrepancy), ADMINISTRATOR and SDI shall provide COMMONWEALTH such CLIENT with access to all applicable financial records and supporting documentation in respect of its charges to COMMONWEALTH such CLIENT pursuant to Work Assignments Agreements for that CLIENT during the preceding twenty four (24) months (excluding any that were earlier furnished by ADMINISTRATOR and SDI for audit) that are reasonably necessary to verify such charges for such months (excluding any already audited). If, as a result of such an audit, COMMONWEALTH such CLIENT determines that ADMINISTRATOR or SDI has overcharged COMMONWEALTHsuch CLIENT, COMMONWEALTH such CLIENT shall notify ADMINISTRATOR of the amount of such overcharge and ADMINISTRATOR shall promptly pay to COMMONWEALTH such CLIENT the amount of the overcharge, plus interest at the rate of the prime rate published by THE WALL STREET JOURNAL in its most recent edition prior to the time of such payment plus two percentage points, prorated per month (but in no event to exceed the highest lawful rate of interest), calculated from the date of payment of the overcharged amount until the date of payment to COMMONWEALTHsuch CLIENT, unless disputed in good faith. All Confidential Information of ADMINISTRATOR and/or SDI obtained as a result of any monitoring, audits or inspections pursuant to this Section 9.1 shall be held by COMMONWEALTH such CLIENT in accordance with the provisions of Article 14. COMMONWEALTH CLIENTS shall not have access to ADMINISTRATOR's, SDI's or their Affiliates' locations or proprietary data or to ADMINISTRATOR's or SDI's customer locations or proprietary data; PROVIDED that COMMONWEALTH any CLIENT may have access to appropriate portions of ADMINISTRATOR's or SDI's locations or proprietary data used to perform the Services, in the case of ADMINISTRATOR, and Brokerage Services, in the case of SDI, and to the Off-Site Facilities, to the extent reasonably necessary to audit ADMINISTRATOR's and/or SDI's charges pursuant to a Work Assignment.