Audit Plan. During the initial Transition period, and thereafter on an annual basis, the Contract Managers will determine the timing and schedule for Audits for such year and agree upon audit guidelines and scope in accordance with this Section 14 (the “Annual Audit Plan”). The Annual Audit Plan will include: (i) Operational and Financial Audits to be performed by or on behalf of Customer during such year; and (ii) the timing and scope of Provider Audits to be provided by Provider to Customer as part of the Services. All changes or additions to the Annual Audit Plan will be proposed on at least 30 days’ Notice except where shorter notice periods are required by a Governmental Authority. Notwithstanding the previous statement, Provider acknowledges and agrees that a Governmental Authority may require an Audit without prior notice to Customer or Provider and further acknowledges and agrees that Customer may conduct an Operational Audit without Notice following a Security Breach. Customer Auditors shall have the reasonable access set forth in Section 14.2(b) and shall observe such procedures as Provider may reasonably require to protect the confidentiality and security of Provider Confidential Information, and that of its other CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customers. Customer agrees that Customer Auditors shall perform planning, entry and exit interviews in accordance with the agreed audit guidelines.
Appears in 1 contract
Audit Plan. During the initial Transition period, and thereafter on an annual basisat the beginning of each Contract Year, the Contract Account Managers will determine the timing and schedule for Audits for such year during that Contract Year and agree upon reasonable audit guidelines and scope in accordance with this Section 14 (the “Annual Audit Plan”). The first Annual Audit Plan will include: (i) Operational and Financial Audits to be performed by or on behalf of Customer during such yearthe initial Contract Year; and (ii) the timing and scope of Provider any Customer-specific Supplier Audits to be provided by Provider Supplier to Customer as part of the Services. All other Supplier Audits shall be performed at such times as Supplier reasonably determines. All changes or additions to the Annual Audit Plan will be proposed on at least 30 thirty (30) days’ Notice notice except where shorter notice periods are required by a Governmental Authority. Notwithstanding the previous statement, Provider Supplier acknowledges and agrees that a Governmental Authority may may, under applicable Law, require an Audit without prior notice to Customer or Provider and further acknowledges and agrees that Customer may conduct an Operational Supplier. Consistent with the Annual Audit without Notice following a Security Breach. Plan, Customer Auditors shall have the reasonable access set forth in Section 14.2(b) 9.9(g). Customer and Customer Auditors shall have no access to Supplier Internal Records. Customer Auditors shall observe such procedures as Provider Supplier may reasonably require to protect the confidentiality and security of Provider Supplier Confidential Information, and that of its other CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customers. Customer agrees that Customer Auditors shall perform planning, entry and exit interviews in accordance with the agreed audit guidelines.
Appears in 1 contract