Common use of Auditing and Reporting Clause in Contracts

Auditing and Reporting. 9.1 At any time during the course of the Agreement and within six (6) months of its expiry or termination, TI Media has the right to appoint an Independent Auditor to inspect, take copies of and audit the Records and produce a report (the “Audit Report”) in order to establish whether or not the Buyer has complied, or will comply, with the Agreement and, in particular, the Buyer Commitments. 9.2 The Buyer shall procure that the Independent Auditor has unrestricted access to all such information as the Independent Auditor considers necessary to evaluate the Buyer’s calculation of Gross Revenue and Share and/or compliance with the terms of the Agreement and the Buyer and its Affiliates shall provide the Independent Auditor with access to any such records and information, including access to third parties (including specialist barter companies) (“Records”) and shall permit the Independent Auditor to make such enquiries within both media and finance departments of the Buyer and its buying agencies, in each case as the Independent Auditor considers relevant to the performance of its duties. For the avoidance of doubt, the Independent Auditor shall have unrestricted access to all relevant media buyer systems and back-up documentation as the Independent Auditor considers relevant to the performance of its duties as and when required. 9.3 The Independent Auditor shall have access to all Records not only in respect of the Trading Term but also for a reasonable period (as determined by the Independent Auditor) prior to the start of, and following the expiry of, such Trading Term. The Independent Auditor shall establish whether any Gross Revenue has been appropriately allocated across any Campaign period (where part, but not all, of any Campaign period falls within the Trading Term). In the event that the Independent Auditor determines that there has been a misallocation of Gross Revenue across any Campaign period (for example, on the basis that there is an excessive allocation of the amount of Gross Revenue relevant to the Trading Term), the Independent Auditor will determine the correct proportion of the expenditure allocated within the Trading Term and Gross Revenue shall be adjusted accordingly. Any revised amount of Gross Revenue established by the Independent Auditor shall then be used for the purpose of calculating of the Buyer Commitment(s). 9.4 In addition to procuring unrestricted access to the Records and all other information that the Independent Auditor considers (in its sole discretion) to be relevant for the purpose of this clause 9, the Buyer will provide all such assistance to the Independent Auditor as is reasonably required by the Independent Auditor including but not limited to supplying the Independent Auditor with any information to support the information extrapolated from the media booking systems or to support any calculations provided by the Buyer as being an accurate representation of the position in respect of its compliance with the Buyer Commitment(s). 9.5 The Independent Auditor shall give the Buyer not less than 14 days’ notice in writing prior to the proposed commencement of an audit.

Auditing and Reporting. 9.1 At any time during the course of the Agreement and within six (6) months of its expiry or termination, TI Media TIUK has the right to appoint an Independent Auditor to inspect, take copies of and audit the Records and produce a report (the “Audit Report”) in order to establish whether or not the Buyer has complied, or will comply, with the Agreement and, in particular, the Buyer CommitmentsCommitments (and to calculate any Revenue Shortfall Compensation). 9.2 The Buyer shall procure that the Independent Auditor has unrestricted access to all such information as the Independent Auditor considers necessary to evaluate the Buyer’s calculation of Gross Revenue and Share and/or compliance with the terms of the Agreement and the Buyer and its Affiliates shall provide the Independent Auditor with access to any such records and information, including access to third parties (including specialist barter companies) (“Records”) and shall permit the Independent Auditor to make such enquiries within both media and finance departments of the Buyer and its buying agencies, in each case as the Independent Auditor considers relevant to the performance of its duties. For the avoidance of doubt, the Independent Auditor shall have unrestricted access to all relevant media buyer systems and back-up documentation as the Independent Auditor considers relevant to the performance of its duties as and when required. 9.3 The Independent Auditor shall have access to all Records not only in respect of the Trading Term but also for a reasonable period (as determined by the Independent Auditor) prior to the start of, and following the expiry of, such Trading Term. The Independent Auditor shall establish whether any Gross Revenue has been appropriately allocated across any Campaign period (where part, but not all, of any Campaign period falls within the Trading Term). In the event that the Independent Auditor determines that there has been a misallocation of Gross Revenue across any Campaign period (for example, on the basis that there is an excessive allocation of the amount of Gross Revenue relevant to the Trading Term), the Independent Auditor will determine the correct proportion of the expenditure allocated within the Trading Term and Gross Revenue shall be adjusted accordingly. Any revised amount of Gross Revenue established by the Independent Auditor shall then be used for the purpose of calculating of the Buyer Commitment(s). 9.4 In addition to procuring unrestricted access to the Records and all other information that the Independent Auditor considers (in its sole discretion) to be relevant for the purpose of this clause 9, the Buyer will provide all such assistance to the Independent Auditor as is reasonably required by the Independent Auditor including but not limited to supplying the Independent Auditor with any information to support the information extrapolated from the media booking systems or to support any calculations provided by the Buyer as being an accurate representation of the position in respect of its compliance with the Buyer Commitment(s). 9.5 The Independent Auditor shall give the Buyer not less than 14 days’ notice in writing prior to the proposed commencement of an audit.

Auditing and Reporting. 9.1 At any time during the course of the Agreement and within six (6) months of its expiry or termination, TI Media Limited has the right to appoint an Independent Auditor to inspect, take copies of and audit the Records and produce a report (the “Audit Report”) in order to establish whether or not the Buyer has complied, or will comply, with the Agreement and, in particular, the Buyer CommitmentsCommitments (and to calculate any Revenue Shortfall Compensation). 9.2 The Buyer shall procure that the Independent Auditor has unrestricted access to all such information as the Independent Auditor considers necessary to evaluate the Buyer’s calculation of Gross Revenue and Share and/or compliance with the terms of the Agreement and the Buyer and its Affiliates shall provide the Independent Auditor with access to any such records and information, including access to third parties (including specialist barter companies) (“Records”) and shall permit the Independent Auditor to make such enquiries within both media and finance departments of the Buyer and its buying agencies, in each case as the Independent Auditor considers relevant to the performance of its duties. For the avoidance of doubt, the Independent Auditor shall have unrestricted access to all relevant media buyer systems and back-up documentation as the Independent Auditor considers relevant to the performance of its duties as and when required. 9.3 The Independent Auditor shall have access to all Records not only in respect of the Trading Term but also for a reasonable period (as determined by the Independent Auditor) prior to the start of, and following the expiry of, such Trading Term. The Independent Auditor shall establish whether any Gross Revenue has been appropriately allocated across any Campaign period (where part, but not all, of any Campaign period falls within the Trading Term). In the event that the Independent Auditor determines that there has been a misallocation of Gross Revenue across any Campaign period (for example, on the basis that there is an excessive allocation excessiveallocation of the amount of Gross Revenue relevant to the Trading Term), the Independent Auditor will determine the correct proportion of the expenditure allocated within the Trading Term and Gross Revenue shall be adjusted accordingly. Any revised amount of Gross Revenue established by the Independent Auditor shall then be used for the purpose of calculating of the Buyer Commitment(s). 9.4 In addition to procuring unrestricted access to the Records and all other information that the Independent Auditor considers (in its sole discretion) to be relevant for the purpose of this clause 9, the Buyer will provide all such assistance to the Independent Auditor as is reasonably required by the Independent Auditor including but not limited to supplying the Independent Auditor with any information to support the information extrapolated from the media booking systems or to support any calculations provided by the Buyer as being an accurate representation of the position in respect of its compliance with the Buyer Commitment(s). 9.5 The Independent Auditor shall give the Buyer not less than 14 days’ notice in writing prior to the proposed commencement of an audit.