Firewall Audits Sample Clauses

Firewall Audits. Lilly shall have the right, through a designated Third Party auditor reasonably acceptable to ProQR, to audit ProQR’s (and, as applicable, its Affiliates’) obligations under this Agreement regarding implementation and enforcement of Firewalls under this Section 15.8 for purposes of confirming compliance with the Firewalls, identifying any vulnerabilities or breaches and requiring ProQR (or its Affiliates) to promptly remediate any non-compliance identified by such audit. In connection with such audit, duly authorized representatives of L▇▇▇▇’▇ designated auditor may make an on-site visit to ProQR (or its Affiliate) for the purpose of conducting such audit. Lilly may conduct such audits from time to time as reasonably necessary to confirm ProQR’s compliance with such Firewall requirements no more than [***] or more frequently if Lilly reasonably believes at any time that ProQR is not in compliance with such Firewall requirements; provided that if the auditor identifies a breach of the Firewall, Lilly will be entitled to [***] additional audits within the same [***] to verify that appropriate action has been taken to remedy the breach of the Firewall. Any audits described under this Section 15.8.7 shall be conducted during ProQR’s regular business hours, for a duration only as reasonably necessary to confirm ProQR’s compliance with the applicable Firewall requirements, and shall not unreasonably interfere with or impede ProQR’s business operations. Lilly shall provide ProQR with written notice of such audit at least [***] prior to such requested audit (or such shorter period as may be designated by Lilly if Lilly reasonably believes at any time that ProQR is not in compliance with such Firewall requirements). All such audits shall be conducted at Lilly’s cost and expense. If the auditor identifies any breach of the Firewall, Lilly and/or the auditor will notify ProQR, and ProQR will promptly (and will use reasonable efforts to ensure its Affiliates promptly) take all action necessary to remedy such breach, and will provide Lilly with reasonable assurance that such action has been taken, at ProQR’s sole expense.
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Firewall Audits. In the event a Party is obligated to implement and enforce Firewalls under this Agreement, the other Party shall have the right, through a designated Third Party auditor reasonably acceptable to such Party, to audit such Party’s (and, as applicable, its Affiliates’) obligations under this Agreement regarding implementation and enforcement of such Firewalls for purposes of confirming compliance with the Firewalls, identifying any vulnerabilities or breaches and requiring such Party (or its Affiliates) to promptly remediate any non-compliance identified by such audit. In connection with such audit, duly authorized representatives of the other Party’s designated auditor may make an on-site visit to such Party (or its Affiliate) for the purpose of conducting such audit. The other Party may conduct such audits from time to time as reasonably necessary to confirm such Party’s compliance with such Firewall requirements no more than [***] or more frequently if the other Party reasonably believes at any time that such Party is not in compliance with such Firewall requirements; provided that if the auditor identifies a breach of the Firewall, the other Party will be entitled to up to [***] additional audits within the same Calendar Year to verify that appropriate action has been taken to remedy the breach of the Firewall. Any audits described under this Section 14.12 (Firewall Audits) shall be conducted during such Party’s regular business hours, for a duration only as reasonably necessary to confirm such Party’s compliance with the applicable Firewall requirements, and shall not unreasonably interfere with or impede such Party’s business operations. The other Party shall provide such Party with written notice of such audit at least [***] prior to such requested audit (or such shorter period as may be designated by the other Party if the other Party reasonably believes at any time that such Party is not in compliance with such Firewall requirements). All such audits shall be conducted at the other Party’s cost and expense. If the auditor identifies any breach of the Firewall, the other Party or the auditor will notify such Party, and such Party will promptly (and will use reasonable efforts to ensure its Affiliates promptly) take all action necessary to remedy such breach, and will provide the other Party with reasonable assurance that such action has been taken, at such Party’s sole expense.
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Firewall Audits. Lilly shall have the right, through a designated Third Party auditor, to monitor and audit Merus’s (and, as applicable, its Affiliates’) compliance with its obligations under this Agreement to implement and enforce Firewalls under this Section 15.8, and to require Merus (or its Affiliates) to promptly remediate any non-compliance identified by such audit. In connection with such audit, duly authorized representatives of Lilly’s designated auditor may make an on-site visit to Merus (or its Affiliate) for the purpose of conducting such audit. Lilly may conduct such audits from time to time as reasonably necessary to confirm Merus’s compliance with such Firewall requirements, no more than [*] per Calendar Year, or more frequently if [*]. Such audits shall be conducted during Merus’s regular business hours, for a duration only as reasonably necessary to confirm Merus’s compliance with the applicable Firewall requirements, and shall not unreasonably interfere with or impede Merus’s business operations. Lilly shall provide Merus with written notice of such audit at least [*] prior to such requested audit (or such shorter period as may be designated by Lilly if Lilly reasonably believes at any time that Merus is not in compliance with such Firewall requirements). All such audits shall be conducted at Lilly’s cost and expense. The auditor shall only be permitted to disclose to Lilly the existence of any non-compliance with Merus’s obligations under this Agreement to implement and enforce Firewalls under this Section 15.8, but may not disclose the substance of such findings.
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Related to Firewall Audits

  • Audits No more than once a year, or following unauthorized access, upon receipt of a written request from the LEA with at least ten (10) business days’ notice and upon the execution of an appropriate confidentiality agreement, the Provider will allow the LEA to audit the security and privacy measures that are in place to ensure protection of Student Data or any portion thereof as it pertains to the delivery of services to the LEA . The Provider will cooperate reasonably with the LEA and any local, state, or federal agency with oversight authority or jurisdiction in connection with any audit or investigation of the Provider and/or delivery of Services to students and/or LEA, and shall provide reasonable access to the Provider’s facilities, staff, agents and ▇▇▇’s Student Data and all records pertaining to the Provider, LEA and delivery of Services to the LEA. Failure to reasonably cooperate shall be deemed a material breach of the DPA.

  • Inspection & Audit Each party agrees that the relevant books, records (written, electronic, computer related or otherwise), including but not limited to relevant accounting procedures and practices of the party, financial statements and supporting documentation, and documentation related to the work product shall be subject, at any reasonable time, to inspection, examination, review, audit, and copying at any office or location where such records may be found, with or without notice by the State Auditor, Employment Security, the Department of Administration, Budget Division, the Nevada State Attorney General's Office or its Fraud Control Units, the State Legislative Auditor, and with regard to any federal funding, the relevant federal agency, the Comptroller General, the General Accounting Office, the Office of the Inspector General, or any of their authorized representatives.

  • Contract Audits Eligible Purchaser represents and warrants that it shall cooperate with Enterprise Services, the Office of the State Auditor, federal officials, and/or any third party authorized by law or contract, in any audit conducted by such party pertaining to any Contracts that Eligible Purchaser has made purchases from pursuant to this Agreement, including providing records related to any purchases from such Contracts.

  • OIG INSPECTION, AUDIT, AND REVIEW RIGHTS ‌ In addition to any other rights OIG may have by statute, regulation, or contract, OIG or its duly authorized representative(s) may conduct interviews, examine or request copies of ▇▇▇▇▇▇’▇ books, records, and other documents and supporting materials and/or conduct on-site reviews of any of ▇▇▇▇▇▇’▇ locations for the purpose of verifying and evaluating: (a) ▇▇▇▇▇▇’▇ compliance with the terms of this IA and (b) ▇▇▇▇▇▇’▇ compliance with the requirements of the Federal health care programs. The documentation described above shall be made available by ▇▇▇▇▇▇ to OIG or its duly authorized representative(s) at all reasonable times for inspection, audit, and/or reproduction. Furthermore, for purposes of this provision, OIG or its duly authorized representative(s) may interview ▇▇▇▇▇▇ and any of ▇▇▇▇▇▇’▇ employees or contractors who consent to be interviewed at the individual’s place of business during normal business hours or at such other place and time as may be mutually agreed upon between the individual and OIG. ▇▇▇▇▇▇ shall assist OIG or its duly authorized representative(s) in contacting and arranging interviews with such individuals upon OIG’s request. ▇▇▇▇▇▇’▇ employees and contractors may elect to be interviewed with or without a representative of ▇▇▇▇▇▇ present.

  • City Audits The CITY may perform an independent audit. Such audits may cover programmatic as well as fiscal matters. GRANTEE will be afforded an opportunity to respond to any audit findings, and have the responses included in the final audit report. Costs of such audits will be borne by the CITY.