Full and Accurate Records Clause Samples
The "Full and Accurate Records" clause requires parties to maintain complete, truthful, and up-to-date documentation related to their obligations under the agreement. This typically involves keeping detailed records of transactions, communications, or activities relevant to the contract, and may include provisions for inspection or audit by the other party. The core purpose of this clause is to ensure transparency and accountability, making it easier to verify compliance and resolve disputes if they arise.
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Full and Accurate Records. UNIVERSITY may from time to time and at any reasonable time, not exceeding once every twelve (12) months, through individuals as UNIVERSITY may designate, inspect the books and records of RAINDANCE and its Affiliates in order to verify the accuracy of any reported statement by RAINDANCE of sums paid or payable, or of any other material obligation under this Agreement. RAINDANCE shall keep, and shall cause its Affiliates and Sublicensees to keep, full and accurate books and records in sufficient detail so that RAINDANCE’s compliance with its obligations under this Agreement can be properly determined without undue delay or difficulty. Such books and records shall be maintained for at least five (5) years after the Royalty reporting period(s) to which they relate. Books and records shall include but not CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. be limited to: accounting general ledgers; invoice/sales registers; original invoice and shipping documents; federal and state business tax returns; company financial statements; sales analysis reports; inventory and or manufacturing records; sublicense and distributor agreements; price lists, product catalogs and other marketing materials; and laboratory notebooks. After completion of any such examination, UNIVERSITY shall promptly notify RAINDANCE in writing of any proposed modification to RAINDANCE’s statement of sums due and payable. Such examination shall be made at the expense of UNIVERSITY, unless such examination discloses a discrepancy of [****] or more in the amount of Royalties and other payments due UNIVERSITY. In such case RAINDANCE shall be responsible for reimbursing UNIVERSITY for the examination fee and expenses charged by the auditor. Any underpayment as determined by the auditor will bear interest at [****] per month from the date the royalty payment was due. RAINDANCE agrees to pay past due royalties for any royalty deficiency error as determined by the auditor, including any royalty deficiency for periods prior to the period under audit. UNIVERSITY and the auditor shall maintain in confidence such inspection and the resulting report. The auditor may from time to time consult the UNIVERSITY and any of its employees or third party counsel on questions as they r...
Full and Accurate Records. Licensee will keep, and will cause its Sublicensees to keep, full and accurate books and records in sufficient detail so that Licensee's compliance with its obligations under this Agreement can be properly determined without undue delay or difficulty. Such books and records will be maintained for at least five (5) years after the Reporting Period(s) to which they relate. Books and records will include but not be limited to: accounting general ledgers; invoice/sales registers; original invoice and shipping documents; federal and state business tax returns; company financial statements; sales analysis reports; inventory and manufacturing records; sublicense and distributor agreements; price lists, product catalogs, and other marketing materials; agreements with third parties (including Sublicensees, Designees, Affiliates of Licensee, Sublicensees and Designees, and customers); and laboratory notebooks.
Full and Accurate Records. (a) The Dealer must create and maintain full and accurate records, including copies of all original documents as set out in the Maritime Dealer Guide, of the Authorised Transactions performed. Nothing in this clause precludes Authorised Services Officers from retaining copies of the documents required to perform Authorised Transactions as set out in the Maritime Dealer Guide.
(b) Without limiting clause 8.1(d), the Dealer must maintain all records that:
(1) are reasonably required for the purposes of an audit or inspection referred to in clause 8.2; or
(2) are required by any relevant Law of which the Dealer is or should be aware.
(c) The Dealer must ensure that all records maintained under clauses 8.1(a) and 8.1(b) are maintained in its custody and control and in an accessible and secure form and for the period that either the Dealer or TfNSW (whichever is the longer) is required by Law to retain them.
(d) The Dealer must provide TfNSW with the records referred to in clauses 8.1(a) and 8.1(b) at TfNSW’s request.
Full and Accurate Records. Company, Sublicensees and Affiliates shall keep good and accurate books of account sufficient to permit determination of the royalties due hereunder and shall make such books of account available for inspection by an independent accountant designated by Chicago and reasonably acceptable to Company. Such books and records will be maintained for at least five (5) years after the Royalty reporting period(s) to which they relate. Books and records will include but not be limited to: accounting general ledgers; invoice/sales registers; original invoice and shipping documents; federal and state business tax returns; company financial statements; sales analysis reports; inventory and/or manufacturing records; sublicense and distributor agreements; price lists, product catalogs and other marketing materials. The accountants making such inspection shall report to Chicago the amount of royalties due and payable. Such inspections shall be no more frequent than once each calendar year during the term hereof and once within six (6) months after termination of this Agreement. Such inspections will be at Chicago’s expense unless the designated accountant identifies underpayment of royalties due by five percent (5%) or more in which event Company shall pay: (a) for such inspection; (b) the underpayment of royalties due to Chicago; and (c) a penalty of the underpayment equal to interest on the underpayment of royalties, the interest being the prime lending rate published in the Wall Street Journal as of the date of the final inspection report plus three percent (3%). Chicago’s failure to inspect shall not constitute a waiver of Chicago’s right to object to the accuracy of the royalty reports rendered or payments made under this Agreement. Records inspected under this Section 6.2 shall be retained until Chicago and Company have agreed upon the amount of royalties payable thereon, or five (5) years, whichever is shorter.
Full and Accurate Records. MAYO may from time to time and at any reasonable time, not exceeding once every twelve (12) months, by a professional accountant selected by MAYO and acceptable to LICENSEE, such acceptance not to be unreasonable withheld, inspect the books and records of LICENSEE and its Affiliates in order to verify the accuracy of reported statement by LICENSEE of sums paid or payable, or of any other material obligation under this Agreement. The MAYO representative shall treat as confidential all materials and information obtained as a result of such inspection. LICENSEE shall, and shall cause its Affiliates to keep full and accurate books and records in sufficient detail so that LICENSEE’s obligations under this Agreement can be properly determined. Such books and records shall be maintained for at least five (5) years after the Royalty reporting period (s) to which they relate. After completion of any such examination, MAYO shall promptly notify LICENSEE in writing of any proposed modification to LICENSEE’s statement of sums due and payable. Such examination shall be made at the expense of MAYO, unless such examination reasonably demonstrates the amount of Royalties and other payments due MAYO have been underpaid by 5% or more. In such case LICENSEE shall be responsible for reimbursing MAYO for the reasonable examination fee and expenses charged by the auditor.
Full and Accurate Records. Licensee will keep, and will cause its Sublicensees and Affiliates to keep, full and accurate books and records in sufficient detail so that Licensee’s compliance with its obligations under this Agreement can be properly determined without undue delay or difficulty. Such books and records will be maintained for at least two (2) years after the Reporting Period(s) to which they relate. Books and records will include but not be limited to: accounting general ledgers; invoice/sales registers; original invoice and shipping documents; federal and state business tax returns; company financial statements; sales analysis reports; inventory and manufacturing records; sublicense and distributor agreements; price lists, product catalogs, and other marketing materials; and laboratory notebooks.
Full and Accurate Records. University may from time to time and at any reasonable time, not exceeding once every twelve (12) months, through auditors as University may designate, inspect and copy the books and records of any Licensed Entity in order to verify the payments due hereunder, the accuracy of any reported statement by Company, or of any other obligation under this Agreement. Company will keep, and will cause each other Licensed Entity to keep, continuous, full and accurate books and records in sufficient detail so that Company’s compliance with its obligations under this Agreement can be properly determined without undue delay or difficulty. Such books and records will be maintained for at least five (5) years after the activity or Royalty reporting period(s) to which they relate. Books and records will include any records reasonable required for University to confirm the accuracy of payments and satisfaction of any other obligations under this Agreement. Company will, and will cause all other Licensed Entities to, comply with this Section 5.A.
Full and Accurate Records. (a) The Dealer must create and maintain full and accurate records, including copies of all original documents as set out in the Maritime Dealer Guide, of the Authorised Transactions performed.
(b) Without limiting clause 8.1(d), the Dealer must maintain all records that:
(1) are reasonably required for the purposes of an audit or inspection referred to in clause 8.2; or
(2) are required by any relevant Law of which the Dealer is or should be aware.
(c) The Dealer must ensure that all records maintained under clauses 8.1(a) and 8.1(b) are maintained in its custody and control and in an accessible and secure form and for the period that either the Dealer or RMS (whichever is the longer) is required by Law to retain them.
(d) The Dealer must provide RMS with the records referred to in clauses 8.1(a) and 8.1(b) at RMS’ request.
Full and Accurate Records i. LICENSEE shall keep complete, true and accurate books and records in relation to this Agreement in accordance with its usual and customary accounting methods, which are in accordance with the International Financial Reporting Standards (IFRS) as consistently applied at LICENSEE. Each Party will keep such books and records for at least three (3) years following the Calendar Quarter to which they pertain.
ii. UNIVERSITY shall have the right for a period of three (3) years after receiving any Sales Report pursuant to Section 4.G to appoint an internationally-recognized independent accounting firm (which is reasonably acceptable to LICENSEE) (the “Auditor”) to inspect the relevant records of LICENSEE to verify the amounts reported in such Sales Report. Before beginning its audit, the Auditor shall execute an undertaking acceptable to LICENSEE by which the Auditor shall keep confidential all information reviewed during such audit. Such undertaking shall be reviewed, executed and approved in a timely manner by LICENSEE. The Auditor shall have the right to disclose to UNIVERSITY only its conclusions regarding any payments owed under this Agreement.
iii. LICENSEE shall make its records available for inspection by such Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from UNIVERSITY, solely to verify the accuracy of the Sales Report received pursuant to Section 4.G. Such inspection right shall not be exercised more than once in any Calendar Year and not more frequently than once with respect to records covering any specific period of time. UNIVERSITY agrees to hold in strict confidence all information received and all information learned in the course of any audit or inspection, except to the extent necessary to enforce its rights under this Agreement or if disclosure is required by law, regulation or judicial order.
iv. UNIVERSITY shall pay for such audits, as well as its own expenses associated with enforcing its rights with respect to any payments hereunder, except that in the event there is any upward adjustment in aggregate amounts payable for any year shown by such audit of more than five percent (5%) of the amount paid, LICENSEE shall pay for such audit. LICENSEE agrees to pay any such upward adjustment amounts, including any deficiencies identified for periods prior to the period under audit.
Full and Accurate Records. (a) The Participant must create and maintain full and accurate records of the Services performed, including:
(1) vehicle registration details, including details of transfer and renewal of vehicle registration;
(2) customer details;
(3) inspection details;
(4) number plates ordered via the Ordering System (including relevant invoices and other records);
(5) number plates issued; and
(6) vehicle disposal details.
(b) Without limiting clause 8.1(d), the Participant must maintain all records that:
(1) are reasonably required for the purposes of an audit or inspection referred to in clause 8.2; or
(2) are required by any relevant Law of which the Participant is or should be aware.
(c) The Participant must ensure that all records maintained under clauses 8.1(a) and 8.1(b) are maintained in its custody and control and in an accessible and secure form and for the period that either the Participant or RMS is required by Law to retain them.
(d) The Participant must provide RMS with the records referred to in clauses 8.1(a) and 8.1(b) at RMS’s request.