General Audit Sample Clauses
The General Audit clause grants a party the right to review and examine the records, operations, or processes of another party to ensure compliance with the terms of an agreement. Typically, this clause outlines the scope of audits, the notice period required before an audit, and any limitations on frequency or confidentiality. For example, it may allow a company to inspect a supplier’s financial records or operational procedures to verify adherence to contractual obligations. The core function of this clause is to provide transparency and accountability, helping to detect and prevent breaches or mismanagement.
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General Audit. Customer shall prepare and maintain, in accordance with sound, generally accepted accounting practices, complete and accurate books of account and records (specifically including, without limitation, the originals or copies of documents supporting entries in the books of account) covering all transactions arising out of or relating to this Agreement. Syncfusion, and at its discretion its duly authorized independent certified public accountant, shall have the right, no more than twice per calendar year, during regular business hours, during the period of time that Customer possesses any copy of the Licensed Product, and for two (2) years thereafter, to audit said books of account and records and examine all other documents and materials in the possession or under the control of Customer with respect to the subject matter and the terms of this Agreement. All such books of account, records, and documents shall be kept available by customer for at least two (2) years after the last copy of the Licensed Product has been deleted or destroyed and certification of the same has been provided to Syncfusion. If the result of any audit of Customer’s books and records demonstrates that Customer’s payments were less than the amount which should have been paid, Customer shall make payment of any discrepancy revealed by said audit within fifteen (15) days after Syncfusion’s demand therefore and, if the discrepancy is in amount equal to three percent (3%) or more of the payments made with respect to payments due hereunder, Customer shall reimburse Syncfusion for the cost of such audit.
General Audit. Upon [***] days prior written notice to Hospira, Theravance shall have the right to have representatives visit the Facility during normal business hours to review Hospira’s manufacturing operations relating to the Product and assess its compliance with cGMP and quality assurance standards and to discuss any related issues with Hospira’s manufacturing and management personnel. Hospira shall provide Theravance with copies of Hospira’s manufacturing records (including the Master Batch Record) and other relevant documentation relating to the Products for the purposes of assuring Product quality and compliance with agreed-upon manufacturing procedures. Such general audits shall: (i) be limited to not more than [***] auditors designated by or representing Theravance; (ii) last for not more than [***]; and (iii) may be conducted not more than [***] per calendar year.
General Audit. (a) Upon Notice from JPMC, Visa shall provide JPMC's auditors (internal and external to JPMC) and inspectors or any Regulator with annual and/or quarterly audited financial statements and its annual SAS 70 Type II Report. Material exceptions on the SAS 70 Type II Report are reported to the Visa USA Board of Directors Audit Committee. Visa Corporate Risk routinely addresses and clears all exception items noted in the SAS 70 Type II Report. JPMC may provide additional suggestions or recommendations based on the SAS 70 Type II Report, and Visa will consider them.
General Audit. Only on annual basis, Ford, upon notifying Vastera of the estimated scope and duration of the audit will have the right upon at least five (5) business days' prior notice and during normal business hours to send its authorized representatives to examine all pertinent documents and materials in the possession or under the control of Vastera relating to any of Vastera's obligations under this Agreement or any payments requested by Vastera pursuant to this Agreement. Except as provided in Section 12.4 below, Ford will not have access to any information relating to Vastera's other customers if the release of such information to Ford would violate any confidentiality agreement with such customers. Vastera will assist Ford's employees, agents, subcontractors, examiners or auditors as may be reasonably required in testing Ford's data files and programs created by Vastera in the course of performing its obligations under this Agreement, including, without limitation, installing and running audit software. If requested by Ford's external auditors or required by law (e.g., governmental agency reporting purposes), Vastera will assist Ford in responding to those requests and requirements, including copying.
General Audit. Upon sixty (60) days prior written notice to Hospira, Orchid shall have the right to have representatives (including representatives from its customers) visit Hospira’s API manufacturing facilities at Aurangabad during normal business hours to review Hospira’s manufacturing operations relating to the Products and assess its compliance with cGMP and quality assurance standards and to discuss any related issues with Hospira’s manufacturing and management personnel. Hospira shall provide Orchid with copies of Hospira’s manufacturing records relating to the Products for the purposes of assuring product quality and compliance with agreed-upon manufacturing procedures. Such general audits: (a) shall be limited to not more than two (2) auditors designated by or representing Orchid; (b) shall last for not more than two (2) days; and (c) may be conducted not more than one (1) time per calendar year.
General Audit. [*], ▇▇▇▇▇▇▇ shall have the right to have representatives visit the Facility during normal business hours to review Pfizer’s manufacturing operations relating to the Product and assess its compliance with cGMP and quality assurance standards and to discuss any related issues with Pfizer’s manufacturing and management personnel. Pfizer shall provide ▇▇▇▇▇▇▇ with copies of Pfizer’s manufacturing records (including the Master Batch Record) and other relevant documentation relating to the Products for the purposes of assuring Product quality and compliance with agreed-upon manufacturing procedures. Such general audits shall (i) be limited to not more than [*] auditors [*] designated by or representing ▇▇▇▇▇▇▇, (ii) last for not more than [*] days, and (iii) may be conducted not more than [*] per calendar year.
General Audit. Customer shall prepare and maintain, in accordance with sound, generally accepted accounting practices, complete and accurate books of account and records (specifically including, without limitation, the originals or copies of documents supporting entries in the books of account) covering all transactions arising out of or relating to this Agreement. Syncfusion, and at its discretion its duly authorized independent certified public accountant, shall have the right, no more than twice per calendar year, during regular business hours, during the period of time that Customer possesses any copy of the
General Audit. Upon no less than [*] days prior written notice to Hospira, Cempra shall have the right to have representatives or designees (which may include representatives of Cempra’s Affiliates, or Cempra’s or its Affiliates’ licensees or sublicensees) visit the Facility during normal business hours to review Hospira’s manufacturing and development operations, documents, and records relating to the Product and assess its compliance with cGMP, Applicable Laws, the Product Specifications, and quality assurance standards and to discuss any related issues with Hospira’s manufacturing and management personnel. Hospira shall provide Cempra and any such designees with copies of Hospira’s manufacturing records (including the Master Batch Record) and any other relevant documentation relating to the Products or the development or manufacture thereof under this Agreement for the purposes of assuring Product quality and compliance with this Agreement and/or agreed-upon manufacturing procedures. Such general audits shall (i) be limited to [*], (ii) last for no more than [*] days, and (iii) may be conducted not more than [*].
General Audit. End User shall maintain adequate internal controls and procedures that are reasonably designed to monitor, audit, detect and prevent any breach of this Agreement including but not limited to Section 3 (Grant of Licenses), Section 4 (License Verification and Reconciliation; Invoicing), Section 5 (License Conditions), Section 16 (Compliance with Laws, Export Controls and U.S. Government Restricted Rights) and Section 19 (Code of Conduct). Sandvine shall have a general right to audit End User’s use of the Products and Third Party Items to verify End User’s compliance with the applicable licenses and the license conditions. If Sandvine elects to exercise this audit right, such audit shall be conducted at Sandvine’s expense and shall be subject to the following conditions: (i) Sandvine shall give thirty (30) days prior written notice of its intention to conduct the audit, (ii) the audit shall be conducted during End User’s regular business hours and shall not unreasonably interfere with End User’s normal operations, and (iii) provided that End User is in compliance with this Agreement, but except as contemplated in this Agreement, no more than one audit may be conducted per calendar year. If End User has exceeded the limits applicable to its licenses, End User shall obtain the correct number of licenses and pay the additional amounts applicable for such licenses to Sandvine. If End User does not have the appropriate licenses for the Software, End User shall pay Sandvine the applicable license fees or cease using the Software. It shall be deemed to be a material breach of this Agreement if: (A) End User refuses to provide requested information and/or cooperate with an audit; and/or (B) End User fails to pay Sandvine the applicable license fees and continues to use the Software. End User acknowledges and agrees that Sandvine’s rights under this section extend to the right to audit any Sandvine-authorized reseller from whom End User acquires the Sandvine products and services, and any subcontractor, service provider, systems integrator or consultant of End User who is involved with the installation, configuration, management and/or support of the Sandvine products and services.
General Audit. Upon [***] prior written notice to Hospira, Revance shall have the right to have representatives visit the [***] facility during normal business hours to review Hospira’s manufacturing operations relating to the Product and assess its compliance with Applicable Law, cGMP and quality assurance standards and to discuss any related issues with Hospira’s manufacturing and management personnel. Hospira shall provide Revance with copies [ ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.