Common use of Operational Audit and/or Security Assessment Clause in Contracts

Operational Audit and/or Security Assessment. Sprint and its authorized representatives (including its internal and external auditors) will have the right, no more than once per year, or as required by a Sprint Content Provider to the extent set forth in Section 5(c) [Technical Audit Rights] of Exhibit C (Hosting Service Level Agreement), during reasonable business hours and upon reasonable notice (at least 48 hours), to perform an operational audit and/or security assessment for the purpose of determining Service Provider’s compliance with the Agreement, including with respect to (i) Service Provider’s security, content protection, confidentiality, and privacy practices and standards; disaster recovery capabilities; and fail-over planning with respect to the Services provided hereunder, (ii) any activities directly related to the obligations of Service Provider under the Agreement that may affect Sprint’s internal controls on financial reporting, and (ii) Service Provider’s compliance with applicable laws or regulations in the performance of its obligations under this Fourteenth Amendment. For purposes of such audit, Service Provider will grant Sprint and its representatives all relevant access to Service Provider’s facilities, books, procedures, and records (other than cost information) and all other information required for Sprint to ascertain facts directly relevant to * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Service Provider’s performance and the subject matter of the audit. Service Provider will provide Sprint and its representatives such information and assistance as reasonably requested in order to perform such audits; provided, however, the parties will arrange such assistance in such a way that it does not interfere with the performance of Service Provider’s duties and obligations hereunder and its business generally. Any third parties performing an audit under this subsection must execute a nondisclosure agreement reasonably satisfactory to Service Provider and be escorted by a Sprint representative at any times that they are conducting such audit.