Common use of Operational Audits Clause in Contracts

Operational Audits. During the Audit Period, Successful Respondent shall provide to DIR and DIR Customers (and internal and external auditors, inspectors, regulators, and other representatives that DIR or DIR Customers may designate from time to time, including customers, vendors, licensees, and other third parties to the extent DIR or the DIR Customers are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Confidential Information subject to applicable public information laws, access at reasonable hours and upon reasonable notice to Successful Respondent Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to (i) verify the integrity of DIR Data, (ii) examine the systems that process, store, support, and transmit that data (including system capacity, performance, and utilization), (iii) examine the internal controls (e.g., financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) and the security, disaster recovery, and back-up practices and procedures, (iv) examine Successful Respondent’s performance of the Services, (v) verify Successful Respondent’s reported performance against the applicable Service Levels, (vi) examine Successful Respondent’s measurement, monitoring, and management tools, and (vii) enable DIR and the DIR Customers to meet applicable legal, regulatory and contractual requirements. Successful Respondent shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, including installing and operating audit software, (2) make requested Successful Respondent Personnel, records and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this Agreement, Successful Respondent shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees including any follow-up audit to verify that such breach has been corrected.

Operational Audits. During the Audit Period, Successful Respondent Service Provider shall provide to DIR and DIR Customers (and internal and external auditors, inspectors, regulators, regulators and other representatives that DIR or DIR Customers may designate from time to time, including customers, vendors, licensees, licensees and other third parties to the extent DIR or the DIR Customers are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Service Provider's Confidential Information subject to applicable public information laws, access at reasonable hours and upon reasonable notice to Successful Respondent Service Provider Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent Service Provider records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s Service Provider's obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to (i) verify the integrity of DIR Data, (ii) examine the systems that process, store, support, support and transmit that data (including system capacity, performance, performance and utilization), (iii) examine the internal controls (e.g., e.g. financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, controls and access controls) and the security, disaster recovery, recovery and back-up practices and procedures, (iv) examine Successful Respondent’s Service Provider's performance of the Services, (v) verify Successful Respondent’s Service Provider's reported performance against the applicable Service Levels, (vi) examine Successful Respondent’s Service Provider's measurement, monitoring, monitoring and management tools, and (vii) enable DIR and the DIR Customers to meet applicable legal, regulatory and contractual requirements. Successful Respondent shall Service Provider shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, including installing and operating audit softwaresoftware on systems dedicated to the provision of the Services, (2) make requested Successful Respondent Service Provider Personnel, records and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this Agreement, Successful Respondent Service Provider shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees including any reasonable auditors' fees to perform a follow-up audit to verify that such breach has been corrected.

Operational Audits. (a) During the Audit Period, Successful Respondent shall provide to DIR and DIR Customers (and internal and external auditors, inspectors, regulators, and other representatives that DIR or DIR Customers may designate from time to time, including customers, vendors, licensees, and other third parties to the extent DIR or the DIR Customers are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Confidential Information subject to applicable public information laws, access at reasonable hours hours, and upon reasonable notice to Successful Respondent Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to to: (i) verify the integrity of DIR Data, ; (ii) examine the systems that process, store, support, and transmit that data (including system capacity, performance, and utilization), (iii) examine the internal controls (e.g., financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) and the security, disaster recovery, and back-up practices and procedures, ; (iv) examine Successful Respondent’s performance of the Services, ; (v) verify Successful Respondent’s reported performance against the applicable Service Levels, ; (vi) examine Successful Respondent’s measurement, monitoring, and management tools, and ; and (vii) enable DIR and the DIR Customers to meet applicable legal, regulatory and contractual requirements. . (b) Successful Respondent shall shall: (1i) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, including installing and operating audit software, ; (2ii) make requested Successful Respondent Personnel, records records, and information available to DIR Auditors, and ; and (3iii) in all cases, provide such assistance, personnel, records records, and information in an expeditious manner to facilitate the timely completion of such audit. . (c) If an audit reveals a non-trivial breach of this Agreement, Successful Respondent shall, upon DIR's ’s request, promptly reimburse DIR for reasonable auditors' ’ fees including any follow-up audit to verify that such breach has been corrected.

Operational Audits. During the Audit Period, Successful Respondent Service Provider shall provide to DIR and DIR Customers (and internal and external auditors, inspectors, regulators, and other representatives that DIR or DIR Customers may designate from time to time, including customers, vendors, licensees, and other third parties to the extent DIR or the DIR Customers are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees licensees, and other third parties agree to protect Successful Respondent’s Service Provider's Confidential Information subject to applicable public information laws, access at reasonable hours and upon reasonable notice to Successful Respondent Service Provider Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent Service Provider records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s Service Provider's obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to (i) verify the integrity of DIR Data, (ii) examine the systems that process, store, support, support and transmit that data (including system capacity, performance, performance and utilization), (iii) examine the internal controls (e.g., e.g. financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) and the security, disaster recovery, and back-up practices and procedures, (iv) examine Successful Respondent’s Service Provider's performance of the Services, (v) verify Successful Respondent’s Service Provider's reported performance against the applicable Service Levels, (vi) examine Successful Respondent’s Service Provider's measurement, monitoring, monitoring and management tools, and (vii) enable DIR and the DIR Customers to meet applicable legal, regulatory regulatory, and contractual requirements. Successful Respondent Service Provider shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, including installing and operating audit softwaresoftware on systems dedicated to the provision of the Services, (2) make requested Successful Respondent Service Provider Personnel, records records, and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records records, and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this Agreement, Successful Respondent Service Provider shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees including any auditors' fees to perform a follow-up audit to verify that such breach has been corrected.

Operational Audits. During the Audit Period, Successful Respondent Service Provider shall provide to DIR and DIR Customers (and internal and external auditors, inspectors, regulators, regulators and other representatives that DIR or DIR Customers may designate from time to time, including customers, vendors, licensees, licensees and other third parties to the extent DIR or the DIR Customers are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Service Provider's Confidential Information subject to applicable public information laws, access at reasonable hours and upon reasonable notice to Successful Respondent Service Provider Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent Service Provider records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s Service Provider's obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to (i) verify the integrity of DIR Data, (ii) examine the systems that process, store, support, support and transmit that data (including system capacity, performance, performance and utilization), (iii) examine the internal controls (e.g., e.g. financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, controls and access controls) and the security, disaster recovery, recovery and back-up practices and procedures, (iv) examine Successful Respondent’s Service Provider's performance of the Services, (v) verify Successful Respondent’s Service Provider's reported performance against the applicable Service Levels, (vi) examine Successful Respondent’s Service Provider's measurement, monitoring, monitoring and management tools, and (vii) enable DIR and the DIR Customers to meet applicable legal, regulatory and contractual requirements. Successful Respondent Service Provider shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, including installing and operating audit softwaresoftware on systems dedicated to the provision of the Services, (2) make requested Successful Respondent Service Provider Personnel, records and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this Agreement, Successful Respondent Service Provider shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees including any reasonable auditors' fees to perform a follow-up audit to verify that such breach has been corrected.

Operational Audits. (a) During the Audit Period, Successful Respondent shall provide to DIR and DIR DCS Customers (and internal and external auditors, inspectors, regulators, and other representatives that DIR or DIR DCS Customers may designate from time to time, including customers, vendors, licensees, and other third parties to the extent DIR or the DIR DCS Customers are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Confidential Information subject to applicable public information laws, access at reasonable hours hours, and upon reasonable notice to Successful Respondent Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to to: (i) verify the integrity of DIR Data, ; (ii) examine the systems that process, store, support, and transmit that data (including system capacity, performance, and utilization), (iii) examine the internal controls (e.g., financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) and the security, disaster recovery, and back-up practices and procedures, ; (iv) examine Successful Respondent’s performance of the Services, ; (v) verify Successful Respondent’s reported performance against the applicable Service Levels, ; (vi) examine Successful Respondent’s measurement, monitoring, and management tools, and ; and (vii) enable DIR and the DIR DCS Customers to meet applicable legal, regulatory and contractual requirements. . (b) Successful Respondent shall shall: (1i) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, including installing and operating audit software, ; (2ii) make requested Successful Respondent Personnel, records records, and information available to DIR Auditors, and ; and (3iii) in all cases, provide such assistance, personnel, records records, and information in an expeditious manner to facilitate the timely completion of such audit. . (c) If an audit reveals a non-trivial breach of this Agreement, Successful Respondent shall, upon DIR's ’s request, promptly reimburse DIR for reasonable auditors' ’ fees including any follow-up audit to verify that such breach has been corrected.

Operational Audits. During the Audit PeriodPeriod Supplier shall, Successful Respondent and, if and to the extent (i) appropriate in Kraft’s reasonable judgment given the nature of the services or products being provided by them and (ii) the purpose for the audit of any Subcontractor or supplier cannot be reasonably satisfied, in the reasonable judgment of Kraft’s auditors, through an audit of Supplier, shall cause its Subcontractors and suppliers (other than Commodity Equipment and Transport Providers, product vendor specialists who Supplier engages on a temporary basis to address urgent problems, Third Party Contractors under Kraft assigned contracts to the extent such contracts do not comply with this requirement as of the Effective Date, and vendors of Supplier Overhead Materials) to provide to DIR and DIR Customers Kraft (and internal and external auditors, inspectors, regulators, regulators and other representatives that DIR or DIR Customers Kraft may designate from time to time, including customers, vendors, licensees, licensees and other third parties to the extent DIR Kraft or the DIR Customers Eligible Recipients are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Confidential Information subject to applicable public information laws, entities) access at reasonable hours hours, and upon following reasonable notice (with 30 days prior written notice deemed to Successful Respondent be reasonable notice for planned or routine audits, but as soon as practicable for more urgent audits, or as required by government inspectors or regulators) to the extent such notice is available to Kraft, to Supplier Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent Supplier records and other pertinent information, all to the extent relevant to the Services and Successful RespondentSupplier’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections inspections, to (i) verify the integrity of DIR Kraft Data, ; (ii) examine the systems that process, store, support, support and transmit that data (including system capacity, performance, and utilization), data; (iii) examine the internal controls (e.g., financial controls, human resources information technology controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) and the security, disaster recovery, recovery and back-up practices and procedures, ; (iv) examine Successful RespondentSupplier’s performance of the Services, ; (v) verify Successful RespondentSupplier’s reported performance against the applicable Service Levels, ; (vi) examine Successful RespondentSupplier’s measurement, monitoring, monitoring and management tools, ; and (vii) enable DIR Kraft and the DIR Customers Eligible Recipients to meet applicable legal, regulatory and contractual requirementsrequirements (including those associated with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the implementing regulations promulgated by the United States Securities and Exchange Commission and Public Company Accounting Oversight Board), in each case (i) through (vii) to the extent applicable to the Services. Successful Respondent Supplier shall (1i) provide any assistance reasonably requested by DIR Auditors Kraft or its designee in conducting any such audit, including installing and operating audit software, ; (2ii) make requested Successful Respondent Personnelpersonnel, records and information available to DIR Auditors, Kraft or its designee; and (3iii) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this AgreementAgreement by Supplier that is material relative to the scope of the audit, Successful Respondent shall, upon DIR's request, Supplier shall promptly reimburse DIR Kraft for reasonable auditors' fees including the actual cost of such audit and any follow-up audit to verify that such breach has been correcteddamages, fees, fines, or penalties assessed against or incurred by Kraft as a result thereof.

Operational Audits. During the Audit Period, Successful Respondent Supplier shall provide to DIR Customer and DIR Customers (and to internal and external auditors, inspectors, regulators, and other representatives that DIR or DIR Customers Customer may reasonably designate from time to timetime (“Customer Auditors”) access in accordance with Section 9.9(g) to perform operational audits and inspections of Supplier, including customers, vendors, licensees, and other third parties its subcontractors (except to the extent DIR or Supplier is not able to obtain such rights and advises Customer of this fact prior to executing the DIR Customers are legally or contractually obligated to submit to audits by such Entitiesrelevant subcontract) and their respective facilities (“Operational Audits”), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Confidential Information subject to applicable public information laws, access at reasonable hours and upon reasonable notice to Successful Respondent Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to to: (i) verify the integrity of DIR the Customer Data, (ii) and examine the systems that process, store, support, support and transmit that data data, (including system capacity, performance, ii) verify whether the Services comply with Customer Compliance Requirements and utilization), facilitate Customer’s compliance with Customer Compliance Requirements; (iii) examine the internal controls (e.g., financial controls, human resources and accounting controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and logical and physical access controls) and conduct walkthroughs of in-scope business processes (as defined by the PCAOB); (iv) examine the security, disaster recovery, recovery and back-up practices and procedures, ; (ivv) examine Successful RespondentSupplier’s performance development of Work Product and confirm that the Services are being provided in accordance with the Agreement, including the applicable Service Level Agreement and (vi) verify the integrity of Supplier’s Performance Reports (including raw data from which such Performance Reports are compiled); (vii) examine Supplier’s efficiency and its effective use of the technology it uses to provide the Services (to the extent such efficiency and use impact the Charges); and (viii) examine Supplier’s measurement, monitoring and management tools used in connection with the Services, (v) verify Successful Respondentall to the extent relevant to the Services and Supplier’s reported performance against the applicable Service Levels, (vi) examine Successful Respondent’s measurement, monitoring, and management tools, and (vii) enable DIR and the DIR Customers to meet applicable legal, regulatory and contractual requirements. Successful Respondent shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, including installing and operating audit software, (2) make requested Successful Respondent Personnel, records and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of obligations under this Agreement, Successful Respondent shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees including any follow-up audit to verify that such breach has been corrected.

Operational Audits. During the Audit Period, Successful Respondent Service Provider shall provide to DIR and DIR Customers (and internal and external auditors, inspectors, regulators, regulators and other representatives that DIR or DIR Customers may designate from time to time, including customers, vendors, licensees, licensees and other third parties to the extent DIR or the DIR Customers are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Service Provider's Confidential Information subject to applicable public information laws, access at reasonable hours and upon reasonable notice to Successful Respondent Service Provider Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent Service Provider records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s Service Provider's obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to (i) verify the integrity of DIR Data, (ii) examine the systems that process, store, support, support and transmit that data (including system capacity, performance, performance and utilization), (iii) examine the internal controls (e.g., e.g. financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, controls and access controls) and the security, disaster recovery, recovery and back-up practices and procedures, (iv) examine Successful Respondent’s Service Provider's performance of the Services, (v) verify Successful Respondent’s Service Provider's reported performance against the applicable Service Levels, (vi) examine Successful Respondent’s Service Provider's measurement, monitoring, monitoring and management tools, and (vii) enable DIR and the DIR Customers to meet applicable legal, regulatory and contractual requirements. Successful Respondent Service Provider shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, including installing and operating audit software, (2) make requested Successful Respondent Service Provider Personnel, records and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this Agreement, Successful Respondent Service Provider shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees including any follow-up audit to verify that such breach has been corrected.

Operational Audits. During the Audit PeriodPeriod Supplier shall, Successful Respondent and, if and to the extent (i) appropriate in Kraft’s reasonable judgment given the nature of the services or products being provided by them and (ii) the purpose for the audit of any Subcontractor or supplier cannot be reasonably satisfied, in the reasonable judgment of Kraft’s auditors, through an audit of Supplier, shall cause its Subcontractors and suppliers (other than Commodity Equipment and Transport Providers, product vendor specialists who Supplier engages on a temporary basis to address urgent problems, Third Party Contractors under Kraft assigned contracts to the extent such contracts do not comply with this requirement as of the Effective Date, and vendors of Supplier Overhead Materials) to provide to DIR and DIR Customers Kraft (and internal and external auditors, inspectors, regulators, regulators and other representatives that DIR or DIR Customers Kraft may designate from time to time, including customers, vendors, licensees, licensees and other third parties to the extent DIR Kraft or the DIR Customers Eligible Recipients are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Confidential Information subject to applicable public information laws, entities) access at reasonable hours hours, and upon following reasonable notice to Successful Respondent the extent such notice is available to Kraft, to Supplier Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent Supplier records and other pertinent information, all to the extent relevant to the Services and Successful RespondentSupplier’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections inspections, to (i) verify the integrity of DIR Kraft Data, ; (ii) examine the systems that process, store, support, support and transmit that data (including system capacity, performance, and utilization), data; (iii) examine the internal controls (e.g., financial controls, human resources information technology controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) and the security, disaster recovery, recovery and back-up practices and procedures, ; (iv) examine Successful RespondentSupplier’s performance of the Services, ; (v) verify Successful RespondentSupplier’s reported performance against the applicable Service Levels, ; (vi) examine Successful RespondentSupplier’s measurement, monitoring, monitoring and management tools, ; and (vii) enable DIR Kraft and the DIR Customers Eligible Recipients to meet applicable legal, regulatory and contractual requirementsrequirements (including those associated with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the implementing regulations promulgated by the United States Securities and Exchange Commission and Public Company Accounting Oversight Board), in each case (i) through (vii) to the extent applicable to the Services. Successful Respondent Supplier shall (1i) provide any assistance reasonably requested by DIR Auditors Kraft or its designee in conducting any such audit, including installing and operating audit software, ; (2ii) make requested Successful Respondent Personnelpersonnel, records and information available to DIR Auditors, Kraft or its designee; and (3iii) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this AgreementAgreement by Supplier that is material relative to the scope of the audit, Successful Respondent shall, upon DIR's request, Supplier shall promptly reimburse DIR Kraft for reasonable auditors' fees including the actual cost of such audit and any follow-up audit to verify that such breach has been correcteddamages, fees, fines, or penalties assessed against or incurred by Kraft as a result thereof.

Operational Audits. During the Audit Period, Successful Respondent Vendor shall provide to DIR and DIR Customers TXUED (and internal and external auditors, inspectors, regulatorsgovernmental bodies, regulators and other representatives that DIR or DIR Customers TXUED may designate from time to time, including customers, vendors, licensees, and other third parties to the extent DIR or the DIR Customers are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Confidential Information subject to applicable public information laws, designate) access at reasonable hours and upon reasonable notice to Successful Respondent Vendor Personnel, to the facilities at or from which Services are then being provided and or have been provided, to Successful Respondent records Contract Records and other pertinent information, all to the extent relevant related to the performance of the Services and Successful RespondentVendor’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections of TXUED and its businesses, including to (i) verify the integrity of DIR TXUED Data, (ii) examine the systems Systems that process, store, support, support and transmit that data (including system capacity, performance, and utilization)data, (iii) examine the internal controls (e.g., financial controls, human resources controls, organizational controls, input/output controls, system System modification controls, processing controls, system System design controls, controls and access controls) and the security, disaster recovery, recovery and back-up practices and procedures, (iv) examine Successful RespondentVendor’s performance of the Services, (v) verify Successful RespondentVendor’s reported performance against this Agreement (including the applicable Service Levels), (vi) examine Successful RespondentVendor’s measurement, monitoring, management and management tools, reporting tools and (vii) enable DIR and the DIR Customers TXUED to meet applicable legal, regulatory and contractual requirementsrequirements and installing and operating Software that assists TXUED (and TXUED’s internal and external auditors, inspectors, governmental bodies, regulators and other representatives) in performing its audit, in each case to the extent affected by or applicable to the Services. Successful Respondent Vendor shall (1) provide any assistance reasonably requested by DIR Auditors TXUED or its designee(s) in conducting any such audit, including installing providing electronic access to TXUED Data and operating audit software, (2) make requested Successful Respondent Personnel, records Vendor’s data that directly pertains to the Services and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such auditVendor’s obligations under this Agreement. If an audit reveals a non-trivial material breach of this Agreement, Successful Respondent shall, upon DIR's request, Vendor shall promptly reimburse DIR TXUED for reasonable auditors' fees including any follow-up audit to verify that the actual cost of such breach has been correctedaudit.

Operational Audits. During the Audit Period, Successful Respondent and upon reasonable prior notice, Service Provider shall, and shall cause its Subcontractors and suppliers to, provide to DIR and DIR Customers Allegheny (and internal and external auditors, inspectors, regulators, regulators and other representatives that DIR or DIR Customers Allegheny may designate from time to time, including customers, vendors, licensees, licensees and other third parties to the extent DIR Allegheny or the DIR Customers Eligible Recipients are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Confidential Information subject to applicable public information laws, entities) access at reasonable hours and upon reasonable notice to Successful Respondent Service Provider Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent Service Provider records and other pertinent information, all to the extent relevant to the Services and Successful RespondentService Provider’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections inspections, to (i) verify the integrity of DIR Allegheny Data, (ii) examine the systems that process, store, support, support and transmit that data (including system capacity, performance, and utilization)data, (iii) examine the internal controls (e.g., financial controlsinformation technology, human resources procurement, and/or inventory management controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) and the security, disaster recovery, recovery and back-up practices and procedures, (iv) examine Successful RespondentService Provider’s performance of the Services, (v) verify Successful RespondentService Provider’s reported performance against the applicable Service Levels, (vi) examine Successful RespondentService Provider’s measurement, monitoring, monitoring and management tools, and (vii) enable DIR Allegheny and the DIR Customers Eligible Recipients to meet applicable legal, regulatory and contractual requirementsrequirements (including those associated with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the implementing regulations promulgated by the United States Securities and Exchange Commission and Public Company Accounting Oversight Board), in each case to the extent applicable to the Services. Successful Respondent Service Provider shall (1) provide any assistance reasonably requested by DIR Auditors Allegheny or its designee in conducting any such audit, including installing and operating audit softwaresoftware (subject to each non-governmental auditor’s compliance with Service Provider’s reasonable security rules and procedures communicated in advance and applicable to other parties accessing Service Provider’s systems), (2) make requested Successful Respondent Personnelpersonnel, records and information available to DIR AuditorsAllegheny or its designee, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this AgreementAgreement that is material relative to the scope of the audit, Successful Respondent shall, upon DIR's request, Service Provider shall promptly reimburse DIR Allegheny for reasonable auditors' fees including the actual cost of such audit and any follow-up audit to verify that such breach has been correcteddamages, fees, fines, or penalties assessed against or incurred by Allegheny as a result thereof.

Operational Audits. During the Audit Period, Successful Respondent shall provide to DIR and DIR Customers (and internal and external auditors, inspectors, regulators, and other representatives that DIR or DIR Customers may designate from time to time, including customers, vendors, licensees, and other third parties to the extent DIR or the DIR Customers are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities authorities) (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Confidential Information subject to applicable public information laws, access at reasonable hours and upon reasonable notice to Successful Respondent Personnelpersonnel, to the facilities at or from which Services are then being provided and to Successful Respondent records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to (i) verify the integrity of DIR Data, (ii) examine the systems that process, store, support, and transmit that data (including system capacity, performance, and utilization), (iii) examine the internal controls (e.g., financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) and the security, disaster recovery, and back-up practices and procedures, (iv) examine Successful Respondent’s performance of the Services, (v) verify Successful Respondent’s reported performance against the applicable Service Levels, (vi) examine Successful Respondent’s measurement, monitoring, and management tools, and (vii) enable DIR and the DIR Customers to meet applicable legal, regulatory and contractual requirements. Successful Respondent shall shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, including installing and operating audit software, (2) make requested Successful Respondent Personnelpersonnel, records and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this Agreement, Successful Respondent shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees including any follow-up audit to verify that such breach has been corrected.

Operational Audits. During the Audit PeriodPeriod (as defined in Section 9.10(a)), Successful Respondent Supplier shall, and shall cause its Affiliates and, subject to Section 9.11(a), its Subcontractors to, provide to DIR and DIR Customers New Century (and internal and external auditors, inspectors, regulators, regulators and other representatives that DIR or DIR Customers New Century may designate from time to time, including customers, vendors, licensees, licensees and other third parties to the extent DIR New Century or the DIR Customers Eligible Recipients are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree entities) access during normal business hours to protect Successful Respondent’s Confidential Information subject to applicable public information laws, access at reasonable hours and upon reasonable notice to Successful Respondent appropriate Supplier Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent Supplier records and other pertinent informationinformation (excluding internal audit reports generated by Supplier, all but including disclosure of any finding, recommendation or conclusion in such audit reports relating to non-compliance with Supplier’s obligations under this Agreement), only to the extent relevant to the Services and Successful RespondentSupplier’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections inspections, to (i) verify the integrity of DIR New Century Data, (ii) examine the systems that process, store, support, support and transmit that data (including system capacity, performance, and utilization)data, (iii) examine the adequacy of and compliance with the internal controls (e.g., financial controls, human resources resource controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) and the security, disaster recovery, recovery and back-up practices and procedures, ; (iv) examine Successful RespondentSupplier’s performance of the Services, ; (v) verify Successful RespondentSupplier’s reported performance against the applicable Service Levels, ; (vi) examine Successful RespondentSupplier’s measurement, monitoring, monitoring and management tools, ; and (vii) enable DIR New Century and the DIR Customers Eligible Recipients to meet applicable legal, regulatory and contractual requirementsrequirements (including those associated with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the implementing regulations promulgated by the United States Securities and Exchange Commission and Public Company Accounting Oversight Board), in each case to the extent relevant to the Services and Supplier’s performance of its obligations under this Agreement. Successful Respondent Supplier shall use commercially reasonable efforts to (1i) provide any assistance reasonably requested by DIR Auditors New Century or its designee in conducting any such audit, including installing and operating audit software, (2ii) make requested Successful Respondent Personnelpersonnel, records and information available to DIR AuditorsNew Century or its designee, and (3iii) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an As between the Parties, New Century shall be responsible for any auditor’s fees and costs associated with such audit, unless the audit reveals a non-trivial significant breach of this Agreement, Successful Respondent shall, upon DIR's request, in which case Supplier shall promptly reimburse DIR New Century for such reasonable auditors' and actual fees including any follow-up audit to verify that such breach has been correctedand costs.

Operational Audits. During the Audit Period, Successful Respondent Service Provider shall provide to DIR and DIR Customers TxDOT (and internal and external auditors, inspectors, regulators, regulators and other representatives that DIR or DIR Customers TxDOT may designate from time to time, including customers, vendors, licensees, licensees and other third parties to the extent DIR or the DIR Customers are TxDOT is legally or contractually obligated to submit to audits by such EntitiesEntities (excluding the Entities set forth on Exhibit 16), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR TxDOT Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Service Provider's Confidential Information subject to applicable public information laws, access at reasonable hours and upon reasonable notice to Successful Respondent Service Provider Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent Service Provider records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s Service Provider's obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to (i) verify the integrity of DIR TxDOT Data, (ii) examine the systems that process, store, support, support and transmit that data (including system capacity, performance, performance and utilization), (iii) examine the internal controls (e.g., e.g. financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, controls and access controls) and the security, disaster recovery, recovery and back-up practices and procedures, (iv) examine Successful Respondent’s Service Provider's performance of the Services, (v) verify Successful Respondent’s Service Provider's reported performance against the applicable Service Levels, (vi) examine Successful Respondent’s Service Provider's measurement, monitoring, monitoring and management tools, and (vii) enable DIR and the DIR Customers TxDOT to meet applicable legal, regulatory and contractual requirements. Successful Respondent Service Provider shall (1) provide any assistance reasonably requested by DIR TxDOT Auditors in conducting any such audit, including installing and operating audit softwaresoftware on systems dedicated to the provision of the Services, (2) make reasonably requested Successful Respondent Service Provider Personnel, records and information available to DIR TxDOT Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this Agreement, Successful Respondent Service Provider shall, upon DIRTxDOT's request, promptly reimburse DIR TxDOT for reasonable auditors' fees including any reasonable auditors' fees to perform a follow-up audit to verify that such breach has been corrected.

Operational Audits. (a) During the Audit Period, Successful Respondent shall provide to DIR and DIR Customers (and internal and external auditors, inspectors, regulators, and other representatives that DIR or DIR Customers may designate from time to time, including customers, vendors, licensees, and other third parties to the extent DIR or the DIR Customers are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Confidential Information subject to applicable public information laws, access at reasonable hours hours, and upon reasonable notice to Successful Respondent Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to to: (i) verify the integrity of DIR Data, ; (ii) examine the systems that process, store, support, and transmit that data (including system capacity, performance, and utilization), (iii) examine the internal controls (e.g., financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) and the security, disaster recovery, and back-up practices and procedures, ; (iv) examine Successful Respondent’s performance of the Services, ; (v) verify Successful Respondent’s reported performance against the applicable Service Levels, ; (vi) examine Successful Respondent’s measurement, monitoring, and management tools, and ; and (vii) enable DIR and the DIR Customers to meet applicable legal, regulatory and contractual requirements. . (b) Successful Respondent shall shall: (1i) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, including installing and operating audit software, ; (2ii) make requested Successful Respondent Personnel, records records, and information available to DIR Auditors, and ; and (3iii) in all cases, provide such assistance, personnel, records records, and information in an expeditious manner to facilitate the timely completion of such audit. . (c) If an audit reveals a non-trivial breach of this Agreement, Successful Respondent shall, upon DIR's ’s request, promptly reimburse DIR for reasonable auditors' ’ fees including any follow-up audit to verify that such breach has been corrected.

Operational Audits. During Upon reasonable advance notice (which shall be no longer than 48 hours), during the Audit Period, Successful Respondent Supplier shall provide to DIR and DIR Customers Customer (and internal and external auditors, inspectors, regulators, regulators and other representatives authorized by Customer that DIR or DIR Customers Customer may designate from time to time, including customers, vendors, licensees, and other third parties to the extent DIR or the DIR Customers are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities time (collectively, "DIR “Customer Auditors"”), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Confidential Information subject to applicable public information laws, access at reasonable business NCR and Jabil Confidential 45330990v.3 hours and upon reasonable notice at Customer’s expense, to Successful Respondent Supplier Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent records and other pertinent information[*****], all to the extent relevant to the Services and Successful RespondentSupplier’s obligations under this Agreement. Such access shall not be withheld for audits concerning Customer’s adherence to regulatory requirements and Supplier’s adherence to Legal Requirements. Such access shall be provided for the purpose of performing audits and inspections to (i) verify the integrity of DIR Customer Data, (ii) examine the systems that process, store, support, support and transmit that data (including system capacity, performance, performance and utilization), (iii) examine the internal controls (e.g., financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) [*****] and the security, disaster recovery, recovery and back-up practices and procedures, (iv) examine Successful RespondentSupplier’s performance of the Services, (v) verify Successful RespondentSupplier’s reported performance against the applicable Service Levels, (vi) examine Successful RespondentSupplier’s measurement, monitoring, monitoring and management tools, tools and (vii) enable DIR and the DIR Customers Customer to meet applicable legal, regulatory and contractual requirements. Successful Respondent Supplier shall (1) provide any assistance reasonably requested by DIR Customer Auditors in conducting any such audit, including installing and operating audit software, (2) make requested Successful Respondent Personnelpersonnel, records and information available to DIR Auditors, Customer Auditors and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial material breach of this AgreementAgreement then, Successful Respondent shall, upon DIR's request, without limiting Customer’s other remedies under this Agreement Supplier shall promptly reimburse DIR Customer for the actual cost of the auditor, including auditor’s fees. During the Audit Period, Supplier shall [*****]; provide to Customer Auditors access at reasonable auditors' fees including hours to Supplier Personnel and to Contract Records [*****] to the extent relevant to the performance of Supplier’s obligations under this Agreement to (i) verify the accuracy and completeness of Contract Records, (ii) [*****]. If any follow-up such audit reveals an overcharge by Supplier, and Supplier does not successfully dispute the amount questioned by such audit, Supplier shall promptly pay to verify that Customer the amount of such breach has been correctedovercharge, [*****].

Operational Audits. During the Audit Period, Successful Respondent Supplier shall, and (upon ABM’s reasonable request) shall cause its Subcontractors to, provide to DIR and DIR Customers ABM (and internal and external auditors, inspectors, regulators, regulators and other representatives that DIR or DIR Customers ABM may designate from time to time, including customers, vendors, licensees, licensees and other third parties to the extent DIR ABM or the DIR Customers Eligible Recipients are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Confidential Information subject to applicable public information laws, entities) access at reasonable hours and upon reasonable notice to Successful Respondent Supplier Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent records Contract Records and other pertinent information, all to the extent relevant to performance of the Services and Successful RespondentSupplier’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections inspections, to (i) verify the integrity of DIR ABM Data, in accordance with the terms of this Agreement, (ii) examine the systems that process, store, support, support and transmit that data (including system capacity, performance, and utilization)data, (iii) examine the internal controls (e.g., financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) and the security, disaster recovery, recovery and back-up practices and procedures, ; (iv) examine Successful RespondentSupplier’s performance of the Services, in accordance with the terms of this Agreement; (v) verify Successful RespondentSupplier’s reported performance against the applicable Service Levels, ; (vi) examine Successful Respondentthe accuracy of Supplier’s measurement, monitoring, monitoring and management tools, ; and (vii) enable DIR ABM and the DIR Customers Eligible Recipients to meet applicable legal, legal and regulatory and contractual requirementsrequirements (including those associated with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the implementing regulations promulgated by the United States Securities and Exchange Commission and Public Company Accounting Oversight Board), in each case to the extent applicable to the Services performed by Supplier and/or the variable charges for such services. Successful Respondent Supplier shall (1i) provide any assistance reasonably requested by DIR Auditors ABM or its designee in conducting any such audit, including installing and operating audit softwaresoftware during the Term and any Termination Assistance Services period, (2ii) make requested Successful Respondent Personnelpersonnel (to the extent still employed by Supplier or its applicable Affiliate or Subcontractor), records and information available to DIR AuditorsABM or its designee, and (3iii) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this Agreement, Successful Respondent shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees including any follow-up audit to verify that such breach has been corrected.

Operational Audits. During the Audit Period, Successful Respondent Provider shall provide to DIR Customer and DIR Customers (and to internal and external auditors, inspectors, regulators, regulators and other representatives that DIR or DIR Customers Customer may designate from time to time, including customers, vendors, licensees, and other third parties time (“Customer Auditors”) access in accordance with Section 14.2(b) below to the extent DIR or the DIR Customers are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Confidential Information subject to applicable public information laws, access at reasonable hours and upon reasonable notice to Successful Respondent Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s obligations under this Agreement. Such access shall be provided for the purpose of performing perform operational audits and inspections to of Provider, Provider Agents and their respective facilities (“Operational Audits”), to: (i) verify the integrity of DIR the Customer Data, ; (ii) examine the systems that access, process, store, support, support and transmit that data (including system capacity, performance, and utilization), examine the results of external Third Party data processing audits or reviews relating to Provider’s operations relevant to the Services; (iii) examine verify whether the internal controls (e.g., financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) Services comply with Customer Compliance Requirements and the security, disaster recovery, and back-up practices and procedures, requirements of the “Privacy Requirements” Exhibit; (iv) examine Successful Respondentevaluate Provider’s performance compliance with the requirements of the “Information Security Requirements” Exhibit (i.e., Provider’s physical and logical security and Disaster Recovery Services), including examination of all self-conducted and Third Party intrusion vulnerability and penetration assessments and reports; (v) confirm that the Services are being provided in accordance with the Agreement, including the Service Levels; (vi) verify the integrity of Provider’s Performance Reports (including raw data from which such Performance Reports are compiled); (vii) facilitate Customer Group’s compliance with Customer Compliance Requirements; and (viii) examine, test and assess Provider’s systems, policies and procedures relating to intrusion detection and interception with respect to the Provider systems used to provide the Services, (v) verify Successful Respondentprovided that any penetration testing on Shared Systems or any other system which would reasonably impact a Provider customer shall be subject to Provider’s reported performance against the applicable Service Levels, (vi) examine Successful Respondent’s measurement, monitoring, and management tools, and (vii) enable DIR security policies and the DIR Customers prior written consent of the Third Party with whom such system is shared, which Provider shall use commercially reasonable efforts to meet applicable legal, regulatory and contractual requirements. Successful Respondent shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, including installing and operating audit software, (2) make requested Successful Respondent Personnel, records and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this Agreement, Successful Respondent shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees including any follow-up audit to verify that such breach has been correctedobtain.

Operational Audits. During the Audit PeriodTerm and for a period of thirty-six (36) months after the end of any Termination Assistance Services period (the "AUDIT PERIOD"), Successful Respondent Provider shall, and shall cause its Subcontractors to, provide to DIR and DIR Customers ▇▇▇▇▇▇▇▇ (and internal and external auditors, inspectors, regulators, regulators and other representatives that DIR or DIR Customers ▇▇▇▇▇▇▇▇ may designate from time to time, including customers, vendors, licensees, and other third parties to the extent DIR or the DIR Customers are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Confidential Information subject to applicable public information laws, ) access at reasonable hours and upon reasonable notice to Successful Respondent Provider Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent Provider records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s Provider's obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections of ▇▇▇▇▇▇▇▇ and its businesses, to (i) verify the integrity of DIR ▇▇▇▇▇▇▇▇ Data, (ii) examine the systems that process, store, support, support and transmit that data (including system capacity, performance, and utilization)data, (iii) examine the internal controls (e.g., financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) and the security (including physical and logical information technology security), disaster recovery, recovery and back-up practices and procedures, ; (iv) examine Successful Respondent’s Provider's performance of the Services, ; (v) verify Successful Respondent’s Provider's reported performance against the applicable Service Levels, ; (vi) examine Successful Respondent’s Provider's measurement, monitoring, monitoring and management tools, ; and (vii) enable DIR ▇▇▇▇▇▇▇▇ and the DIR Customers Eligible Recipients to meet applicable legal, regulatory and contractual requirementsrequirements (including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the implementing regulations promulgated by the United States Securities and Exchange Commission and Public Accounting Oversight Board), in each case to the extent applicable to the Services. Successful Respondent Provider shall during the Audit Period (1A) provide any assistance reasonably requested by DIR Auditors ▇▇▇▇▇▇▇▇ or its designee in conducting any such audit, including installing and operating audit software, (2B) make requested Successful Respondent Personnelpersonnel (to the extent still employed by Provider), records and information available to DIR Auditors▇▇▇▇▇▇▇▇ or its designee, and (3C) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If Provider shall reimburse ▇▇▇▇▇▇▇▇ for the actual cost of any follow on audit conducted by ▇▇▇▇▇▇▇▇ to confirm that an issue identified in a previous audit reveals has been appropriately corrected or resolved. In addition, if ▇▇▇▇▇▇▇▇ suspects a non-trivial breach of this Agreement, Successful Respondent shalland Provider does not present sufficient evidence to ▇▇▇▇▇▇▇▇ that such non-trivial breach does not exist or has been appropriately corrected or resolved, upon DIR's requestand if Final Confidential and Proprietary Information of IBM and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ subsequently conducts an audit and confirms the existence of such non-trivial breach, then Provider shall promptly reimburse DIR ▇▇▇▇▇▇▇▇ for reasonable auditors' fees including any follow-up audit to verify that the actual cost of such breach has been correctedaudit.

Operational Audits. During the Audit PeriodPeopleSupport shall, Successful Respondent and shall cause its subcontractors to, provide to DIR and DIR Customers Client (and internal and external auditors, inspectors, regulators, regulators and other representatives that DIR or DIR Customers Client may designate from time to time, including customers, vendors, licensees, time other than an entity that derives *** or more of its non-audit and other third parties to the extent DIR or the DIR Customers are legally or contractually obligated to submit to audits by such Entitiesnon-consulting revenue from contact center businesses (“People Support Competitor”), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Confidential Information subject to applicable public information laws, ) access at reasonable hours and upon reasonable notice to Successful Respondent PersonnelPEOPLESUPPORT, INC. CONFIDENTIAL 6 PeopleSupport personnel, to the facilities at or from which Services are then being provided and to Successful Respondent Client records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s obligations under this Agreement. Such access shall be provided for the sole purpose of performing audits and inspections inspections, to (i) verify the integrity of DIR DataClient data, (ii) examine the systems that process, store, support, support and transmit that data (including system capacity, performance, and utilization)data, (iii) examine the internal applicable controls (e.g., financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) and the security, disaster recovery, recovery and back-up practices and procedures, ; (iv) examine Successful RespondentPeopleSupport’s performance of the Services, ; (v) verify Successful RespondentPeopleSupport’s reported performance against the applicable Service Levels, service levels; (vi) examine Successful RespondentPeopleSupport’s measurement, monitoring, monitoring and management tools, ; and (vii) enable DIR and the DIR Customers Client to meet applicable legal, regulatory and contractual requirements. Successful Respondent PeopleSupport shall (1) provide any assistance reasonably requested by DIR Auditors Client or its designee (other than a PeopleSupport Competitor) in conducting any such audit, including installing and operating audit software, (2) make requested Successful Respondent Personnel, records and information available to DIR Auditors, and (3) in all cases, provide provided that such assistance, personnel, records and information in an expeditious manner to facilitate audit shall not unreasonably interfere with the timely completion operation of such auditPeopleSupport’s business. If an audit reveals a non-trivial material breach of this AgreementAgreement by PeopleSupport, Successful Respondent shall, upon DIR's request, PeopleSupport shall promptly reimburse DIR Client for reasonable auditors' fees including the actual cost of any follow-up audit to verify damages, fees, fines, or penalties assessed against or incurred by Client as a result thereof. If a Client designee receiving Services under this Agreement owns a PeopleSupport Competitor, then Client shall require that such breach has been correcteddesignee maintain a strict firewall vis-à-vis such PeopleSupport Competitor and prohibit disclosure of any PeopleSupport information to such PeopleSupport Competitor.

Operational Audits. During the Audit Period, Successful Respondent Supplier shall, and (upon ABM’s reasonable request) shall cause its Subcontractors to, provide to DIR and DIR Customers ABM (and internal and external auditors, inspectors, regulators, regulators and other representatives that DIR or DIR Customers ABM may designate from time to time, including customers, vendors, licensees, licensees and other third parties to the extent DIR ABM or the DIR Customers Eligible Recipients are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Confidential Information subject to applicable public information laws, entities) access at reasonable hours and upon reasonable notice to Successful Respondent Supplier Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent records Contract Records and other pertinent information, all to the extent relevant to performance of the Services and Successful RespondentSupplier’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections inspections, to (i) verify the integrity of DIR ABM Data, in accordance with the terms of this Agreement, (ii) examine the systems that process, store, support, support and transmit that data (including system capacity, performance, and utilization)data, (iii) examine the internal controls (e.g., financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) and the security, disaster recovery, recovery and back-up practices and procedures, ; (iv) examine Successful RespondentSupplier’s performance of the Services, in accordance with the terms of this Agreement; (v) verify Successful RespondentSupplier’s reported performance against the applicable Service Levels, ; (vi) examine Successful Respondentthe accuracy of Supplier’s measurement, monitoring, monitoring and management tools, ; and (vii) enable DIR ABM and the DIR Customers Eligible Recipients to meet applicable legal, legal and regulatory and contractual requirementsrequirements (including those associated with the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the implementing regulations promulgated by the United States Securities and Exchange Commission and Public Company Accounting Oversight Board), in each case to the extent applicable to the Services performed by Supplier and/or the variable charges for such services. Successful Respondent Supplier shall (1i) provide any assistance reasonably requested by DIR Auditors ABM or its designee in conducting any such audit, including installing and operating audit softwaresoftware during the Term and any Termination Assistance Services period, (2ii) make requested Successful Respondent Personnelpersonnel (to the extent still employed by Supplier or its applicable Affiliate or Subcontractor), records and information available to DIR AuditorsABM or its designee, and (3iii) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this Agreement, Successful Respondent shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees including any follow-up audit to verify that such breach has been corrected.

Operational Audits. During the Audit PeriodPeriod (as defined in Section 9.10(a)), Successful Respondent Supplier shall, and, unless expressly approved otherwise by Triad under Section 9.12, shall cause its Subcontractors to, provide to DIR and DIR Customers Triad (and internal and external auditors, inspectors, regulators, regulators and other representatives that DIR or DIR Customers Triad may designate from time to time, including customers, vendors, licensees[**] Certain confidential information contained in this document, marked by [**], has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. licensees and other third parties to the extent DIR Triad or the DIR Customers Eligible Recipients are legally or contractually obligated to submit to audits by such Entities), entities and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties representatives shall agree to protect Successful Respondent’s Confidential Information be subject to Supplier’s reasonable and generally applicable public information laws, confidentiality and reasonable security requirements) access at reasonable hours and upon reasonable notice to Successful Respondent Supplier Personnel, to the facilities Supplier Facilities at or from which Services are then being provided and to Successful Respondent Supplier records and other pertinent information, all to the extent relevant to the Services and Successful RespondentSupplier’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections inspections, to (i) verify the integrity of DIR Triad Data, (ii) examine the systems that process, store, support, support and transmit that data (including system capacity, performance, and utilization), (iii) examine the internal controls (e.g., financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) and the security, disaster recovery, recovery and back-up practices and procedures, ; (iv) examine Successful RespondentSupplier’s performance of the Services, ; (v) verify Successful RespondentSupplier’s reported performance against the applicable Service Levels, ; (vi) examine Successful RespondentSupplier’s measurement, monitoring, monitoring and management tools, ; and (vii) enable DIR and the DIR Customers to meet applicable legal, regulatory and contractual requirements[**]. Successful Respondent Supplier shall (1A) provide any assistance reasonably requested by DIR Auditors Triad or its designee in conducting any such audit, including installing and operating audit softwaresoftware (to the extent such audit software is not likely to adversely impact Supplier or the performance of the Services), (2B) make requested Successful Respondent Personnelpersonnel, records and information available to DIR AuditorsTriad or its designee, and (3C) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this Agreement, Successful Respondent shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees including any follow-up audit to verify that such breach has been corrected[**].