Reasonable Exercise of Rights. An On-Site Audit shall be conducted by Customer or its Third-Party Auditor: (i) acting reasonably, in good faith, and in a proportional manner, taking into account the nature and complexity of the Services used by Customer; (ii) up to one time per year with at least three weeks’ advance written notice. If an emergency justifies a shorter notice period, SFDC will use good faith efforts to accommodate the On-Site Audit request; and (iii) during SFDC’s normal business hours, under reasonable duration and shall not unreasonably interfere with SFDC’s day-to-day operations. Before any On-Site Audit commences, Customer and SFDC shall mutually agree upon the scope, timing, and duration of the audit and the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by or on behalf of SFDC.
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