Common use of Records Administration and Audit Clause in Contracts

Records Administration and Audit. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Once every twelve (12) months with ten (10) business days’ written notice, Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. Any inspector or auditor acting on behalf of the Lead State, Participating Entity, or Purchasing Entity shall comply with the confidentiality terms of this Master Agreement. This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records. The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations. The disclosure of records to Participating States relating to Participating Addenda and Orders placed against the Master Agreement shall be governed by the laws of the Participating State/Participating Entity that placed the Order. Unless prohibited by applicable law, in no event will Contractor be required to provide Lead State, Participating Entity, or Purchasing Entity or any party’s auditor with access to Contractor’s internal Products/Services labor or cost data, or data related to employees or other customers of Contractor unless such data is required to be provided by this Master Agreement or is necessary to confirm Contractor’s compliance with this Master Agreement. Audits shall be performed at the expense of Lead State, Participating Entity, or Purchasing Entity during normal business hours in a manner to minimize disruption to Contractor’s business, and Lead State, Participating Entity, or Purchasing Entity shall promptly provide Contractor with a copy of the results of the audit. Notwithstanding the previous, if the audit results in a finding of Contractor’s material noncompliance with the terms of this Master Agreement, a Participating Addendum, or Order, Contractor shall reimburse the auditing party for the costs of the audit. General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General), and hold harmless an Indemnified Party from any third-party claims or causes of action, including defense costs settlement amounts, court-awarded damages, (as well as reasonable attorney’s fees and court costs), and third- party costs incurred by Indemnified Party at the request of Contractor in connection with the defense of the claim, to the extent arising from Contractor’s willful misconduct or negligence. Contractor’s defense of such claims is subject to Indemnified Party’s prompt notification of Contractor of such claims, cooperation with Contractor in the defense of the claims, and granting Contractor sole defense of such claims.

Records Administration and Audit. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Once every twelve (12) months with ten (10) business days’ written notice, Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. Any inspector or auditor acting on behalf of the Lead State, Participating Entity, or Purchasing Entity shall comply with the confidentiality terms of this Master Agreement. This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records. The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations. The disclosure of records to Participating States relating to Participating Addenda and Orders placed against the Master Agreement shall be governed by the laws of the Participating State/Participating Entity that placed the Order. Unless prohibited by applicable law, in no event will Contractor be required to provide Lead State, Participating Entity, or Purchasing Entity or any party’s auditor with access to Contractor’s internal Products/Services labor or cost data, or data related to employees or other customers of Contractor unless such data is required to be provided by this Master Agreement or is necessary to confirm Contractor’s compliance with this Master Agreement. Audits shall be performed at the expense of Lead State, Participating Entity, or Purchasing Entity during normal business hours in a manner to minimize disruption to Contractor’s business, and Lead State, Participating Entity, or Purchasing Entity shall promptly provide Contractor with a copy of the results of the audit. Notwithstanding the previous, if the audit results in a finding of Contractor’s material noncompliance with the terms of this Master Agreement, a Participating Addendum, or Order, Contractor shall reimburse the auditing party for the costs of the audit. General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General), and hold harmless an Indemnified Party from any third-party claims or causes of action, including defense costs settlement amounts, court-awarded damages, (as well as reasonable attorney’s fees and court costs), and third- party costs incurred by Indemnified Party at the request of Contractor in connection with the defense of the claim, to the extent arising from Contractor’s willful misconduct or negligence. Contractor’s defense of such claims is subject to Indemnified Party’s prompt notification of Contractor of such claims, cooperation with Contractor in the defense of the claims, and granting Contractor sole defense of such claims.

Records Administration and Audit. a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Once every twelve (12) months with ten (10) business days’ written notice, Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. Any inspector or auditor acting on behalf of the Lead State, Participating Entity, or Purchasing Entity shall comply with the confidentiality terms of this Master Agreement. This right shall survive for a period of six five (65) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder. . b. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or the Purchasing Entity or NASPO ValuePoint for underpayment of fees found as a result of the examination of the Contractor’s records. Administrative Fees. c. The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations. The disclosure of records Contractor agrees to Participating States relating keep and maintain full, true, and complete billing records, books, and documents as practicable to Participating Addenda and Orders placed against disclose to the Master Agreement shall be governed by the laws of the Participating State/Participating Entity that placed the Order. Unless prohibited by applicable lawLead State or their authorized representatives, in no event will Contractor be required upon audits, sufficient information to provide Lead State, Participating Entity, or Purchasing Entity or any party’s auditor with access to Contractor’s internal Products/Services labor or cost data, or data related to employees or other customers of Contractor unless such data is required to be provided by this Master Agreement or is necessary to confirm Contractor’s reasonably determine compliance with this Master AgreementAgreement and all state regulations and statutes. Audits Except where an audit is mandated through legislative or executive action or direction, Lead State shall be performed not perform such audits more than one time per calendar year (including reasonable follow-up). For any audit performed, the Lead State will provide reasonable notice (at the expense least 10 business days) in advance of Lead Stateits review of directly related billing records, Participating Entitybooks, or Purchasing Entity during normal business hours in a manner to minimize disruption and documents to Contractor’s business, and Lead State, Participating Entity, or Purchasing Entity shall promptly provide Contractor with a copy of the results of the audit. Notwithstanding the previous, if the audit results in a finding of Contractor’s material noncompliance with the terms of obligations under this Master Agreement, a Participating Addendum, . These audit records are subject to confidentiality obligations by the Lead State or Order, Contractor shall reimburse the auditing any third- party for the costs agent performing this audit on behalf of the auditLead State. General Indemnity. Any third-party auditor audit shall be subject to prior approval by Contractor (which shall indemnify, defend (to the extent permitted by a state’s Attorney Generalnot be unreasonably withheld), and hold harmless an Indemnified Party from any the third-party claims auditor may be required at Contractor's sole discretion to execute the Contractor's standard non-disclosure agreement prior to examining, inspecting, copying or causes of action, including defense costs settlement amounts, courtauditing Contractor's records. Such non-awarded damages, (as well as reasonable attorney’s fees and court costs), and third- party costs incurred by Indemnified Party at the request of Contractor in connection with the defense of the claim, disclosure agreement shall not prohibit disclosure to the extent arising from Contractor’s willful misconduct Lead State or negligence. Contractor’s defense discussion between the third-party auditor and the Lead State for the purposes of such claims is subject to Indemnified Party’s prompt notification of Contractor of such claims, cooperation with Contractor in the defense of the claims, and granting Contractor sole defense of such claimsperforming an audit.

Records Administration and Audit. 14.1.1 The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall will adequately reflect performance and administration of payments and feesfees for a period of up to five (5) years from the date of termination of an Order. Once every twelve (12) months with ten (10) business days’ written notice, Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. Any inspector or auditor acting on behalf of the Lead State, Participating Entity, or Purchasing Entity shall comply with the confidentiality terms of this Master Agreement. This right shall will survive for a period of six five (65) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Master Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder. However, notwithstanding anything to the contrary above or in Section 9.6: (a) No audit, inspection, examination, copying, transcription, or access right shall be exercised more frequently than one (1) time every two (2) years unless such audit or access right is based on Contractor’s breach of its obligations under this Master Agreement; and (b) Any access, audit, inspection, examination, copy or transcription rights, time, and days, are limited to what is reasonable under the circumstances, unless otherwise required by Purchasing Entity state statutes. 14.1.2 Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records. . 14.1.3 The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring that requires the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations. The disclosure of records to Participating States relating to Participating Addenda and Orders placed against the Master Agreement shall be governed by the laws of the Participating State/Participating Entity that placed the Order. Unless prohibited by applicable law, in no event will Contractor be required to provide Lead State, Participating Entity, or Purchasing Entity or any party’s auditor with access to Contractor’s internal Products/Services labor or cost data, or data related to employees or other customers of Contractor unless such data is required to be provided by this Master Agreement or is necessary to confirm Contractor’s compliance with this Master Agreement. Audits shall be performed at the expense of Lead State, Participating Entity, or Purchasing Entity during normal business hours in a manner to minimize disruption to Contractor’s business, and Lead State, Participating Entity, or Purchasing Entity shall promptly provide Contractor with a copy of the results of the audit. Notwithstanding the previous, if the audit results in a finding of Contractor’s material noncompliance with the terms of this Master Agreement, a Participating Addendum, or Order, Contractor shall reimburse the auditing party for the costs of the audit. General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General), and hold harmless an Indemnified Party from any third-party claims or causes of action, including defense costs settlement amounts, court-awarded damages, (as well as reasonable attorney’s fees and court costs), and third- party costs incurred by Indemnified Party at the request of Contractor in connection with the defense of the claim, to the extent arising from Contractor’s willful misconduct or negligence. Contractor’s defense of such claims is subject to Indemnified Party’s prompt notification of Contractor of such claims, cooperation with Contractor in the defense of the claims, and granting Contractor sole defense of such claims.

Records Administration and Audit. a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Once every twelve (12) months with ten (10) business days’ written notice, Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. Any inspector or auditor acting on behalf of the Lead State, Participating Entity, or Purchasing Entity shall comply with the confidentiality terms of this Master Agreement. This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder. Such access will be (i) with at least ten (10) business days advance written notice, during normal business hours (ii) shall not unduly interrupt or interfere with Contractor's normal business operations, and (iii) in the event that such audit is conducted by a third party, such third party shall, prior to conducting such audit, execute a confidentiality agreement for the benefit of Contractor in a form reasonably satisfactory to Contractor. b. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees Administrative Fees found as a result of the examination of the Contractor’s records. . c. The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations. The disclosure of records to Participating States relating to Participating Addenda and Orders placed against the Master Agreement shall be governed by the laws of the Participating State/Participating Entity that placed the Order. Unless prohibited by applicable law, in no event will Contractor be required to provide Lead State, Participating Entity, or Purchasing Entity or any party’s auditor with access to Contractor’s internal Products/Services labor or cost data, or data related to employees or other customers of Contractor unless such data is required to be provided by this Master Agreement or is necessary to confirm Contractor’s compliance with this Master Agreement. Audits shall be performed at the expense of Lead State, Participating Entity, or Purchasing Entity during normal business hours in a manner to minimize disruption to Contractor’s business, and Lead State, Participating Entity, or Purchasing Entity shall promptly provide Contractor with a copy of the results of the audit. Notwithstanding the previous, if the audit results in a finding of Contractor’s material noncompliance with the terms of this Master Agreement, a Participating Addendum, or Order, Contractor shall reimburse the auditing party for the costs of the audit. General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General), and hold harmless an Indemnified Party from any third-party claims or causes of action, including defense costs settlement amounts, court-awarded damages, (as well as reasonable attorney’s fees and court costs), and third- party costs incurred by Indemnified Party at the request of Contractor in connection with the defense of the claim, to the extent arising from Contractor’s willful misconduct or negligence. Contractor’s defense of such claims is subject to Indemnified Party’s prompt notification of Contractor of such claims, cooperation with Contractor in the defense of the claims, and granting Contractor sole defense of such claims.

Records Administration and Audit. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall will adequately reflect performance and administration of payments and fees. Once every twelve (12) months with ten (10) business days’ written notice, Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. Any inspector or auditor acting on behalf of the Lead State, Participating Entity, or Purchasing Entity shall comply with the confidentiality terms of this Master Agreement. This right shall will survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Master Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records. The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring that requires the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations. The disclosure of records to Participating States relating to Participating Addenda Confidentiality. Contractor acknowledges that it and Orders placed against the Master Agreement shall be governed by the laws of the Participating State/Participating Entity that placed the Order. Unless prohibited by applicable lawits employees or agents may, in no event will Contractor the course of providing a Product under this Master Agreement, be required exposed to provide Lead State, Participating Entity, or acquire information that is confidential to Purchasing Entity or Purchasing Entity’s clients. Any and all information of any party’s auditor with access to Contractor’s internal Products/Services labor form that is marked as confidential or cost data, would by its nature be deemed confidential obtained by Contractor or data related to its employees or other customers of Contractor unless such data is required to be provided by this Master Agreement or is necessary to confirm Contractor’s compliance with this Master Agreement. Audits shall be performed at agents in the expense of Lead State, Participating Entity, or Purchasing Entity during normal business hours in a manner to minimize disruption to Contractor’s business, and Lead State, Participating Entity, or Purchasing Entity shall promptly provide Contractor with a copy of the results of the audit. Notwithstanding the previous, if the audit results in a finding of Contractor’s material noncompliance with the terms performance of this Master Agreement, a Participating Addendumincluding but not necessarily limited to (1) any Purchasing Entity’s records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity (“Confidential Information”). Any reports or Order, other documents or items (including software) that result from the use of the Confidential Information by Contractor shall reimburse be treated in the auditing party for same manner as the costs Confidential Information. Confidential Information does not include information that (1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Contractor’s possession without the obligation of the audit. General Indemnity. Contractor shall indemnify, defend (nondisclosure prior to the extent permitted by time of its disclosure under this Master Agreement; (4) is obtained from a state’s Attorney General), and hold harmless an Indemnified Party from any third-party claims or causes source other than Purchasing Entity without the obligation of action, including defense costs settlement amounts, court-awarded damagesconfidentiality, (as well as reasonable attorney’s fees and court costs)5) is disclosed with the written consent of Purchasing Entity; or (6) is independently developed by employees, and third- party costs incurred by Indemnified Party at the request agents or subcontractors of Contractor in connection with the defense of the claim, who can be shown to have had no access to the extent arising from Contractor’s willful misconduct or negligence. Contractor’s defense of such claims is subject to Indemnified Party’s prompt notification of Contractor of such claims, cooperation with Contractor in the defense of the claims, and granting Contractor sole defense of such claimsConfidential Information.

Records Administration and Audit. The disclosure of records in Participating States relating to Participating Addenda and orders placed against the Master Agreement shall be governed by the laws of the Participating State and entity who placed the order. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall reasonably and adequately reflect performance and administration of payments and fees. Once every twelve (12) months with ten (10) business days’ written notice, Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. Any inspector or auditor acting on behalf of the Lead State, Participating Entity, or Purchasing Entity shall comply with the confidentiality terms of this Master Agreement. This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder. Audits are limited to nor more than one audit on an annual basis, and in no event shall any audit include the confidential financial information of the Contractor, except to the extent such information is required to verify Contractor’s compliance with this Master Agreement, in which case Contractor may require execution of a non-disclosure agreement prior to granting access to such confidential information. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records. The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations. The disclosure of records to Participating States relating to Participating Addenda and Orders placed against the Master Agreement shall be governed by the laws of the Participating State/Participating Entity that placed the Order. Unless prohibited by applicable law, in no event will Contractor be required to provide Lead State, Participating Entity, or Purchasing Entity or any party’s auditor with access to Contractor’s internal Products/Services labor or cost data, or data related to employees or other customers of Contractor unless such data is required to be provided by this Master Agreement or is necessary to confirm Contractor’s compliance with this Master Agreement. Audits shall be performed at the expense of Lead State, Participating Entity, or Purchasing Entity during normal business hours in a manner to minimize disruption to Contractor’s business, and Lead State, Participating Entity, or Purchasing Entity shall promptly provide Contractor with a copy of the results of the audit. Notwithstanding the previous, if the audit results in a finding of Contractor’s material noncompliance with the terms of this Master Agreement, a Participating Addendum, or Order, Contractor shall reimburse the auditing party for the costs of the audit. General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General), and hold harmless an Indemnified Party from any third-party claims or causes of action, including defense costs settlement amounts, court-awarded damages, (as well as reasonable attorney’s fees and court costs), and third- party costs incurred by Indemnified Party at the request of Contractor in connection with the defense of the claim, to the extent arising from Contractor’s willful misconduct or negligence. Contractor’s defense of such claims is subject to Indemnified Party’s prompt notification of Contractor of such claims, cooperation with Contractor in the defense of the claims, and granting Contractor sole defense of such claims.

Records Administration and Audit. The disclosure of records in Participating States relating to Participating addenda and orders placed against the Master Agreement shall be governed by the laws of the Participating State and entity who placed the order. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Once every twelve (12) months with ten (10) business days’ written notice, Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. Any inspector or auditor acting on behalf of the Lead State, Participating Entity, or Purchasing Entity shall comply with the confidentiality terms of this Master Agreement. This right shall survive for a period of six five (65) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any an overpayments inconsistent with the terms of the Master Agreement or Orders orders or underpayment of fees found as a result of the examination of the Contractor’s records. The rights and obligations herein right exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State Master Agreement Administrator to review compliance with those obligations. The disclosure of records to Records will be retained longer if required by Participating States relating to Participating Addenda and Orders placed against Entity’s law. IBM proposes the Master Agreement shall be governed by following: in the laws second paragraph, third line, insert the words “reasonably and” after the word “shall”; at the end of the Participating State/Participating Entity that placed second paragraph add the Orderfollowing sentences: “Audits are limited to no more than one audit on an annual basis. Unless prohibited by applicable law, in In no event will Contractor be required to provide Lead State, Participating Entity, or Purchasing Entity or shall any party’s auditor with access to Contractor’s internal Products/Services labor or cost data, or data related to employees or other customers of Contractor unless such data is required to be provided by this Master Agreement or is necessary to confirm Contractor’s compliance with this Master Agreement. Audits shall be performed at audit include the expense of Lead State, Participating Entity, or Purchasing Entity during normal business hours in a manner to minimize disruption to Contractor’s business, and Lead State, Participating Entity, or Purchasing Entity shall promptly provide Contractor with a copy confidential financial information of the results of the audit. Notwithstanding the previous, if the audit results in a finding of Contractor’s material noncompliance with the terms of this Master Agreement, a Participating Addendum, or Order, Contractor shall reimburse the auditing party for the costs of the audit. General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General), and hold harmless an Indemnified Party from any third-party claims or causes of action, including defense costs settlement amounts, court-awarded damages, (as well as reasonable attorney’s fees and court costs), and third- party costs incurred by Indemnified Party at the request of Contractor in connection with the defense of the claim, to the extent arising from Contractor’s willful misconduct or negligence. Contractor’s defense of such claims is subject to Indemnified Party’s prompt notification of Contractor of such claims, cooperation with Contractor in the defense of the claims, and granting Contractor sole defense of such claims.”

Records Administration and Audit. a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Once every twelve (12) months with ten (10) business days’ written notice, Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. Any inspector or auditor acting on behalf of the Lead State, Participating Entity, or Purchasing Entity shall comply with the confidentiality terms of this Master Agreement. This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder. . b. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees Administrative Fees found as a result of the examination of the Contractor’s records. . c. The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations. d. The Contractor will be advised thirty (30) days prior written notice of each audit. The disclosure of records parties will work together in good faith to Participating States relating establish an audit process that does not interfere with Contractor’s ability to Participating Addenda and Orders placed against the perform its obligations under this Master Agreement shall be governed by or any other agreement, or compromise any reasonable security processes or procedures. Contractor will provide the laws of auditor with information reasonably required to effect the Participating State/audit, provided however that Contractor reserves the right to impose limitation or require additional assurances from Participating Entity that placed and its auditor as may be necessary to protect the OrderConfidential Information of Contractor. Unless prohibited by applicable law, in In no event will Contractor be required to provide Lead State, Participating Entity, or Purchasing Entity or any party’s its auditor with access to Contractor’s internal Products/Services labor or cost costs and resource utilization data, or data related to employees or other customers of Contractor unless such data is required to be provided by this Master Agreement or is necessary to confirm Contractor’s compliance with this Master Agreement. Audits shall be performed at the expense of Lead State, Participating Entity, or Purchasing Entity during normal business hours in a manner to minimize disruption to Contractor’s business, and Lead State, Participating Entity, or Purchasing Entity shall promptly provide Contractor with a copy of the results of the audit. Notwithstanding the previous, if the audit results in a finding of Contractor’s material noncompliance with the terms of this Master Agreement, a Participating Addendum, or Order, Contractor shall reimburse the auditing party for the costs of the audit. General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General), and hold harmless an Indemnified Party from any third-party claims or causes of action, including defense costs settlement amounts, court-awarded damages, (as well as reasonable attorney’s fees and court costs), and third- party costs incurred by Indemnified Party at the request of Contractor in connection with the defense of the claim, to the extent arising from Contractor’s willful misconduct or negligence. Contractor’s defense of such claims is subject to Indemnified Party’s prompt notification of Contractor of such claims, cooperation with Contractor in the defense of the claims, and granting Contractor sole defense of such claims.

Records Administration and Audit. a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Once every twelve (12) months with ten (10) business days’ written notice, Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. Any inspector or auditor acting on behalf of the Lead State, Participating Entity, or Purchasing Entity shall comply with the confidentiality terms of this Master Agreement. This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder. . b. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders orders or underpayment of fees found as a result of the examination of the Contractor’s records. . c. The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations. . d. The disclosure of records Contractor shall allow the Purchasing Entity to Participating States relating audit conformance to Participating Addenda and Orders placed against the Master Agreement shall and applicable Participating Addendum terms. The purchasing entity may perform this audit or contract with a third party at its discretion and at the purchasing entity’s expense. e. The Contractor will be governed by advised thirty (30) days prior written notice of each audit. The parties will work together in good faith to establish an audit process that does not interfere with Contractor’s ability to perform its obligations under this Master Agreement or any other agreement, or compromise any reasonable security processes or procedures. Contractor will provide the laws of auditor with information reasonably required to effect the Participating State/audit, provided however that Contractor reserves the right to impose limitation or require additional assurances from Participating Entity that placed and its auditor as may be necessary to protect the OrderConfidential Information of Contractor. Unless prohibited by applicable law, in In no event will Contractor be required to provide Lead State, Participating Entity, or Purchasing Entity or any party’s its auditor with access to Contractor’s internal Products/Services labor or cost costs and resource utilization data, or data related to employees or other customers of Contractor unless such data is required to be provided by this Master Agreement or is necessary to confirm Contractor’s compliance with this Master Agreement. Audits shall be performed at the expense of Lead State, Participating Entity, or Purchasing Entity during normal business hours in a manner to minimize disruption to Contractor’s business, and Lead State, Participating Entity, or Purchasing Entity shall promptly provide Contractor with a copy of the results of the audit. Notwithstanding the previous, if the audit results in a finding of Contractor’s material noncompliance with the terms of this Master Agreement, a Participating Addendum, or Order, Contractor shall reimburse the auditing party for the costs of the audit. General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General), and hold harmless an Indemnified Party from any third-party claims or causes of action, including defense costs settlement amounts, court-awarded damages, (as well as reasonable attorney’s fees and court costs), and third- party costs incurred by Indemnified Party at the request of Contractor in connection with the defense of the claim, to the extent arising from Contractor’s willful misconduct or negligence. Contractor’s defense of such claims is subject to Indemnified Party’s prompt notification of Contractor of such claims, cooperation with Contractor in the defense of the claims, and granting Contractor sole defense of such claims.

Records Administration and Audit. a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Once every twelve (12) months with ten (10) business days’ written notice, Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. Any inspector or auditor acting on behalf of the Lead State, Participating Entity, or Purchasing Entity shall comply with the confidentiality terms of this Master Agreement. This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder. Such access will be (i) with at least ten (10) business days advance written notice, during normal business hours (ii) shall not unduly interrupt or interfere with Contractor's normal business operations, and (iii) in the event that such audit is conducted by a third party, such third party shall, prior to conducting such audit, execute a confidentiality agreement for the benefit of Contractor in a form reasonably satisfactory to Contractor. b. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees Administrative ▇▇▇▇ found as a result of the examination of the Contractor’s records. . c. The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations. The disclosure of records to Participating States relating to Participating Addenda and Orders placed against the Master Agreement shall be governed by the laws of the Participating State/Participating Entity that placed the Order. Unless prohibited by applicable law, in no event will Contractor be required to provide Lead State, Participating Entity, or Purchasing Entity or any party’s auditor with access to Contractor’s internal Products/Services labor or cost data, or data related to employees or other customers of Contractor unless such data is required to be provided by this Master Agreement or is necessary to confirm Contractor’s compliance with this Master Agreement. Audits shall be performed at the expense of Lead State, Participating Entity, or Purchasing Entity during normal business hours in a manner to minimize disruption to Contractor’s business, and Lead State, Participating Entity, or Purchasing Entity shall promptly provide Contractor with a copy of the results of the audit. Notwithstanding the previous, if the audit results in a finding of Contractor’s material noncompliance with the terms of this Master Agreement, a Participating Addendum, or Order, Contractor shall reimburse the auditing party for the costs of the audit. General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General), and hold harmless an Indemnified Party from any third-party claims or causes of action, including defense costs settlement amounts, court-awarded damages, (as well as reasonable attorney’s fees and court costs), and third- party costs incurred by Indemnified Party at the request of Contractor in connection with the defense of the claim, to the extent arising from Contractor’s willful misconduct or negligence. Contractor’s defense of such claims is subject to Indemnified Party’s prompt notification of Contractor of such claims, cooperation with Contractor in the defense of the claims, and granting Contractor sole defense of such claims.

Records Administration and Audit. 14.1.1 The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall will adequately reflect performance and administration of payments and fees. Once every twelve (12) months with ten (10) business days’ written notice, Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. Any inspector or auditor acting on behalf of the Lead State, Participating Entity, or Purchasing Entity shall comply with the confidentiality terms of this Master Agreement. This right shall will survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Master Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder. . 14.1.2 Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records. . 14.1.3 The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring that requires the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations. . 14.1.4 The disclosure of records to in Participating States relating to Participating Addenda and Orders placed against the Master Agreement shall be governed by the laws of the Participating State/Participating Entity that placed the Order. Unless prohibited Records will be retained longer if required by applicable Participating Entity’s law. 14.1.5 Contractor will be advised with reasonable prior written notice of each audit. The parties will work together in good faith to establish an audit process that does not interfere with Contractor’s ability to perform its obligations under this Master Agreement or any other agreement, or compromise any reasonable security processes or procedures. Contractor will provide the auditor with information reasonably required to affect the audit, provided however that Contractor reserves the right to impose limitation or require additional assurances from Participating Entity and its auditor as may be necessary to protect the Confidential Information of Contractor to the extent such limitations and assurances are not in conflict with Participating Entity’s governing laws. In no event will Contractor be required to provide Lead State, Participating Entity, or Purchasing Entity or any party’s its auditor with access to Contractor’s internal Products/Services labor or and cost data, or data related to employees or other customers of Contractor unless such data is required to be provided by this Master Agreement or is necessary to confirm Contractor’s compliance with this Master Agreement. Audits shall be performed at the expense of Lead State, Participating Entity, or Purchasing Entity during normal business hours in a manner to minimize disruption to Contractor’s business, and Lead State, Participating Entity, or Purchasing Entity shall promptly provide Contractor with a copy of the results of the audit. Notwithstanding the previous, if the audit results in a finding of Contractor’s material noncompliance with the terms of this Master Agreement, a Participating Addendum, or Order, Contractor shall reimburse the auditing party for the costs of the audit. General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a stateit is not in conflict with Participating Entity’s Attorney General), and hold harmless an Indemnified Party from any third-party claims or causes of action, including defense costs settlement amounts, court-awarded damages, (as well as reasonable attorney’s fees and court costs), and third- party costs incurred by Indemnified Party at the request of Contractor in connection with the defense of the claim, to the extent arising from Contractor’s willful misconduct or negligence. Contractor’s defense of such claims is subject to Indemnified Party’s prompt notification of Contractor of such claims, cooperation with Contractor in the defense of the claims, and granting Contractor sole defense of such claimsgoverning law.