Common use of RECORDS, AUDIT ACCESS AND OPEN BOOK DATA Clause in Contracts

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. The Supplier shall keep and maintain for seven (7) years after the Contract Expiry Date or Termination Date, whichever is the earlier, full and accurate records and accounts of the operation of this Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2. The Supplier shall: 12.2.1 keep the records and accounts referred to in Clause 12.1 in accordance with Good Industry Practice and Law; and 12.2.2 afford any Auditor access to the records and accounts referred to in Clause 12.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier’s published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Contract Period and the period specified in Clause 12.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Contract including in order to: (a) verify the accuracy of the Contract Charges and any other amounts payable by the Customer under this Contract (and proposed or actual variations to them in accordance with this Contract); (b) verify the costs of the Supplier (including the costs of all Sub Contractors and any third party Supplier’s) in connection with the provision of the Services; (c) verify the Open Book Data; (d) verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; (e) identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) identify or investigate any circumstances which may impact upon the financial stability of the Supplier, and/or any Sub-Contractors or their ability to perform the Services; (g) obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; (i) carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; (j) enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; (k) verify the accuracy and completeness of any information delivered or required by this Contract; (l) review the Supplier’s quality management systems (including any quality manuals and procedures); (m) review the Supplier’s compliance with the Standards; (n) inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or (o) review the integrity, confidentiality and security of the Customer Data. 12.3. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: 12.4.1 all reasonable information requested by the Customer within the scope of the audit; 12.4.2 reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and 12.4.3 access to the Supplier Personnel. 12.5. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 12, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. The Supplier shall keep and maintain for seven (7) years after the Contract Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties), full and accurate records and accounts of the operation of this Legal Services Contract including the Ordered Panel Services provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2. The Supplier shall: 12.2.1 : keep the records and accounts referred to in Clause 12.1 3.9 in accordance with Good Industry Practice and Law; and 12.2.2 and afford any Auditor access to the records and accounts referred to in Clause 12.1 3.9 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier’s 's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Contract Period Term and the period specified in Clause 12.13.9, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Legal Services Contract including in order to: (a) : verify the accuracy of the Contract Charges and any other amounts payable by the Customer under this Legal Services Contract (and proposed or actual variations to them in accordance with this Legal Services Contract); (b) ; verify the costs of the Supplier (including the costs of all Sub Sub-Contractors and any third party Supplier’ssuppliers) in connection with the provision of the Ordered Panel Services; (c) ; verify the Open Book Data; (d) ; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; (e) ; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) ; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; (g) Ordered Services obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) ; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Legal Services Contract; (i) ; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; (j) ; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; (k) ; verify the accuracy and completeness of any information delivered or required by this Legal Services Contract; (l) ; review the Supplier’s quality management systems (including any quality manuals and procedures); (m) ; review the Supplier’s compliance with the Standards; (n) ; inspect the Customer Assetsassets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets assets are secure and that any register of assets is up to date; and/or (o) and/or review the integrity, confidentiality and security of the Customer Data. 12.3. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Ordered Panel Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: 12.4.1 : all reasonable information requested by the Customer within the scope of the audit; 12.4.2 ; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Ordered Panel Services; and 12.4.3 and access to the Supplier Personnel. 12.5. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 12in respect of records, audit access and open book data, unless the audit reveals a Default breach by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.. Variation and Extension The Customer may request:

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. The Supplier shall keep and maintain for seven (7) years after the Contract Expiry Date or Termination Date, whichever is the earlier, full and accurate records and accounts of the operation of this Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2. The Supplier shall: 12.2.1 keep the records and accounts referred to in Clause 12.1 in accordance with Good Industry Practice and Law; and 12.2.2 afford any Auditor access to the records and accounts referred to in Clause 12.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier’s published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Contract Period and the period specified in Clause 12.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Sub- Contractors of any of the Supplier’s obligations under this Contract including in order to: (a) verify the accuracy of the Contract Charges and any other amounts payable by the Customer under this Contract (and proposed or actual variations to them in accordance with this Contract); (b) verify the costs of the Supplier (including the costs of all Sub Contractors and any third party Supplier’s) in connection with the provision of the Services; (c) verify the Open Book Data; (d) verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; (e) identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) identify or investigate any circumstances which may impact upon the financial stability of the Supplier, and/or any Sub-Contractors or their ability to perform the Services; (g) obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; (i) carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; (j) enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; (k) verify the accuracy and completeness of any information delivered or required by this Contract; (l) review the Supplier’s quality management systems (including any quality manuals and procedures); (m) review the Supplier’s compliance with the Standards; (n) inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or (o) review the integrity, confidentiality and security of the Customer Data. 12.3. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: 12.4.1 all reasonable information requested by the Customer within the scope of the audit; 12.4.2 reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and 12.4.3 access to the Supplier Personnel. 12.5. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 12, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. The Supplier shall keep and maintain for seven (7) years after the Contract Call Off Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2. The Supplier shall: 12.2.1 : keep the records and accounts referred to in Clause 12.1 21.1 in accordance with Good Industry Practice and Law; and 12.2.2 and afford any Auditor access to the records and accounts referred to in Clause 12.1 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier’s 's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 12.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including in order for the following purposes to: (a) : verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer Contracting Authority under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); (b) ; verify the costs of the Supplier (including the costs of all Sub Sub-Contractors and any third party Supplier’ssuppliers) in connection with the provision of the Services; (c) ; verify the Open Book Data; (d) ; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; (e) ; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer Contracting Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) ; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; (g) ; obtain such information as is necessary to fulfil the Customer’s Contracting Authority obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) ; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; (i) ; carry out the Customer’s Contracting Authority internal and statutory audits and to prepare, examine and/or certify the Customer's Contracting Authority annual and interim reports and accounts; (j) ; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer Contracting Authority has used its resources; ; review any Performance Monitoring Reports provided under Annex 1 Part B of Call Off Schedule 6 (kService Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; (l) ; review the Supplier’s quality management systems (including any quality manuals and procedures); (m) ; review the Supplier’s compliance with the Standards; (n) ; inspect the Customer Contracting Authority Assets, including the Customer's Contracting Authority IPRs, equipment and facilities, for the purposes of ensuring that the Customer Contracting Authority Assets are secure and that any register of assets is up to date; and/or (o) and/or review the integrity, confidentiality and security of the Customer Contracting Authority Data. 12.3. The Customer Contracting Authority shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: 12.4.1 : all reasonable information requested by the Customer Contracting Authority within the scope of the audit; 12.4.2 ; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and 12.4.3 and access to the Supplier Personnel. 12.5. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1221, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer Contracting Authority for the Customer's Contracting Authority reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. The Supplier shall keep and maintain for maintain, until the later of: seven (7) years after the date of termination or expiry of this Call Off Contract Expiry Date to expire or Termination Date, whichever is terminate; or such other date as may be agreed between the earlierParties, full and accurate records and accounts of the operation of this Contract including Call Off Contract, the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2Contracting Authority. The Supplier shall: 12.2.1 shall keep the records and accounts referred to in Clause 12.1 21.1 in accordance with Good Industry Practice and Law; and 12.2.2 . The Supplier shall afford any Auditor access to the records and accounts referred to in Clause 12.1 21.1 at the Supplier’s premises and/or and provide such records and accounts (including copies of the Supplier’s published accounts) or copies of the same, as may be required by and agreed with any of the Auditors from time to time during the Contract Period and the period specified in Clause 12.1time, in order that the Auditor(s) Auditor may carry out an inspection to assess compliance by the Supplier and/or and its Key Sub-Contractors of any of the Supplier’s obligations under this Contract Call Off Contract, including in order to: (a) : verify the accuracy of the Contract Charges and any other amounts payable by the Customer a Contracting Contracting Authority under this Contract a Call Off Agreement (and including proposed or actual variations to them in accordance with this ContractFramework Agreement); (b) ; verify the costs of the Supplier (including the costs of all Sub Key Sub-Contractors and any third party Supplier’s) in connection with the provision of the Services; (c) ; verify the Open Book Data; (d) ; verify the Supplier’s and each Key Sub-Contractor’s compliance with the applicable Law; (e) ; identify or investigate an actual or suspected Prohibited ActActs, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer Contracting Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) ; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, and/or Supplier and any Key Sub-Contractors or their ability to perform the Services; (g) ; obtain such information as is necessary to fulfil the CustomerContracting Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) ; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; (i) Framework Agreement; carry out the CustomerContracting Authority’s internal and statutory audits and to prepare, examine and/or certify the CustomerContracting Authority's annual and interim reports and accounts; (j) ; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer Contracting Authority has used its resources; (k) ; verify the accuracy and completeness of any information Management Information delivered or required by this Contract; (l) Framework Agreement; review the Supplier’s quality management systems (including any quality manuals MI Reports and procedures); (m) review the Supplier’s compliance with the Standards; (n) inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or (o) review the integrity, confidentiality and security of the Customer Data. 12.3. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4. Subject other records relating to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: 12.4.1 all reasonable information requested by the Customer within the scope performance of the audit; 12.4.2 reasonable access to sites controlled by the Supplier Services and to any Supplier Equipment used in verify that these reflect the provision of the ServicesSupplier’s own internal reports and records; and 12.4.3 access to the Supplier Personnel. 12.5. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 12, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. ‌ 12.1. The Supplier shall keep and maintain for seven (7) years after the Contract Expiry Date or Termination Date, whichever is the earlier, full and accurate records and accounts of the operation of this Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2. The Supplier shall: 12.2.1 keep the records and accounts referred to in Clause 12.1 in accordance with Good Industry Practice and Law; and 12.2.2 afford any Auditor access to the records and accounts referred to in Clause 12.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier’s published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Contract Period and the period specified in Clause 12.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Contract including in order to: (a) verify the accuracy of the Contract Charges and any other amounts payable by the Customer under this Contract (and proposed or actual variations to them in accordance with this Contract); (b) verify the costs of the Supplier (including the costs of all Sub Contractors and any third party Supplier’s) in connection with the provision of the Services; (c) verify the Open Book Data; (d) verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; (e) identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) identify or investigate any circumstances which may impact upon the financial stability of the Supplier, and/or any Sub-Contractors or their ability to perform the Services; (g) obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; (i) carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; (j) enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; (k) verify the accuracy and completeness of any information delivered or required by this Contract; (l) review the Supplier’s quality management systems (including any quality manuals and procedures); (m) review the Supplier’s compliance with the Standards; (n) inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or (o) review the integrity, confidentiality and security of the Customer Data. 12.3. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: 12.4.1 all reasonable information requested by the Customer within the scope of the audit; 12.4.2 reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and 12.4.3 access to the Supplier Personnel. 12.5. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 12, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. 12.1 The Supplier shall keep and maintain for seven (7) years after the Contract Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties or required by the in force ESFA rules), full and accurate records and accounts of the operation of this Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2. 12.2 The Supplier shall: 12.2.1 a) keep the records and accounts referred to in Clause 12.1 in accordance with Good Industry Practice and Law; and 12.2.2 b) afford any Auditor access to the records and accounts referred to in Clause 12.1 at the Supplier’s Suppliers premises and/or provide records and accounts (including copies of the Supplier’s Suppliers published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Contract Period and the period specified in Clause 12.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors Subcontractors of any of the Supplier’s Suppliers obligations under this Contract including in order to: (a) verify the accuracy of the Contract Charges and any other amounts payable by the Customer under this Contract (and proposed or actual variations to them in accordance with this Contract); (b) verify the costs of the Supplier (including the costs of all Sub Contractors and any third party Supplier’ssuppliers) in connection with the provision of the Goods and/or Services; (c) verify the Open Book Data; (d) verify the Supplier’s Suppliers and each Sub-Sub- Contractor’s compliance with the applicable Law; (e) identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) identify or investigate any circumstances which may impact upon the financial stability of the Supplier, and/or any Sub-Contractors or their ability to perform the Goods and/or Services; (g) obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; (i) carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; (j) enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; (k) verify the accuracy and completeness of any information delivered or required by this Contract; (l) review the Supplier’s Suppliers quality management systems (including any quality manuals and procedures); (m) review the Supplier’s Suppliers compliance with the Standards; (n) inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or (o) review the integrity, confidentiality and security of the Customer Data. 12.3. 12.3 The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4. 12.4 Subject to the Supplier’s Suppliers rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation cooperation and assistance in: 12.4.1 a) all reasonable information requested by the Customer within the scope of the audit; 12.4.2 b) reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and 12.4.3 c) access to the Supplier Personnel. 12.5. 12.5 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 12, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. 21.1 The Supplier shall keep and maintain for seven (7) years after the Contract Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties), full and accurate records and accounts of the operation of this Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2. 21.2 The Supplier shall: 12.2.1 21.2.1 keep the records and accounts referred to in Clause 12.1 21.1 in accordance with Good Industry Practice and Law; and 12.2.2 21.2.2 afford any Auditor access to the records and accounts referred to in Clause 12.1 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier’s published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Contract Period and the period specified in Clause 12.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Contract including in order to: (a) verify the accuracy of the Contract Charges and any other amounts payable by the Customer under this Contract (and proposed or actual variations to them in accordance with this Contract); (b) verify the costs of the Supplier (including the costs of all Sub Sub-Contractors and any third party Supplier’ssuppliers) in connection with the provision of the Goods and/or Services; (c) verify the Open Book Data; (d) verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; (e) identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the DPS Guarantor and/or the Contract Guarantor and/or any Sub-Sub- Contractors or their ability to perform the Goods and/or Services; (g) obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller Controller and Auditor General; (h) review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; (i) carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; (j) enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; (k) review any Performance Monitoring Reports provided under Part B of Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; (l) verify the accuracy and completeness of any information delivered or required by this Contract; (lm) inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); (n) review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; (o) review the Supplier’s quality management systems (including any quality manuals and procedures); (mp) review the Supplier’s compliance with the Standards; (nq) inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or (or) review the integrity, confidentiality and security of the Customer Data. 12.3. 21.3 The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4. 21.4 Subject to the Supplier’s 's rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-co- operation and assistance in: 12.4.1 21.4.1 all reasonable information requested by the Customer within the scope of the audit; 12.4.2 21.4.2 reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and 12.4.3 21.4.3 access to the Supplier Personnel. 12.5. 21.5 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1221, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. 21.1 The Supplier shall keep and maintain for seven (7) years after the Contract Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties), full and accurate records and accounts of the operation of this Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the CustomerAuthority. 12.2. 21.2 The Supplier shall: 12.2.1 21.2.1 keep the records and accounts referred to in Clause 12.1 21.1 in accordance with Good Industry Practice and Law; and 12.2.2 21.2.2 afford any Auditor access to the records and accounts referred to in Clause 12.1 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier’s 's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Contract Period and the period specified in Clause 12.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Sub- Contractors of any of the Supplier’s obligations under this Contract including in order for the following purposes to: (a) verify the accuracy of the Contract Charges and any other amounts payable by the Customer Authority under this Contract (and proposed or actual variations to them in accordance with this Contract); (b) verify the costs of the Supplier (including the costs of all Sub Sub- Contractors and any third party Supplier’ssuppliers) in connection with the provision of the Services; (c) verify the Open Book Data; (d) verify the Supplier’s and each Sub-Sub- Contractor’s compliance with the applicable Law; (e) identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier and/or the Guarantor and/or any Sub-Contractors or their ability to perform the Services; (g) obtain such information as is necessary to fulfil the CustomerAuthority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; (i) carry out the CustomerAuthority’s internal and statutory audits and to prepare, examine and/or certify the CustomerAuthority's annual and interim reports and accounts; (j) enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 Law of the economy, efficiency and effectiveness with which the Customer Authority has used its resources; (k) review any Performance Monitoring Reports provided under Part B of Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; (l) verify the accuracy and completeness of any information delivered or required by this Contract; (lm) review the Supplier’s quality management systems (including any quality manuals and procedures); (mn) review the Supplier’s compliance with the Standards; (no) inspect the Customer Authority Assets, including the CustomerAuthority's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Authority Assets are secure and that any register of assets is up to date; and/or (op) review the integrity, confidentiality and security of the Customer Authority Data. 12.3. 21.3 The Customer Authority shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the CustomerAuthority. 12.4. 21.4 Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: 12.4.1 21.4.1 all reasonable information requested by the Customer Authority within the scope of the audit; 12.4.2 21.4.2 reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and 12.4.3 21.4.3 access to the Supplier Personnel. 12.5. 21.5 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1221, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer Authority for the CustomerAuthority's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. The Supplier shall keep and maintain for seven (7) years after the Contract Call Off Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2. The Supplier shall: 12.2.1 : keep the records and accounts referred to in Clause 12.1 21.1 in accordance with Good Industry Practice and Law; and 12.2.2 and afford any Auditor access to the records and accounts referred to in Clause 12.1 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier’s 's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 12.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract including in order to: (a) : verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); (b) ; verify the costs of the Supplier (including the costs of all Sub Sub- Contractors and any third party Supplier’ssuppliers) in connection with the provision of the Goods and/or Services; (c) ; verify the Open Book Data; (d) ; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; (e) ; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) ; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; (g) ; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) ; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; (i) ; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; (j) ; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; ; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (kService Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; (l) ; review the Supplier’s quality management systems (including any quality manuals and procedures); (m) ; review the Supplier’s compliance with the Standards; (n) ; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or (o) and/or review the integrity, confidentiality and security of the Customer Data. 12.3. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: 12.4.1 : all reasonable information requested by the Customer within the scope of the audit; 12.4.2 ; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and 12.4.3 and access to the Supplier Personnel. 12.5. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1221, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. 21.1 The Supplier shall keep and maintain for seven (7) years after the Contract Call Off Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2. 21.2 The Supplier shall: 12.2.1 21.2.1 keep the records and accounts referred to in Clause 12.1 21.1 in accordance with Good Industry Practice and Law; and 12.2.2 21.2.2 afford any Auditor access to the records and accounts referred to in Clause 12.1 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier’s 's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 12.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract including in order to: (a) verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); (b) verify the costs of the Supplier (including the costs of all Sub Sub- Contractors and any third party Supplier’ssuppliers) in connection with the provision of the Services; (c) verify the Open Book Data; (d) verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; (e) identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; (g) obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; (i) carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; (j) enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; (k) review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; (l) verify the accuracy and completeness of any information delivered or required by this Call Off Contract; (lm) review the Supplier’s quality management systems (including any quality manuals and procedures); (mn) review the Supplier’s compliance with the Standards; (no) inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or (op) review the integrity, confidentiality and security of the Customer Data. 12.3. 21.3 The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4. 21.4 Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: 12.4.1 21.4.1 all reasonable information requested by the Customer within the scope of the audit; 12.4.2 21.4.2 reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and 12.4.3 21.4.3 access to the Supplier Personnel. 12.5. 21.5 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1221, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. 5.1 The Supplier shall keep and maintain for seven (7) years after the liability period stated in the Contract Expiry Date or Termination Date, whichever is the earlier, Particulars full and accurate records and accounts of the operation of this Contract agreement including the Services provided under it, any Subsub-Contracts contracts and the amounts paid by the CustomerContracting Authority. 12.2. 5.2 The Supplier shall: 12.2.1 (a) keep the records and accounts referred to in Clause 12.1 5.1 in accordance with Good Industry Practice Required Standard and Law; and 12.2.2 (b) afford any Auditor access to the records and accounts referred to in Clause 12.1 5.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier’s published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the liability period specified stated in Clause 12.1, the Contract Particulars in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors sub contracts of any of the Supplier’s obligations under this Contract agreement including in order to: (ai) verify the accuracy of the Contract Charges Fee and any other amounts payable by the Customer Contracting Authority under this Contract agreement (and proposed or actual variations to them in accordance with this Contractagreement); (bii) verify the costs of the Supplier (including the costs of all Sub Contractors sub-contractors and any third party Supplier’ssuppliers) in connection with the provision of the Services; (c) verify the Open Book Data; (d) verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; (eiii) identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer Contracting Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) identify or investigate any circumstances which may impact upon the financial stability of the Supplier, and/or any Sub-Contractors or their ability to perform the Services; (giv) obtain such information as is necessary to fulfil the CustomerContracting Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; (i) carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; (jv) enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer Contracting Authority has used its resources; (kc) verify the accuracy and completeness of any information delivered or required by this Contract; (l) review the Supplier’s quality management systems (including any quality manuals and procedures); (m) review the Supplier’s compliance with the Standards; (n) inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or (o) review the integrity, confidentiality and security of the Customer Data. 12.3. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: 12.4.1 (i) all reasonable information requested by the Customer Contracting Authority within the scope of the audit; 12.4.2 (ii) reasonable access to sites controlled by the Supplier and to any Supplier Equipment equipment used in the provision of the Services; and 12.4.3 (iii) access to the Supplier Personnel. 12.5. (d) The Parties parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 125, unless the audit reveals a Default default by the Supplier in which case the Supplier shall reimburse the Customer Contracting Authority for the Customer's Contracting Authority’s reasonable costs incurred in relation to the audit. (e) This Clause does not constitute a requirement or agreement for the purposes of section 6(3)(d) of the National Audit Act 1983 for the examination, certification or inspection of the accounts of the Supplier and the carrying out of an examination under Section 6(3)(d) of the National Audit Act 1983 in relation to the Supplier is not a function exercisable under this agreement.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. The Supplier shall keep and maintain for seven (7) years after the Contract Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties), full and accurate records and accounts of the operation of this Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2Authority. The Supplier shall: comply with Government’s policy on Open Book Contract Management ▇▇▇▇▇: 12.2.1 //▇▇▇.▇▇▇.▇▇/government/uploads/system/uploads/attachment_data/file/525283/obcm_guidance_final.pdf and all relevant instructions of the Authority, including any future request for a Variation by the Authority in order to fully implement the said policy in this Contract; keep the records and accounts referred to in Clause 12.1 15.1 in accordance with Good Industry Practice and Law; and 12.2.2 and afford any Auditor access to the records and accounts referred to in Clause 12.1 15.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier’s 's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Contract Period and the period specified in Clause 12.115.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Contract including in order for the following purposes to: (a) : verify the accuracy of the Contract Charges and any other amounts payable by the Customer Authority under this Contract (and proposed or actual variations to them in accordance with this Contract); (b) ; verify compliance with the Target Performance Levels; verify the costs of the Supplier (including the costs of all Sub Sub-Contractors and any third party Supplier’ssuppliers) in connection with the provision of the Services; (c) ; verify the Open Book Data; (d) ; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; (e) ; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) ; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier and/or the Guarantor and/or any Sub-Contractors or their ability to perform the Services; (g) ; obtain such information as is necessary to fulfil the CustomerAuthority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) ; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; (i) ; carry out the CustomerAuthority’s internal and statutory audits and to prepare, examine and/or certify the CustomerAuthority's annual and interim reports and accounts; (j) ; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer Authority has used its resources; ; review any reports provided under Schedule 3 (kGovernance) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Contract; (l) ; review the Supplier’s quality management systems (including any quality manuals and procedures); ; review performance monitoring reports (mincluding but not limited to any reports specified in Part B of Schedule 6 (Performance Measurement and Monitoring) and Schedule 3 (Governance)) and all other matrices, records and other information submitted and/or maintained by the Supplier in connection with its performance monitoring and measuring obligations under this Contract; review the Supplier’s compliance with the Standards; (n) ; inspect the Customer Authority Assets, including the CustomerAuthority's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Authority Assets are secure and that any register of assets is up to date; and/or (o) and/or review the integrity, confidentiality and security of the Customer Authority Data. 12.3. The Customer Authority shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4Authority. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: 12.4.1 : all reasonable information requested by the Customer Authority within the scope of the audit; 12.4.2 ; reasonable access to sites Sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and 12.4.3 and access to the Supplier Personnel. 12.5. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1215, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer Authority for the CustomerAuthority's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. 12.1 The Supplier shall keep and maintain for seven (7) years after the Contract Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties or required by the in force ESFA rules), full and accurate records and accounts of the operation of this Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2. 12.2 The Supplier shall: 12.2.1 a) keep the records and accounts referred to in Clause 12.1 in accordance with Good Industry Practice and Law; and 12.2.2 b) afford any Auditor access to the records and accounts referred to in Clause 12.1 at the Supplier’s Suppliers premises and/or provide records and accounts (including copies of the Supplier’s Suppliers published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Contract Period and the period specified in Clause 12.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s Suppliers obligations under this Contract including in order to: (a) verify the accuracy of the Contract Charges and any other amounts payable by the Customer under this Contract (and proposed or actual variations to them in accordance with this Contract); (b) verify the costs of the Supplier (including the costs of all Sub Contractors and any third party Supplier’ssuppliers) in connection with the provision of the Goods and/or Services; (c) verify the Open Book Data; (d) verify the Supplier’s Suppliers and each Sub-Contractor’s compliance with the applicable Law; (e) identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) identify or investigate any circumstances which may impact upon the financial stability of the Supplier, and/or any Sub-Contractors or their ability to perform the Goods and/or Services; (g) obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; (i) carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; (j) enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; (k) verify the accuracy and completeness of any information delivered or required by this Contract; (l) review the Supplier’s Suppliers quality management systems (including any quality manuals and procedures); (m) review the Supplier’s Suppliers compliance with the Standards; (n) inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or (o) review the integrity, confidentiality and security of the Customer Data. 12.3. 12.3 The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4. 12.4 Subject to the Supplier’s Suppliers rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-co- operation and assistance in: 12.4.1 a) all reasonable information requested by the Customer within the scope of the audit; 12.4.2 b) reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and 12.4.3 c) access to the Supplier Personnel. 12.5. 12.5 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 12, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. 5.1 The Supplier shall keep and maintain for seven (7) years after the liability period stated in the Contract Expiry Date or Termination Date, whichever is the earlier, Particulars full and accurate records and accounts of the operation of this Contract agreement including the Services provided under it, any Subsub-Contracts contracts and the amounts paid by the CustomerContracting Authority. 12.2. 5.2 The Supplier shall: 12.2.1 (a) keep the records and accounts referred to in Clause 12.1 5.1 in accordance with Good Industry Practice Required Standard and Law; and 12.2.2 (b) afford any Auditor access to the records and accounts referred to in Clause 12.1 5.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier’s published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the liability period specified stated in Clause 12.1, the Contract Particulars in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors sub contracts of any of the Supplier’s obligations under this Contract agreement including in order to: (ai) verify the accuracy of the Contract Charges Fee and any other amounts payable by the Customer Contracting Authority under this Contract agreement (and proposed or actual variations to them in accordance with this Contractagreement); (bii) verify the costs of the Supplier (including the costs of all Sub Contractors sub- contractors and any third party Supplier’ssuppliers) in connection with the provision of the Services; (c) verify the Open Book Data; (d) verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; (eiii) identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer Contracting Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) identify or investigate any circumstances which may impact upon the financial stability of the Supplier, and/or any Sub-Contractors or their ability to perform the Services; (giv) obtain such information as is necessary to fulfil the CustomerContracting Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; (i) carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; (jv) enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer Contracting Authority has used its resources; (kc) verify the accuracy and completeness of any information delivered or required by this Contract; (l) review the Supplier’s quality management systems (including any quality manuals and procedures); (m) review the Supplier’s compliance with the Standards; (n) inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or (o) review the integrity, confidentiality and security of the Customer Data. 12.3. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-co- operation and assistance in: 12.4.1 (i) all reasonable information requested by the Customer Contracting Authority within the scope of the audit; 12.4.2 (ii) reasonable access to sites controlled by the Supplier and to any Supplier Equipment equipment used in the provision of the Services; and 12.4.3 (iii) access to the Supplier Personnel. 12.5. (d) The Parties parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 125, unless the audit reveals a Default default by the Supplier in which case the Supplier shall reimburse the Customer Contracting Authority for the Customer's Contracting Authority’s reasonable costs incurred in relation to the audit. (e) This Clause does not constitute a requirement or agreement for the purposes of section 6(3)(d) of the National Audit Act 1983 for the examination, certification or inspection of the accounts of the Supplier and the carrying out of an examination under Section 6(3)(d) of the National Audit Act 1983 in relation to the Supplier is not a function exercisable under this agreement.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. 9.1 The Supplier shall keep and maintain for seven (7) years after the Contract Call Off Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties), full and accurate records and accounts of the operation of this Call Off Contract including the Services Goods provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2. 9.2 The Supplier shall: 12.2.1 9.2.1 keep the records and accounts referred to in Clause 12.1 9.1 in accordance with Good Industry Practice and Law; and 12.2.2 9.2.2 afford any Auditor access to the records and accounts referred to in Clause 12.1 9.1 at the Supplier’s premises and/or provide copies of such records and accounts (including copies of the Supplier’s 's published accounts) or copies of the same), as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 12.19.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including in order tofor the following purposes: (a) to verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Contract)including any sums payable under the Financed Purchase Agreement; (b) to verify the costs of the Supplier (including the costs of all Sub Contractors and any third party Supplier’sSub- Contractors) in connection with the provision of the ServicesGoods; (c) to verify the Open Book Data; (d) to verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; (e) to identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) to identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Sub- Contractors or their ability to perform supply the ServicesGoods; (g) to obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) to review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; (i) to carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; (j) to enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; (k) to verify the accuracy and completeness of any information delivered or required by this Call Off Contract; (l) review the Supplier’s quality management systems (including any quality manuals and procedures); (m) to review the Supplier’s compliance with the Standards; (nm) inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or (o) review the integrity, confidentiality and security of the Customer Data. 12.3. 9.3 The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services Goods save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4. Subject to the Supplier’s rights in respect of Confidential Information, the 9.4 The Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: 12.4.1 9.4.1 all reasonable information requested by the Customer within the scope of the audit; 12.4.2 9.4.2 reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the ServicesGoods; and 12.4.3 access to the Supplier Personnel. 12.5. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 12, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. 12.1 The Supplier shall keep and maintain for seven (7) years after the Contract Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties or required by the in force ESFA rules), full and accurate records and accounts of the operation of this Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2. 12.2 The Supplier shall: 12.2.1 a) keep the records and accounts referred to in Clause 12.1 in accordance with Good Industry Practice and Law; and 12.2.2 b) afford any Auditor access to the records and accounts referred to in Clause 12.1 at the Supplier’s Suppliers premises and/or provide records and accounts (including copies of the Supplier’s Suppliers published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Contract Period and the period specified in Clause 12.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s Suppliers obligations under this Contract including in order to: (a) verify the accuracy of the Contract Charges and any other amounts payable by the Customer under this Contract (and proposed or actual variations to them in accordance with this Contract); (b) verify the costs of the Supplier (including the costs of all Sub Contractors and any third party Supplier’ssuppliers) in connection with the provision of the Goods and/or Services; (c) verify the Open Book Data; (d) verify the Supplier’s Suppliers and each Sub-Sub- Contractor’s compliance with the applicable Law; (e) identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) identify or investigate any circumstances which may impact upon the financial stability of the Supplier, and/or any Sub-Contractors or their ability to perform the Goods and/or Services; (g) obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; (i) carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; (j) enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; (k) verify the accuracy and completeness of any information delivered or required by this Contract; (l) review the Supplier’s Suppliers quality management systems (including any quality manuals and procedures); (m) review the Supplier’s Suppliers compliance with the Standards; (n) inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or (o) review the integrity, confidentiality and security of the Customer Data. 12.3. 12.3 The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4. 12.4 Subject to the Supplier’s Suppliers rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation cooperation and assistance in: 12.4.1 a) all reasonable information requested by the Customer within the scope of the audit; 12.4.2 b) reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and 12.4.3 c) access to the Supplier Personnel. 12.5. 12.5 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 12, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. The Supplier shall keep and maintain for seven (7) years after the Contract Call Off Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties), full and accurate records and accounts of the operation of this Call Off Contract including the Services Goods provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2. The Supplier shall: 12.2.1 : keep the records and accounts referred to in Clause 12.1 9.1 in accordance with Good Industry Practice and Law; and 12.2.2 and afford any Auditor access to the records and accounts referred to in Clause 12.1 9.1 at the Supplier’s premises and/or provide copies of such records and accounts (including copies of the Supplier’s 's published accounts) or copies of the same), as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 12.19.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including in order to: (a) for the following purposes: to verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations including any sums payable under the Financed Purchase Agreement; to them in accordance with this Contract); (b) verify the costs of the Supplier (including the costs of all Sub Contractors and any third party Supplier’sSub-Contractors) in connection with the provision of the Services; (c) Goods; to verify the Open Book Data; (d) ; to verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; (e) ; to identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) ; to identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform supply the Services; (g) Goods; to obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) ; to review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; (i) ; to carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; (j) ; to enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; (k) ; to verify the accuracy and completeness of any information delivered or required by this Call Off Contract; (l) review the Supplier’s quality management systems (including any quality manuals and procedures); (m) ; to review the Supplier’s compliance with the Standards; (n) inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up ; to date; and/or (o) review the integrity, confidentiality and security of the Customer Data. 12.3. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services Goods save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4. Subject to the Supplier’s rights in respect of Confidential Information, the The Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: 12.4.1 : all reasonable information requested by the Customer within the scope of the audit; 12.4.2 ; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the ServicesGoods; and 12.4.3 and access to the Supplier Personnel. 12.5. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 129, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. 15.1 The Supplier shall keep and maintain for seven (7) years after the Contract Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties), full and accurate records and accounts of the operation of this Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the CustomerAuthority. 12.2. 15.2 The Supplier shall:: DH CRNCC Contract (Contract Terms) 12.2.1 15.2.1 keep the records and accounts referred to in Clause 12.1 15.1 in accordance with Good Industry Practice and Law; and 12.2.2 15.2.2 afford any Auditor access to the records and accounts referred to in Clause 12.1 15.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier’s 's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Contract Period and the period specified in Clause 12.115.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Contract including in order for the following purposes to: (a) verify the accuracy of the Contract Charges and any other amounts payable by the Customer Authority under this Contract (and proposed or actual variations to them in accordance with this Contract); (b) verify the costs of the Supplier (including the costs of all Sub Sub- Contractors and any third party Supplier’ssuppliers) in connection with the provision of the Services; (c) verify the Open Book Data; (d) verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; (e) identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier and/or the Guarantor and/or any Sub-Contractors or their ability to perform the Services; (g) obtain such information as is necessary to fulfil the CustomerAuthority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; (i) carry out the CustomerAuthority’s internal and statutory audits and to prepare, examine and/or certify the CustomerAuthority's annual and interim reports and accounts; (j) enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer Authority has used its resources; (k) review any reports provided under Schedule 21 (Governance) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; DH CRNCC Contract (Contract Terms) (l) verify the accuracy and completeness of any information delivered or required by this Contract; (lm) review the Supplier’s quality management systems (including any quality manuals and procedures); (mn) review performance monitoring reports (including but not limited to the reports specified in Part B of Schedule 6 and Schedule 21) and all other matrices, records and other information submitted and/or maintained by the Supplier in connection with its performance monitoring and measuring obligations under this Contract; (o) review the Supplier’s compliance with the Standards; (np) inspect the Customer Authority Assets, including the CustomerAuthority's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Authority Assets are secure and that any register of assets is up to date; and/or (oq) review the integrity, confidentiality and security of the Customer Authority Data. 12.3. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: 12.4.1 all reasonable information requested by the Customer within the scope of the audit; 12.4.2 reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and 12.4.3 access to the Supplier Personnel. 12.5. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 12, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. 12.1 The Supplier shall keep and maintain for seven (7) years after the Contract Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties or required by the in force ESFA rules), full and accurate records and accounts of the operation of this Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2. 12.2 The Supplier shall: 12.2.1 a) keep the records and accounts referred to in Clause 12.1 in accordance with Good Industry Practice and Law; and 12.2.2 b) afford any Auditor access to the records and accounts referred to in Clause 12.1 at the Supplier’s Suppliers premises and/or provide records and accounts (including copies of the Supplier’s Suppliers published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Contract Period and the period specified in Clause 12.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s Suppliers obligations under this Contract including in order to: (a) verify the accuracy of the Contract Charges and any other amounts payable by the Customer under this Contract (and proposed or actual variations to them in accordance with this Contract); (b) verify the costs of the Supplier (including the costs of all Sub Contractors and any third party Supplier’ssuppliers) in connection with the provision of the Goods and/or Services; (c) verify the Open Book Data; (d) verify the Supplier’s Suppliers and each Sub-Sub- Contractor’s compliance with the applicable Law; (e) identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) identify or investigate any circumstances which may impact upon the financial stability of the Supplier, and/or any Sub-Sub- Contractors or their ability to perform the Goods and/or Services; (g) obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; (i) carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; (j) enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; (k) verify the accuracy and completeness of any information delivered or required by this Contract; (l) review the Supplier’s Suppliers quality management systems (including any quality manuals and procedures); (m) review the Supplier’s Suppliers compliance with the Standards; (n) inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or (o) review the integrity, confidentiality and security of the Customer Data. 12.3. 12.3 The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4. 12.4 Subject to the Supplier’s Suppliers rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation cooperation and assistance in: 12.4.1 a) all reasonable information requested by the Customer within the scope of the audit; 12.4.2 b) reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and 12.4.3 c) access to the Supplier Personnel. 12.5. 12.5 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 12, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. 21.1 The Supplier shall keep and maintain for maintain, until the later of: 21.1.1 seven (7) years after the date of termination or expiry of this Call Off Contract Expiry Date to expire or Termination Date, whichever is terminate; or 21.1.2 such other date as may be agreed between the earlierParties, full and accurate records and accounts of the operation of this Contract including Call Off Contract, the Services provided under it, any Sub-Contracts and the amounts paid by the CustomerContracting Authority. 12.2. 21.2 The Supplier shall: 12.2.1 shall keep the records and accounts referred to in Clause 12.1 21.1 in accordance with Good Industry Practice and Law; and. 12.2.2 21.3 The Supplier shall afford any Auditor access to the records and accounts referred to in Clause 12.1 21.1 at the Supplier’s premises and/or and provide such records and accounts (including copies of the Supplier’s published accounts) or copies of the same, as may be required by and agreed with any of the Auditors from time to time during the Contract Period and the period specified in Clause 12.1time, in order that the Auditor(s) Auditor may carry out an inspection to assess compliance by the Supplier and/or and its Key Sub-Contractors of any of the Supplier’s obligations under this Contract Call Off Contract, including in order to: (a) 21.3.1 verify the accuracy of the Contract Charges and any other amounts payable by the Customer a Contracting Contracting Authority under this Contract a Call Off Agreement (and including proposed or actual variations to them in accordance with this ContractFramework Agreement); (b) 21.3.2 verify the costs of the Supplier (including the costs of all Sub Key Sub-Contractors and any third party Supplier’s) in connection with the provision of the Services; (c) 21.3.3 verify the Open Book Data; (d) 21.3.4 verify the Supplier’s and each Key Sub-Contractor’s compliance with the applicable Law; (e) 21.3.5 identify or investigate an actual or suspected Prohibited ActActs, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer Contracting Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) 21.3.6 identify or investigate any circumstances which may impact upon the financial stability of the Supplier, and/or Supplier and any Key Sub-Contractors or their ability to perform the Services; (g) 21.3.7 obtain such information as is necessary to fulfil the CustomerContracting Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) 21.3.8 review any books of account and the internal contract management accounts kept by the Supplier in connection with this ContractFramework Agreement; (i) 21.3.9 carry out the CustomerContracting Authority’s internal and statutory audits and to prepare, examine and/or certify the CustomerContracting Authority's annual and interim reports and accounts; (j) 21.3.10 enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer Contracting Authority has used its resources; (k) 21.3.11 verify the accuracy and completeness of any information Management Information delivered or required by this ContractFramework Agreement; (l) 21.3.12 review any MI Reports and other records relating to the Supplier’s quality management systems (including any quality manuals performance of the Services and procedures); (m) review to verify that these reflect the Supplier’s compliance with the Standards;own internal reports and records; and (n) inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or (o) 21.3.13 review the integrity, confidentiality and security of the Customer Contracting Authority Personal Data. 12.3. 21.4 The Customer Contracting Authority shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor(s) Auditors is outside of the control of the CustomerContracting Authority. 12.4. 21.5 Subject to the Supplier’s rights in respect Contracting Authority's obligations of Confidential Informationconfidentiality, the Supplier shall on demand provide the Auditor(s) Auditors with all reasonable co-operation and assistance inin relation to each Audit, including by providing: 12.4.1 21.5.1 all reasonable information requested by the Customer within the scope of the auditAudit requested by the Auditor; 12.4.2 21.5.2 reasonable access to any sites controlled by the Supplier and to any Supplier Equipment equipment used in the provision of the Services; and 12.4.3 21.5.3 access to the Supplier Personnel. 12.5. 21.6 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 12, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the auditClause.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. 16.1 The Supplier shall keep and maintain for seven (7) years after the Contract Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties), full and accurate records and accounts of the operation of this Contract including the Services provided under it, any Sub-Sub- Contracts and the amounts paid by the CustomerAuthority. 12.2. 16.2 The Supplier shall: 12.2.1 16.2.1 keep the records and accounts referred to in Clause 12.1 16.1 in accordance with Good Industry Practice and Law; and 12.2.2 16.2.2 afford any Auditor access to the records and accounts referred to in Clause 12.1 16.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier’s 's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Contract Period and the period specified in Clause 12.116.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Sub- Contractors of any of the Supplier’s obligations under this Contract including in order to: (a) verify the accuracy of the Contract Charges and any other amounts payable by the Customer Authority under this Contract (and proposed or actual variations to them in accordance with this Contract); (b) verify the costs of the Supplier (including the costs of all Sub Sub-Contractors and any third party Supplier’ssuppliers) in connection with the provision of the Services; (c) verify the Open Book Data; (d) verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; (e) identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier and/or the Guarantor and/or any Sub-Sub- Contractors or their ability to perform the Services; (g) obtain such information as is necessary to fulfil the CustomerAuthority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; (i) carry out the CustomerAuthority’s internal and statutory audits and to prepare, examine and/or certify the CustomerAuthority's annual and interim reports and accounts; (j) enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer Authority has used its resources; (k) review any Performance Monitoring Reports provided under Part B (Performance Monitoring) of Schedule 6 (Service Levels and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; (l) verify the accuracy and completeness of any information delivered or required by this Contract; (lm) review the Supplier’s quality management systems (including any quality manuals and procedures); (mn) review the Supplier’s compliance with the Standards; (no) inspect the Customer Authority Assets, including the CustomerAuthority's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Authority Assets are secure and that any register of assets is up to date; and/or (op) review the integrity, confidentiality and security of the Customer Authority Data. 12.3. 16.3 The Customer Authority shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the CustomerAuthority. 12.4. 16.4 Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: 12.4.1 16.4.1 all reasonable information requested by the Customer Authority within the scope of the audit; 12.4.2 16.4.2 reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and 12.4.3 access to the Supplier Personnel. 12.5. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 12, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. 12.1 The Supplier shall keep and maintain for seven (7) years after the Contract Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties or required by the in force ESFA rules), full and accurate records and accounts of the operation of this Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2. 12.2 The Supplier shall: 12.2.1 a) keep the records and accounts referred to in Clause 12.1 in accordance with Good Industry Practice and Law; and 12.2.2 b) afford any Auditor access to the records and accounts referred to in Clause 12.1 at the Supplier’s Suppliers premises and/or provide records and accounts (including copies of the Supplier’s Suppliers published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Contract Period and the period specified in Clause 12.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Sub- Contractors of any of the Supplier’s Suppliers obligations under this Contract including in order to: (a) verify the accuracy of the Contract Charges and any other amounts payable by the Customer under this Contract (and proposed or actual variations to them in accordance with this Contract); (b) verify the costs of the Supplier (including the costs of all Sub Contractors and any third party Supplier’ssuppliers) in connection with the provision of the Goods and/or Services; (c) verify the Open Book Data; (d) verify the Supplier’s Suppliers and each Sub-Contractor’s compliance with the applicable Law; (e) identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) identify or investigate any circumstances which may impact upon the financial stability of the Supplier, and/or any Sub-Contractors or their ability to perform the Goods and/or Services; (g) obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; (i) carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; (j) enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; (k) verify the accuracy and completeness of any information delivered or required by this Contract; (l) review the Supplier’s Suppliers quality management systems (including any quality manuals and procedures); (m) review the Supplier’s Suppliers compliance with the Standards; (n) inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or (o) review the integrity, confidentiality and security of the Customer Data. 12.3. 12.3 The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4. 12.4 Subject to the Supplier’s Suppliers rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-co- operation and assistance in: 12.4.1 a) all reasonable information requested by the Customer within the scope of the audit; 12.4.2 b) reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and 12.4.3 c) access to the Supplier Personnel. 12.5. 12.5 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 12, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. The Supplier shall keep and maintain for maintain, until the later of: seven (7) years after the Contract Expiry Date date of termination or Termination Date, whichever is expiry of this Framework Agreement; or seven (7) years after the earlierdate of termination or expiry of the last Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Contract Framework Agreement, including the Call-Off Agreements, the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2Fund under the Call-Off Agreement. The Supplier shall: 12.2.1 shall keep the records and accounts referred to in Clause 12.1 15.1 in accordance with Good Industry Practice and Law; and 12.2.2 . The Supplier shall afford any Auditor access to the records and accounts referred to in Clause 12.1 15.1 at the Supplier’s 's premises and/or provide such records and accounts (including copies of the Supplier’s published accounts) or copies of the same, as may be required by and agreed with any of the Auditors from time to time during the Contract Period and the period specified in Clause 12.1time, in order that the Auditor(s) Auditor may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Contract Framework Agreement, including in order for the following purposes to: (a) : verify the accuracy of the Contract Charges and any other amounts payable by the Customer a The Fund under this Contract a Call Off Agreement (and including proposed or actual variations to them in accordance with this ContractFramework Agreement); (b) ; verify the costs of the Supplier (including the costs of all Sub Sub-Contractors and any third party Supplier’ssuppliers) in connection with the provision of the Services; (c) ; verify the Open Book Data; (d) ; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; (e) ; identify or investigate an actual or suspected Prohibited ActActs, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer Fund shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) ; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier and/or any Sub-Contractors or their ability to perform the Services; (g) ; obtain such information as is necessary to fulfil the CustomerFund’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) ; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; (i) Framework Agreement; carry out the CustomerFund’s internal and statutory audits and to prepare, examine and/or certify the CustomerFund's annual and interim reports and accounts; (j) ; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Customer Fund has used its resources; (k) ; verify the accuracy and completeness of any information Management Information delivered or required by this Contract; (l) Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s quality management systems (including any quality manuals performance of the Services and procedures); (m) review to verify that these reflect the Supplier’s compliance with the Standards; (n) inspect the Customer Assets, including the Customer's IPRs, equipment own internal reports and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to daterecords; and/or (o) review the integrity, confidentiality and security of the Customer Fund’s Personal Data. 12.3; and/or receive from the Supplier on request summaries of all central government public sector expenditure placed with the Supplier including through routes outside the Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and services. The Customer Fund shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services pursuant to the Call Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor(s) Auditors is outside of the control of the Customer. 12.4Fund. Subject to the Supplier’s rights in respect Fund's obligations of Confidential Informationconfidentiality, the Supplier shall on demand provide the Auditor(s) Auditors with all reasonable co-operation and assistance in: 12.4.1 in relation to each Audit, including by providing: all reasonable information requested by the Customer within the scope of the audit; 12.4.2 Audit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to any Supplier Equipment equipment used in the provision of the Goods and/or Services; and 12.4.3 and access to the Supplier Personnel. 12.5. If an Audit reveals that: a material Default has been committed by the Supplier; then the Fund shall be entitled to terminate this Framework Agreement. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 12, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the auditClause.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. 21.1 The Supplier shall keep and maintain for seven (7) years after the Contract Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties), full and accurate records and accounts of the operation of this Contract including the Services provided under it, any Sub-Sub- Contracts and the amounts paid by the CustomerAuthority. 12.2. 21.2 The Supplier shall: 12.2.1 21.2.1 keep the records and accounts referred to in Clause 12.1 21.1 in accordance with Good Industry Practice and Law; and 12.2.2 21.2.2 afford any Auditor access to the records and accounts referred to in Clause 12.1 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier’s 's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Contract Period and the period specified in Clause 12.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Sub- Contractors of any of the Supplier’s obligations under this Contract including in order for the following purposes to: (a) verify the accuracy of the Contract Charges and any other amounts payable by the Customer Authority under this Contract (and proposed or actual variations to them in accordance with this Contract); (b) verify the costs of the Supplier (including the costs of all Sub Sub- Contractors and any third party Supplier’ssuppliers) in connection with the provision of the Services; (c) verify the Open Book Data; (d) verify the Supplier’s and each Sub-Sub- Contractor’s compliance with the applicable Law; (e) identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier and/or the Guarantor and/or any Sub-Contractors or their ability to perform the Services; (g) obtain such information as is necessary to fulfil the CustomerAuthority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; (i) carry out the CustomerAuthority’s internal and statutory audits and to prepare, examine and/or certify the CustomerAuthority's annual and interim reports and accounts; (j) enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 Law of the economy, efficiency and effectiveness with which the Customer Authority has used its resources; (k) review any Performance Monitoring Reports provided under Part B of Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; (l) verify the accuracy and completeness of any information delivered or required by this Contract; (lm) review the Supplier’s quality management systems (including any quality manuals and procedures); (mn) review the Supplier’s compliance with the Standards; (no) inspect the Customer Authority Assets, including the CustomerAuthority's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Authority Assets are secure and that any register of assets is up to date; and/or (op) review the integrity, confidentiality and security of the Customer Authority Data. 12.3. 21.3 The Customer Authority shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the CustomerAuthority. 12.4. 21.4 Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: 12.4.1 21.4.1 all reasonable information requested by the Customer Authority within the scope of the audit; 12.4.2 21.4.2 reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and 12.4.3 21.4.3 access to the Supplier Personnel. 12.5. 21.5 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1221, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer Authority for the CustomerAuthority's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. 12.1 The Supplier shall keep and maintain for seven (7) years after the Contract Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties or required by the in force ESFA rules), full and accurate records and accounts of the operation of this Contract including the Goods and/or Services pro- vided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2 The Supplier shall: ) keep the records and accounts referred to in Clause The Supplier shall keep and maintain for seven (7) years after the Contract Ex- piry Date (or as long a period as may be agreed between the Parties or required by the in force ESFA rules), full and accurate records and accounts of the operation of this Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2. The Supplier shall: 12.2.1 keep the records and accounts referred to in Clause 12.1 in accordance with Good Industry Practice and Law; and 12.2.2 and ) afford any Auditor access to the records and accounts referred to in Clause 12.1 The Supplier shall keep and maintain for seven (7) years after the Contract Expiry Date (or as long a period as may be agreed between the Parties or required by the in force ESFA rules), full and accurate records and accounts of the operation of this Con- tract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. at the Supplier’s Sup- pliers premises and/or provide records and accounts (including copies of the Supplier’s Suppliers published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Contract Period and the period specified in Clause 12.1The Supplier shall keep and maintain for seven (7) years after the Contract Ex- piry Date (or as long a period as may be agreed between the Parties or required by the in force ESFA rules), full and accurate records and accounts of the operation of this Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer., in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s Suppliers obligations under this Contract including in order to: (a) verify the accuracy of the Contract Charges and any other amounts payable by the Customer under this Contract (and proposed or actual variations to them in accordance with this Contract); (b) verify the costs of the Supplier (including the costs of all Sub Contractors and any third party Supplier’ssuppliers) in connection connec- tion with the provision of the Goods and/or Services; (c) verify the Open Book Data; (d) verify the Supplier’s Suppliers and each Sub-Contractor’s compliance compli- ance with the applicable Law; (e) identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier Sup- plier of the purpose or objective of its investigations; (f) identify or investigate any circumstances which may impact im- pact upon the financial stability of the Supplier, and/or any Sub-Contractors or their ability to perform the Goods and/or Services; (g) obtain such information as is necessary to fulfil the CustomerCus- tomer’s obligations to supply information for parliamentaryparliamen- tary, ministerial, judicial or administrative purposes including includ- ing the supply of information to the Comptroller and Auditor Audi- tor General; (h) review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; (i) carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; (j) enable the National Audit Office to carry out an examination examina- tion pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; (k) verify the accuracy and completeness of any information delivered or required by this Contract; (l) review the Supplier’s Suppliers quality management systems (including in- cluding any quality manuals and procedures); (m) review the Supplier’s Suppliers compliance with the Standards; (n) inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring ensur- ing that the Customer Assets are secure and that any register reg- ister of assets is up to date; and/or (o) review the integrity, confidentiality and security of the Customer Cus- tomer Data. 12.3. 12.3 The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision provi- sion of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(sAu- ditor(s) is outside of the control of the Customer. 12.4. 12.4 Subject to the Supplier’s Suppliers rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation op- eration and assistance in: 12.4.1 : ) all reasonable information requested by the Customer within the scope of the audit; 12.4.2 ; ) reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the ServicesGoods and/or Ser- vices; and 12.4.3 and ) access to the Supplier Personnel. 12.5. 12.5 The Parties agree that they shall bear their own respective costs and expenses ex- penses incurred in respect of compliance with their obligations under this Clause 12RECORDS, AUDIT ACCESS AND OPEN BOOK DATA, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse re- imburse the Customer for the Customer's reasonable costs incurred in relation rela- tion to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. The Supplier shall keep and maintain for seven (7) years after the Contract Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties), full and accurate records and accounts of the operation of this Legal Services Contract including the Ordered Panel Services provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2. The Supplier shall: 12.2.1 : keep the records and accounts referred to in Clause 12.1 3.9 in accordance with Good Industry Practice and Law; and 12.2.2 and afford any Auditor access to the records and accounts referred to in Clause 12.1 3.9 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier’s 's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Contract Period Term and the period specified in Clause 12.13.9, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Legal Services Contract including in order to: (a) : verify the accuracy of the Contract Charges and any other amounts payable by the Customer under this Legal Services Contract (and proposed or actual variations to them in accordance with this Legal Services Contract); (b) ; verify the costs of the Supplier (including the costs of all Sub Sub-Contractors and any third party Supplier’ssuppliers) in connection with the provision of the Ordered Panel Services; (c) ; verify the Open Book Data; (d) ; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; (e) ; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) ; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; (g) Ordered Services obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) ; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Legal Services Contract; (i) ; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; (j) ; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; (k) ; verify the accuracy and completeness of any information delivered or required by this Legal Services Contract; (l) ; review the Supplier’s quality management systems (including any quality manuals and procedures); (m) ; review the Supplier’s compliance with the Standards; (n) ; inspect the Customer Assetsassets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets assets are secure and that any register of assets is up to date; and/or (o) and/or review the integrity, confidentiality and security of the Customer Data. 12.3. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Ordered Panel Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: 12.4.1 : all reasonable information requested by the Customer within the scope of the audit; 12.4.2 ; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Ordered Panel Services; and 12.4.3 and access to the Supplier Personnel. 12.5. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 12in respect of records, audit access and open book data, unless the audit reveals a Default breach by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. The Customer may request: a variation to the Ordered Panel Services; an extension to the Term specified at paragraph 1.5 of section A of the Order Form); and/or a variation to any other part of the Order Form; and/or a variation to any other term of these Terms and Conditions, at any time during the Term. Any request by the Customer for a variation to the Ordered Panel Services shall be by written notice to the Supplier: giving sufficient information for the Supplier to assess the extent of the variation and any additional costs that may be incurred (where any element of the Charges is composed of a fixed price or a capped price); and specifying the timeframe within which the Supplier must respond to the request, which shall be reasonable and the Supplier shall respond to such request within such timeframe. In the event that the Supplier and the Customer are unable to agree any change to the Charges in connection with any requested variation to the Ordered Panel Services, the Customer may agree that the Supplier should continue to perform its obligations under the Legal Services Contract without the variation or may terminate the Legal Services Contract in accordance with Clause 11.8 (Termination in relation to Variation).

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. 16.1 The Supplier shall keep and maintain for seven (7) years after the Contract Call Off Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2. 16.2 The Supplier shall: 12.2.1 16.2.1 keep the records and accounts referred to in Clause 12.1 16.1 in accordance with Good Industry Practice and Law; and 12.2.2 16.2.2 afford any Auditor access to the records and accounts referred to in Clause 12.1 16.1 at the Supplier’s premises and/or provide copies of such records and accounts (including copies of the Supplier’s 's published accounts) or copies of the same), as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 12.116.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Sub- Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including in order tofor the following purposes: (a) to verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Contract (and proposed or actual variations to them in accordance with this Call Off Contract); (b) to verify the costs of the Supplier (including the costs of all Sub Sub-Contractors and any third party Supplier’ssuppliers) in connection with the provision of the Services; (c) to verify the Open Book Data; (d) to verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; (e) to identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) to identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Sub- Contractors or their ability to perform the Services; (g) to obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) to review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; (i) to carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; (j) to enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; (k) to review any performance monitoring reports provided under this Call Off Contract and to verify that these reflect the Supplier’s own internal reports and records; l) to verify the accuracy and completeness of any information delivered or required by this Call Off Contract; (l) review the Supplier’s quality management systems (including any quality manuals and procedures); (m) to review the Supplier’s compliance with the Standards; (n) inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or (o) review the integrity, confidentiality and security of the Customer Data. 12.3. 16.3 The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4. 16.4 Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: 12.4.1 16.4.1 all reasonable information requested by the Customer within the scope of the audit; 12.4.2 16.4.2 reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and 12.4.3 access to the Supplier Personnel. 12.5. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 12, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. The Supplier shall keep and maintain for seven (7) years after the Contract Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties), full and accurate records and accounts of the operation of this Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2Authority. The Supplier shall: comply with Government’s policy on Open Book Contract Management ▇▇▇▇▇: 12.2.1 //▇▇▇.▇▇▇.▇▇/government/uploads/system/uploads/attachment_data/file/525283/obcm_guidance_final.pdf and all relevant instructions of the Authority, including any future request for a Variation by the Authority in order to fully implement the said policy in this Contract; keep the records and accounts referred to in Clause 12.1 15.1 in accordance with Good Industry Practice and Law; and 12.2.2 and afford any Auditor access to the records and accounts referred to in Clause 12.1 15.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier’s 's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Contract Period and the period specified in Clause 12.115.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Contract including in order for the following purposes to: (a) : verify the accuracy of the Contract Charges and any other amounts payable by the Customer Authority under this Contract (and proposed or actual variations to them in accordance with this Contract); (b) together with compliance with the Target Performance Levels; verify the costs of the Supplier (including the costs of all Sub Sub-Contractors and any third party Supplier’ssuppliers) in connection with the provision of the Services; (c) ; verify the Open Book Data; (d) ; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; (e) ; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) ; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier and/or the Guarantor and/or any Sub-Contractors or their ability to perform the Services; (g) ; obtain such information as is necessary to fulfil the CustomerAuthority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) ; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; (i) ; carry out the CustomerAuthority’s internal and statutory audits and to prepare, examine and/or certify the CustomerAuthority's annual and interim reports and accounts; (j) ; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer Authority has used its resources; ; review any reports provided under Schedule 3 (kGovernance) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Contract; (l) ; review the Supplier’s quality management systems (including any quality manuals and procedures); ; review performance monitoring reports (mincluding but not limited to any reports specified in Part B of Schedule 6 (Performance Measurement and Monitoring) and Schedule 3 (Governance)) and all other matrices, records and other information submitted and/or maintained by the Supplier in connection with its performance monitoring and measuring obligations under this Contract; review the Supplier’s compliance with the Standards; (n) ; inspect the Customer Authority Assets, including the CustomerAuthority's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Authority Assets are secure and that any register of assets is up to date; and/or (o) and/or review the integrity, confidentiality and security of the Customer Authority Data. 12.3. The Customer Authority shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4Authority. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: 12.4.1 : all reasonable information requested by the Customer Authority within the scope of the audit; 12.4.2 ; reasonable access to sites Sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and 12.4.3 and access to the Supplier Personnel. 12.5. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1215, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer Authority for the CustomerAuthority's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. 14.1 The Supplier shall keep and maintain for seven (7) years after the Contract Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties), full and accurate records and accounts of the operation of this Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the CustomerAuthority. 12.2. 14.2 The Supplier shall: 12.2.1 14.2.1 keep the records and accounts referred to in Clause 12.1 14.1 in accordance with Good Industry Practice and Law; and 12.2.2 14.2.2 afford any Auditor access to the records and accounts referred to in Clause 12.1 14.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier’s 's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Contract Period and the period specified in Clause 12.114.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Contract including in order for the following purposes to: (a) verify the accuracy of the Contract Charges and any other amounts payable by the Customer Authority under this Contract (and proposed or actual variations to them in accordance with this Contract); (b) verify the costs of the Supplier (including the costs of all Sub Sub- Contractors and any third party Supplier’ssuppliers) in connection with the provision of the Services; (c) verify the Open Book Data; (d) verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; (e) identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier and/or the Guarantor and/or any Sub-Contractors or their ability to perform the Services; (g) obtain such information as is necessary to fulfil the CustomerAuthority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) review any books of account and the (h) internal contract management accounts kept by the Supplier in connection with this Contract; (i) carry out the CustomerAuthority’s internal and statutory audits and to prepare, examine and/or certify the CustomerAuthority's annual and interim reports and accounts; (j) enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Customer Authority has used its resources; (k) review any reports provided under Schedule 19 (Governance) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; (l) verify the accuracy and completeness of any information delivered or required by this Contract; (lm) review the Supplier’s quality management systems (including any quality manuals and procedures); (mn) review performance monitoring reports (including but not limited to the reports specified in Part B of Schedule 5 and Schedule 19) and all other matrices, records and other information submitted and/or maintained by the Supplier in connection with its performance monitoring and measuring obligations under this Contract; (o) review the Supplier’s compliance with the Standards; (np) inspect the Customer Authority Assets, including the CustomerAuthority's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Authority Assets are secure and that any register of assets is up to date; and/or (oq) review the integrity, confidentiality and security of the Customer Authority Data. 12.3. 14.3 The Customer Authority shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the CustomerAuthority. 12.4. 14.4 Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-co- operation and assistance in: 12.4.1 14.4.1 all reasonable information requested by the Customer Authority within the scope of the audit; 12.4.2 14.4.2 reasonable access to sites Sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and 12.4.3 14.4.3 access to the Supplier Personnel. 12.5. 14.5 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1214, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer Authority for the CustomerAuthority's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. 22.1 The Supplier shall keep and maintain for seven (7) years after the Contract Call Off Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2. 22.2 The Supplier shall: 12.2.1 22.2.1 keep the records and accounts referred to in Clause 12.1 22.1 in accordance with Good Industry Practice and Law; and 12.2.2 22.2.2 afford any Auditor access to the records and accounts referred to in Clause 12.1 22.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier’s 's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 12.122.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Sub- Contractors of any of the Supplier’s obligations under this Call Off Contract including in order to: (a) verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); (b) verify the costs of the Supplier (including the costs of all Sub Sub- Contractors and any third party Supplier’ssuppliers) in connection with the provision of the Services; (c) verify the Open Book Data; (d) verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; (e) identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Sub- Contractors or their ability to perform the Services; (g) obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; (i) carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; (j) enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; (k) review any records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; (l) verify the accuracy and completeness of any information delivered or required by this Call Off Contract; (lm) review the Supplier’s quality management systems (including any quality manuals and procedures); (mn) review the Supplier’s compliance with the Standards; (no) inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or (op) review the integrity, confidentiality and security of the Customer Data. 12.3. 22.3 The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4. 22.4 Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: 12.4.1 22.4.1 all reasonable information requested by the Customer within the scope of the audit; 12.4.2 22.4.2 reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and 12.4.3 22.4.3 access to the Supplier Personnel. 12.5. 22.5 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1222, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. 15.1 The Supplier shall keep and maintain for seven (7) years after the Contract Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties), full and accurate records and accounts of the operation of this Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the CustomerAuthority. 12.2. 15.2 The Supplier shall: 12.2.1 15.2.1 keep the records and accounts referred to in Clause 12.1 15.1 in accordance with Good Industry Practice and Law; and 12.2.2 15.2.2 afford any Auditor access to the records and accounts referred to in Clause 12.1 15.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier’s 's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Contract Period and the period specified in Clause 12.115.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Contract including in order for the following purposes to: (a) verify the accuracy of the Contract Charges and any other amounts payable by the Customer Authority under this Contract (and proposed or actual variations to them in accordance with this Contract); (b) verify the costs of the Supplier (including the costs of all Sub Sub- Contractors and any third party Supplier’ssuppliers) in connection with the provision of the Services; (c) verify the Open Book Data; (d) verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; (e) identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier and/or the Guarantor and/or any Sub-Contractors or their ability to perform the Services; (g) obtain such information as is necessary to fulfil the CustomerAuthority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; (i) carry out the CustomerAuthority’s internal and statutory audits and to prepare, examine and/or certify the CustomerAuthority's annual and interim reports and accounts; (j) enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Customer Authority has used its resources; (k) review any reports provided under Schedule 21 (Governance) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; (l) verify the accuracy and completeness of any information delivered or required by this Contract; (lm) review the Supplier’s quality management systems (including any quality manuals and procedures); (mn) review performance monitoring reports (including but not limited to the reports specified in Part B of Schedule 6 and Schedule 21) and all other matrices, records and other information submitted and/or maintained by the Supplier in connection with its performance monitoring and measuring obligations under this Contract; (o) review the Supplier’s compliance with the Standards; (np) inspect the Customer Authority Assets, including the CustomerAuthority's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Authority Assets are secure and that any register of assets is up to date; and/or (oq) review the integrity, confidentiality and security of the Customer Authority Data. 12.3. 15.3 The Customer Authority shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the CustomerAuthority. 12.4. 15.4 Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: 12.4.1 15.4.1 all reasonable information requested by the Customer Authority within the scope of the audit; 12.4.2 15.4.2 reasonable access to sites Sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and 12.4.3 15.4.3 access to the Supplier Personnel. 12.5. 15.5 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1215, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer Authority for the CustomerAuthority's reasonable costs incurred in relation to the audit.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. 12.1. 12.1 The Supplier shall keep and maintain for seven (7) years after the Contract Expiry Date (or Termination Date, whichever is as long a period as may be agreed between the earlierParties or required by the in force ESFA rules), full and accurate records and accounts of the operation of this Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. 12.2. 12.2 The Supplier shall: 12.2.1 a) keep the records and accounts referred to in Clause 12.1 in accordance with Good Industry Practice and Law; and 12.2.2 b) afford any Auditor access to the records and accounts referred to in Clause 12.1 at the Supplier’s Suppliers premises and/or provide records and accounts (including copies of the Supplier’s Suppliers published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Contract Period and the period specified in Clause 12.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Sub- Contractors of any of the Supplier’s Suppliers obligations under this Contract including in order to: (a) verify the accuracy of the Contract Charges and any other amounts payable by the Customer under this Contract (and proposed or actual variations to them in accordance with this Contract); (b) verify the costs of the Supplier (including the costs of all Sub Contractors and any third party Supplier’ssuppliers) in connection with the provision of the Goods and/or Services; (c) verify the Open Book Data; (d) verify the Supplier’s Suppliers and each Sub-Contractor’s compliance with the applicable Law; (e) identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; (f) identify or investigate any circumstances which may impact upon the financial stability of the Supplier, and/or any Sub-Sub- Contractors or their ability to perform the Goods and/or Services; (g) obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; (h) review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; (i) carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; (j) enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; (k) verify the accuracy and completeness of any information delivered or required by this Contract; (l) review the Supplier’s Suppliers quality management systems (including any quality manuals and procedures); (m) review the Supplier’s Suppliers compliance with the Standards; (n) inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or (o) review the integrity, confidentiality and security of the Customer Data. 12.3. 12.3 The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. 12.4. 12.4 Subject to the Supplier’s Suppliers rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-co- operation and assistance in: 12.4.1 a) all reasonable information requested by the Customer within the scope of the audit; 12.4.2 b) reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and 12.4.3 c) access to the Supplier Personnel. 12.5. 12.5 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 12, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.