Common use of Access and Audit Rights Clause in Contracts

Access and Audit Rights. (a) Each party shall maintain complete and accurate records of and supporting documentation related to the performance of its obligations pursuant to this Agreement and each Work Statement for the periods prescribed by applicable Law. Each party agrees to provide the other with such documentation and other information with respect as the second party may reasonably request to verify compliance with the provisions of this Agreement. (b) During the Term hereof, upon reasonable request, GMACI shall have the right upon at least two (2) Business Days’ prior written notice, to have reasonable access to the premises of AmTrust on an annual basis to: (i) examine data and any other records, documents or other relevant information relating to the provision of the Services; (ii) verify the security of GMACI Confidential Information; (iii) examine the systems that process and store GMACI Confidential Information; and (iv) be satisfied that the terms and conditions of this Agreement are being complied with. Such inspections or examinations may be conducted by GMACI’s personnel or by an Agent of GMACI approved by AmTrust (such approval shall not be unreasonably withheld, conditioned or delayed). This inspection shall be performed in a manner that shall not unreasonably disrupt AmTrust’s business practices. The costs of such inspection shall be borne by GMACI, provided, however, that in the event that such inspection reveals a material breach of this Agreement, in addition to any other rights and remedies that GMACI may have, AmTrust shall promptly reimburse GMACI for the out-of-pocket costs incurred by GMACI in performing such inspection as well as payment for the time of the personnel who performed such inspection. (c) During the Term, upon reasonable request, AmTrust shall have the right upon at least two (2) Business Days’ prior written notice, to have reasonable access to the premises of GMACI to: (i) inspect and examine GMACI’s books and records to verify the accuracy and compliance by GMACI with the payment provisions of this Agreement and any applicable Work Statement, and (ii) to verify GMACI’s usage (or non-usage) of the any Deliverable in accordance with the terms of this Agreement and any applicable Work Statement. Such inspections or examinations may be conducted by AmTrust’s personnel or by an Agent of AmTrust approved by GMACI (such approval shall not be unreasonably withheld, conditioned or delayed). This inspection shall be performed in a manner that shall not unreasonably disrupt GMACI’s business practices. The costs of such inspection and examination shall be borne by AmTrust; provided, however, that in the event that such inspection and examination reveals (y) an underpayment in excess of five percent (5%) of the amount actually paid, then GMACI shall promptly reimburse AmTrust for all costs and expenses associated with such inspection and examination and pay the amount of any underpayment plus interest at the prime rate as reported in the Wall Street Journal or, in the event that the Wall Street Journal is not available or no longer publishing the prime rate, as reported by an equivalent source as determined by AmTrust, from the original due date thereof; or (z) a material violation of the usage restrictions, then GMACI shall promptly, in addition to any other rights and remedies that AmTrust may have, reimburse AmTrust for the out-of-pocket costs incurred by AmTrust in performing such inspection, as well as payment for the time of the personnel who performed such inspection.

Access and Audit Rights. A. MCA shall keep, and shall cause CIC to keep, full, true and complete records and books of accounts together with all supporting vouchers and documents relating to the rendition of MCA's fulfillment services, including without limitation, the manufacture, sales, promotion, duplication, printing, packaging, shipping and handling of DW Videograms and DW's distribution of DW Videograms within the Territory (acollectively, "Records"), and maintain, and cause CIC to maintain, for a period of seven years following DW's receipt of a Payment Report all Records relevant thereto. Notwithstanding the foregoing, MCA shall in any event, and shall cause CIC in any event to, keep and maintain (or deliver to DW) Each all of the above mentioned materials for any longer period required to complete an open audit of DW of which DW gives notice or in the event of an unresolved dispute with any participant or third party shall maintain complete and accurate records of and supporting documentation related to the performance a DW Videogram of its obligations pursuant to this Agreement and each Work Statement for the periods prescribed by applicable Law. Each party agrees to provide the other with such documentation and other information with respect as the second party may reasonably request to verify compliance with the provisions of this Agreementwhich DW gives notice. (b) During B. MCA grants DW and its agents, employees and representatives the rights, from time-to-time at all times during the Term hereofand for a period of *** after the latter of the expiration of the Term and the delivery of the last Payment Report hereunder, upon with reasonable request, GMACI shall have the right upon prior notice to MCA and at least two (2) Business Days’ prior written noticeall reasonable hours and with reasonable frequency, to have reasonable access to the premises examine, audit and take excerpts from and make copies of AmTrust on an annual basis to: (i) examine data and any other such records, invoices, book of account, computer or data base information, and all other documents or other relevant information relating correspondence, related to the provision of the Services; (ii) verify the security of GMACI Confidential Information; (iii) examine the systems that process and store GMACI Confidential Information; and (iv) be satisfied that the terms and conditions of this Agreement are being complied with. Such inspections or examinations may be conducted by GMACI’s personnel or by an Agent of GMACI approved by AmTrust (such approval shall not be unreasonably withheld, conditioned or delayed). This inspection shall be performed in a manner that shall not unreasonably disrupt AmTrust’s business practices. The costs of such inspection shall be borne by GMACI, provided, however, that in the event that such inspection reveals a material breach of this Agreement, in addition to any other rights and remedies that GMACI may have, AmTrust shall promptly reimburse GMACI fulfillment services for the out-of-pocket costs incurred by GMACI in performing such inspection as well as payment for the time of the personnel who performed such inspection. (c) During the Term, upon reasonable request, AmTrust shall have the right upon at least two (2) Business Days’ prior written notice, to have reasonable access DW Videograms and/or to the premises calculation of GMACI to: (i) inspect and examine GMACI’s books and records amounts due to verify the accuracy and compliance by GMACI with the payment provisions of this Agreement and any applicable Work Statement, and (ii) to verify GMACI’s usage (or non-usage) of the any Deliverable in accordance with the terms of this Agreement and any applicable Work Statement. Such inspections or examinations may be conducted by AmTrust’s personnel or by an Agent of AmTrust approved by GMACI (such approval shall not be unreasonably withheld, conditioned or delayed). This inspection shall be performed in a manner that shall not unreasonably disrupt GMACI’s business practices. The costs of such inspection and examination shall be borne by AmTrustfrom DW hereunder; provided, however, that transactions will not be subject to audit more than five years after delivery to DW of the Payment Report in which such transactions are initially reported. Notwithstanding the foregoing, DW shall only be entitled to confidential third party information to the extent the same is reasonably necessary to resolve an issue(s) under audit; if MCA and/or CIC refuses to supply any such information, the parties will submit to dispute resolution pursuant to Paragraph 10 of the Master Agreement and the "Judge" (as defined in the Master Agreement) shall impose such reasonable procedures (including, without limitation, limiting disclosure to auditors, redaction and in camera proceedings) as the Judge deems necessary to accord information reasonably necessary to conduct the audit while preserving confidentiality. DW's audit rights hereunder shall include the right to examine and inspect all inventory of DW Videograms in the possession or control of MCA, CIC and any Subdistributors and/or the duplication, printing and storage facilities used by MCA. All such audits shall, except as otherwise provided in Paragraph 12.C. below, be at DW's sole cost and expense. C. If an audit discloses any inaccuracies or discrepancies in MCA's and/or CIC's books and records with respect to the fulfillment services or the calculation of amounts payable to or from DW, MCA and/or CIC, as applicable, shall cure such inaccuracies and discrepancies within thirty (30) days following notice thereof. In the event that such inspection an audit shall uncover a deficiency ***Certain information on this page has been omitted and examination reveals (y) an underpayment in excess of five percent (5%) filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. as of the amount actually paidend of the period audited, then GMACI or for any period of at least six months during the period audited, in each case equal to or greater than *** in any account owed at any time by MCA and/or CIC, as applicable, to DW hereunder, MCA and/or CIC, as applicable, shall promptly reimburse AmTrust for immediately pay DW (i) said deficiency in full; and, (ii) all costs and expenses associated in connection with such inspection audit including, without limitation, hotel and examination and pay the amount of any underpayment plus interest at the prime rate as reported in the Wall Street Journal or, in airfare expenses. D. In the event that the Wall Street Journal is not available or no longer publishing the prime rateof an audit, MCA and/or CIC, as reported by an equivalent source as determined by AmTrustapplicable, from the original due date thereof; or (z) shall provide DW and its agents, employees and representatives with reasonable and suitable physical conditions in which to conduct such audit, including, without limitation, a material violation of the usage restrictionsdesk and chair, then GMACI shall promptly, in addition to any other rights adequate lighting and remedies that AmTrust may have, reimburse AmTrust for the out-of-pocket costs incurred by AmTrust in performing such inspectionsuitable ventilation, as well as payment for a copying machine with which to make copies. MCA shall cause each Subdistributor to comply with the time foregoing. E. Each of the personnel who performed such inspectionMCA, CIC and DW shall use reasonable efforts to conduct any audit in an expeditious manner.

Access and Audit Rights. i. Universal shall keep, and shall cause UIP to keep, full, true and complete records and books of accounts together with all supporting vouchers and documents relating to the distribution of the Pictures hereunder (acollectively, "Records"), and maintain, and cause UIP to maintain, for a period of seven years following DW's receipt of a Payment Report all Records relevant thereto. Notwithstanding the foregoing, Universal shall in any event, and shall cause UIP in any event to, keep and maintain (or deliver to DW) Each all of the above mentioned materials for any longer period required to complete an open audit of which DW gives notice or in the event of an unresolved dispute with any participant or third party shall maintain complete related to a Picture of which DW gives notice. ii. Universal grants DW and accurate records its agents, employees and representatives the rights, from time-to-time at all times during the Term and for a period of *** after the latter of the expiration of the Term and supporting documentation the delivery of the last Payment Report hereunder, with reasonable prior notice to Universal and at all reasonable hours and with reasonable frequency, to examine, audit and take excerpts from and make copies of any such records, invoices, book of account, computer or data base information, and all other documents or correspondence related to the performance distribution of its obligations pursuant to this Agreement and each Work Statement for the periods prescribed by applicable Law. Each party agrees to provide the other with such documentation and other information with respect as the second party may reasonably request to verify compliance with the provisions of this Agreement. (b) During the Term hereof, upon reasonable request, GMACI shall have the right upon at least two (2) Business Days’ prior written notice, to have reasonable access Pictures or to the premises calculation of AmTrust on an annual basis to: (i) examine data and any other records, documents amounts due to or other relevant information relating to the provision of the Servicesfrom DW hereunder; (ii) verify the security of GMACI Confidential Information; (iii) examine the systems that process and store GMACI Confidential Information; and (iv) be satisfied that the terms and conditions of this Agreement are being complied with. Such inspections or examinations may be conducted by GMACI’s personnel or by an Agent of GMACI approved by AmTrust (such approval shall not be unreasonably withheld, conditioned or delayed). This inspection shall be performed in a manner that shall not unreasonably disrupt AmTrust’s business practices. The costs of such inspection shall be borne by GMACI, provided, however, that transactions will not be subject to audit more than *** years after delivery to DW of the Payment Report in which such transactions are initially reported. Notwithstanding the foregoing, DW shall only be entitled to confidential third party information to the extent the same is reasonably necessary to resolve an issue(s) under audit; if Universal and/or UIP refuses to supply any such information, the parties will (on DW's request) submit to dispute resolution pursuant to Paragraph 10 of the Master Agreement and the "Judge" (as defined in the Master Agreement) shall impose such reasonable procedures (including, without limitation, limiting disclosure to auditors, redaction and in camera proceedings) as the Judge deems necessary to accord information reasonably necessary to conduct the audit while preserving the third party's legal rights to confidentiality. DW's audit rights hereunder shall include the right to examine and inspect all inventory of the Pictures in the possession or control of Universal, UIP and any Subdistributors and/or the duplication, printing and storage facilities used by Universal. All such audits shall, except as otherwise provided in subparagraph 5.g.iii. below, be at DW's sole cost and expense. iii. If an audit discloses any inaccuracies or discrepancies in Universal's and/or UIP's books and records with respect to the ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. distribution of the Pictures hereunder or the amounts payable to or from DW, Universal and/or UIP, as applicable, shall cure such inaccuracies and discrepancies within thirty (30) days following notice thereof. In the event that such inspection reveals an audit shall uncover a material breach deficiency as of this Agreementthe end of the period audited, or for any period of at least six months during the period audited, in addition each case equal to or greater than *** in any other rights and remedies that GMACI may haveaccount owed at any time by Universal and/or UIP, AmTrust shall promptly reimburse GMACI for the out-of-pocket costs incurred by GMACI in performing such inspection as well as payment for the time of the personnel who performed such inspection. (c) During the Term, upon reasonable request, AmTrust shall have the right upon at least two (2) Business Days’ prior written noticeapplicable, to have reasonable access to the premises of GMACI to: DW hereunder, Universal and/or UIP, as applicable, shall immediately pay DW (i) inspect and examine GMACI’s books and records to verify the accuracy and compliance by GMACI with the payment provisions of this Agreement and any applicable Work Statementsaid deficiency in full, and (ii) to verify GMACI’s usage (or non-usage) of the any Deliverable in accordance with the terms of this Agreement and any applicable Work Statement. Such inspections or examinations may be conducted by AmTrust’s personnel or by an Agent of AmTrust approved by GMACI (such approval shall not be unreasonably withheld, conditioned or delayed). This inspection shall be performed in a manner that shall not unreasonably disrupt GMACI’s business practices. The costs of such inspection and examination shall be borne by AmTrust; provided, however, that in the event that such inspection and examination reveals (y) an underpayment in excess of five percent (5%) of the amount actually paid, then GMACI shall promptly reimburse AmTrust for all costs and expenses associated in connection with such inspection audit including, without limitation, hotel and examination and pay the amount of any underpayment plus interest at the prime rate as reported in the Wall Street Journal or, in airfare expenses. iv. In the event that the Wall Street Journal is not available or no longer publishing the prime rateof an audit, Universal and/or UIP, as reported by an equivalent source as determined by AmTrustapplicable, from the original due date thereof; or (z) shall provide DW and its agents, employees and representatives with reasonable and suitable physical conditions in which to conduct such audit, including, without limitation, a material violation of the usage restrictionsdesk and chair, then GMACI shall promptly, in addition to any other rights adequate lighting and remedies that AmTrust may have, reimburse AmTrust for the out-of-pocket costs incurred by AmTrust in performing such inspectionsuitable ventilation, as well as payment for a copying machine with which to make copies. UIP shall cause each Subdistributor to comply with the time foregoing. v. Each of the personnel who performed such inspectionUniversal, UIP and DW shall use reasonable efforts to conduct any audit in an expeditious manner.