Access and Remedy. The County, or the County’s Auditors (provided that any external third party Auditors have executed an appropriate nondisclosure agreement), shall be granted access to the aforesaid records for the purpose of verifying the accuracy of Vendor’s invoicing and contractual compliance, during normal business hours, upon reasonable notice to Vendor and in such a manner so as not to interfere with Vendor’s operations and, in no event, more than once in any rolling twelve (12) month period. All such verifications, notwithstanding anything to the contrary elsewhere in this Agreement, shall not include access to proprietary or confidential information except to the extent necessary to confirm the accuracy of Vendor’s invoices or the extent of Vendor’s legal and contractual compliance, nor, in any event, information that would require Vendor to disclose its underlying actual internal costs to provide the Services, but excluding the actual fees charged and invoiced to County. Nevertheless, subject to such limitations, during such hours and with such advance notice, and subject to the limits set forth in Section 18.2 below regarding access to Vendor’s cost data, Vendor shall grant the County and its representatives full and complete access to the relevant portion of Vendor’s books, records, documents, data, or information, and, with the prior consent of Vendor (which will not be unreasonably withheld or delayed), access to relevant Vendor Personnel, as they relate to amounts invoiced, invoices submitted, or the extent of Vendor’s compliance with this Agreement, or as such access to personnel, books, records, documents, data, and information may be required in order for the County to ascertain any facts relevant to determining the accuracy of Vendor’s invoicing hereunder, including facts with regard to verification of Fees (and components and calculations thereof). In the event that any such verification reveals an overcharge (net of any undercharges) to the County with respect to the Fees, then: (a) Vendor shall promptly refund such overcharge or issue to the County a credit for such overcharge; (b) if such overcharge represents, as to any invoice, more than five percent (5%) of the amounts that the County should have been charged under such invoice, then Vendor shall promptly issue to the County a credit for, the cost of such audit; and (b) Vendor shall fully cooperate with appropriate County personnel, or the County’s Auditors, in reviewing, evaluating, and, to the e...
Access and Remedy. Client, or Client’s Auditors (provided that any external third party Auditors have executed an appropriate nondisclosure agreement), shall be granted access to the aforesaid records for the purpose of verifying the accuracy of Provider’s invoicing and contractual compliance, during normal business hours, upon reasonable notice to Provider and in such a manner so as not to interfere with Provider’s operations and, in no event, more than once in any rolling twelve (12) month period. All such audits and verifications, notwithstanding anything to the contrary elsewhere in this Agreement, shall not include access to Provider proprietary or confidential information except to the extent necessary to confirm the accuracy of Provider’s invoices or the extent of Provider’s legal and contractual compliance, nor, in any event, information that would require Provider to disclose its underlying actual internal costs to provide the Services, but excluding the actual fees charged and invoiced to Client. Subject to the foregoing and the limits set forth in Section 18.2 below, Provider shall grant Client and its representatives full and complete access to the relevant portion of Provider’s books, records, documents, data, or information, and, with the prior consent of Provider (which will not be unreasonably withheld or delayed), access to relevant Provider Personnel, as they relate to amounts invoiced, invoices submitted, or the extent of Provider’s compliance with this Agreement, or as such access to personnel, books, records, documents, data, and information may be required in order for Client to ascertain any facts relevant to determining the accuracy of Provider’s invoicing hereunder, including facts with regard to verification of Fees (and components and calculations thereof).
Access and Remedy. The County, or the County’s Auditors (provided that any external third party Auditors have executed an appropriate nondisclosure agreement), shall be granted access to the aforesaid records for the purpose of verifying the accuracy of Contractor’s invoicing and contractual compliance, during normal business hours, upon reasonable notice to Contractor and in such a manner so as not to interfere with Contractor’s operations. All such verifications, notwithstanding anything to the contrary elsewhere in this Agreement, shall not include access to proprietary or confidential information except to the extent necessary to confirm the accuracy of Contractor’s invoices or the extent of Contractor’s legal and contractual compliance. Nevertheless, subject to such limitations, during such hours and with such advance notice, and subject to the limits set forth in Section 15.2 below regarding access to Contractor’s cost data, Contractor shall grant the County and its representatives full and complete access to the relevant portion of Contractor’s books, records, documents, data, or information, and, with the prior consent of Contractor (which will not be unreasonably withheld or delayed), access to relevant Contractor Personnel, as they relate to amounts invoiced, invoices submitted, or the extent of Contractor’s compliance with this Agreement, or as such access to personnel, books, records, documents, data, and information may be required in order for the County to ascertain any facts relevant to determining the accuracy of Contractor’s invoicing hereunder, including facts with regard to verification of Fees (and components and calculations thereof). In the event that any such verification reveals an overcharge (net of any undercharges) to the County with respect to the Fees, then:
Access and Remedy. Each Service Recipient, or each Service Recipient’s Auditors, who shall not be direct competitors of GMS, shall be granted access to the aforesaid records for the purpose of verifying the accuracy of GMS’ invoicing and contractual compliance, upon at least thirty (30) days advance notice to GMS and in such a manner so as not to interfere with GMS’ operations. All such audits and verifications, notwithstanding anything to the contrary elsewhere in this Agreement, shall not include access to GMS, any GMS Affiliate’s or Subcontractor’s Confidential Information except to the extent necessary to confirm the accuracy of GMS’ invoices or the extent of GMS’ legal and contractual compliance. Subject to the foregoing, GMS shall grant each Service Recipient and its representatives commercially reasonable access to the relevant portion of GMS’ books, records, documents, data, or information, and, with the prior consent of GMS (which will not be unreasonably withheld, conditioned or delayed), access to relevant GMS personnel, as they relate to amounts invoiced, invoices submitted, or the extent of GMS’ compliance with this Agreement, or as such access to personnel, books, records, documents, data, and information may be required (excluding any internal costs or other customer information) in order for each Service Recipient to ascertain any facts relevant to determining the accuracy of GMS’ invoicing hereunder, including facts with regard to verification of Fees (and components and calculations thereof).
Access and Remedy. Subject to Section 18.5, the Client, or the Client’s Auditors, shall be granted access to the aforesaid records for the purpose of verifying the accuracy of Vendor’s invoicing and contractual compliance. No such verifications, notwithstanding anything to the contrary elsewhere in this Agreement, shall include access to proprietary or confidential information except to the extent necessary to confirm the accuracy of Vendor’s invoices or the extent of Vendor’s legal and contractual compliance. Nevertheless, subject to foregoing limitations, during such hours and with such advance notice, and subject to the limits set forth in Section 18.2 below regarding access to Vendor’s cost data, Vendor shall grant the Client and its representatives full and complete access to the relevant portion of Vendor’s books, records, documents, data, or information, and, with the prior consent of Vendor (which will not be unreasonably withheld or delayed), access to relevant Vendor Personnel, as they relate to amounts invoiced, invoices submitted, or the extent of Vendor’s compliance with this Agreement, or as such access to personnel, books, records, documents, data, and information may be required in order for the Client to ascertain any facts relevant to determining the accuracy of Vendor’s invoicing hereunder, including facts with regard to verification of Fees (and components and calculations thereof). In the event that any such verification reveals an overcharge (net of any undercharges) to the Client with respect to the Fees, then: (a) Vendor shall promptly refund such overcharge or issue to the Client a credit for such overcharge; and, (b) if such overcharge represents, as to any invoice, more than five percent (5%) of the amounts that the Client should have been charged under such invoice, then Vendor shall promptly refund to the Client, or issue to the Client a credit for, the reasonable cost of such audit.
