Common use of Audit and Record Retention Clause in Contracts

Audit and Record Retention. 17.1 Upon request by Edison during the period in which this Agreement is in effect, and for a period of three years thereafter, Edison, or a third party designated by Edison for this purpose, may examine, inspect, or copy any or all of Contractor’s books, records, and documents that have been generated as a result of this Agreement or that contain information relating to this Agreement, in whatever form maintained, including without limitation, project-related records, accounting or compliance records, and any supporting documentation (such as records of Contractor’s business development and entertainment activities relating to Edison) (collectively, “Contractor Records”). Contractor will keep proper financial and accounting records, in accordance with generally accepted accounting practices consistently applied, and will maintain its other Contractor Records so as to capture relevant information about Contractor’s performance of the Services and its creation of Deliverables. Upon five days’ prior notice from Edison, Contractor will allow Edison and its designated representative(s) access to Contractor Records during normal business hours so Edison can audit the Contractor Records and will allow interviews of any employees who might reasonably have information related to the Contractor Records. In the event an audit discloses any material discrepancy in the amounts invoiced to Edison from those due, Contractor shall promptly refund any overpayment and reimburse Edison for all costs associated with the audit. Edison will not audit the component parts of the unit rate or fixed fee when particular Services or furnishing of Deliverables are performed on a unit price or fixed fee basis. 17.2 In addition to the audit rights in the immediately preceding subsection, if the relevant Purchase Order involves Special Conditions, then Edison has the right to conduct an audit of Contractor for adherence to the terms of the Cyber Policy not more than once per year; or more often upon notification or reasonable belief by Edison of any Cyber Incident as described in the policy, or as required to comply with regulatory requirements. Edison also has the right to audit any Contractor third party contractor/service provider upon notification of any Cyber Incident involving the third party contractor/service provider. Contractor will cooperate with any audit and require the cooperation of any third party contractor/service provider. Contractor shall also promptly notify Edison of any Service Organization Control (“SOC”) 2 Type II audit or Statement on Standards for Attestation Engagements (“SAES”) audit conducted within one year prior to the date of the relevant Purchase Order through the completion or termination of the Purchase Order. Edison encourages all suppliers to share the results of industry standard third party audit reports (e.g. SOC 2 Type II audits or SSAE 16 audits) in a timely manner. Where circumstances warrant in Edison’s reasonable judgment (e.g. independent security assessment), Edison may require Contractor to participate in annual security risk assessments of any security systems or environments which store, manage, process, or access Edison Confidential Information.

Audit and Record Retention. 17.1 Upon request by Edison EMS during the period in which this Agreement is in effect, and for a period of three years thereafter, EdisonEMS, or a third party designated by Edison EMS for this purpose, may examine, inspect, or copy any or all of Contractor’s books, records, and documents that have been generated as a result of this Agreement or that contain information relating to this Agreement, in whatever form maintained, including without limitation, project-related records, accounting or compliance records, and any supporting documentation (such as records of Contractor’s business development and entertainment activities relating to EMS or Edison) (collectively, “Contractor Records”). Contractor will keep proper financial and accounting records, in accordance with generally accepted accounting practices consistently applied, and will maintain its other Contractor Records so as to capture relevant information about Contractor’s performance of the Services Work and its creation of Deliverables. Upon five days’ prior notice from EdisonEMS, Contractor will allow Edison EMS and its designated representative(s) access to Contractor Records during normal business hours so Edison EMS can audit the Contractor Records and will allow interviews of any employees who might reasonably have information related to the Contractor Records. In the event an audit discloses any material discrepancy in the amounts invoiced to Edison EMS from those due, Contractor shall promptly refund any overpayment and reimburse Edison EMS for all costs associated with the audit. Edison EMS will not audit the component parts of the unit rate or fixed fee when particular Services Work or furnishing of Deliverables are performed on a unit price or fixed fee basis. 17.2 In addition to the audit rights in the immediately preceding subsection, if the relevant Purchase Order involves Special Conditions, then Edison EMS has the right to conduct an audit of Contractor for adherence to the terms of the Cyber Policy Requirements not more than once per year; or more often upon notification or reasonable belief by EMS or Edison of any Cyber Incident as described in the policytherein, or as required to comply with regulatory requirements. Edison EMS also has the right to audit any Contractor third party contractor/service provider upon notification of any Cyber Incident involving the third party contractor/service provider. Contractor will cooperate with any audit and require the cooperation of any third third-party contractor/service provider. . 18.3 Contractor shall also promptly notify Edison EMS of any Service Organization Control (“SOC”) 2 Type II audit or Statement on Standards for Attestation Engagements (“SAES”) audit conducted within one year prior to the date of the relevant Purchase Order through the completion or termination of the Purchase Order. Edison EMS encourages all suppliers to share the results of industry standard third party audit reports (e.g. SOC 2 Type II audits or SSAE 16 audits) in a timely manner. Where circumstances warrant in Edison’s reasonable judgment (e.g. independent security assessment), Edison may require Contractor to participate in annual security risk assessments of any security systems or environments which store, manage, process, or access Edison Confidential Information.

Audit and Record Retention. 17.1 18.1 Upon request by Edison Xxxxxx during the period in which this Agreement is in effect, and for a period of three years thereafter, Edison, or a third third-party designated by Edison Xxxxxx for this purpose, may examine, inspect, or copy any or all of ContractorImplementer’s books, records, and documents that have been generated as a result of this Agreement or that contain information relating to this Agreement, in whatever form maintained, including without limitation, project-project- related records, accounting or compliance records, and any supporting documentation (such as records of ContractorImplementer’s business development and entertainment activities relating to Edison) (collectively, “Contractor Implementer Records”). Contractor Implementer will keep proper financial and accounting records, in accordance with generally accepted accounting practices consistently applied, and will maintain its other Contractor Implementer Records so as to capture relevant information about ContractorImplementer’s performance of the Services Work and its creation of Deliverables. Upon five days’ prior notice from Edison, Contractor Implementer will allow Edison Xxxxxx and its designated representative(s) access to Contractor Implementer Records during normal business hours so Edison Xxxxxx can audit the Contractor Implementer Records and will allow interviews of any employees who might reasonably have information related to the Contractor Implementer Records. In the event an audit discloses any material discrepancy in the amounts invoiced to Edison from those due, Contractor Implementer shall promptly refund any overpayment and reimburse Edison for all costs associated with the audit. Edison will not audit the component parts of the unit rate or fixed fee when particular Services Work or furnishing of Deliverables are performed on a unit price or fixed fee basis. 17.2 In addition to the audit rights in the immediately preceding subsection, if the relevant Purchase Order involves Special Conditions, then 18.2 Edison has the right to conduct an audit of Contractor Implementer for adherence to the terms of the Cyber Policy Requirements not more than once per year; or more often upon notification or reasonable belief by Edison Xxxxxx of any Cyber Incident as described in the policytherein, or as required to comply with regulatory requirements. Edison Xxxxxx also has the right to audit any Contractor third Implementer third- party contractor/service provider upon notification of any Cyber Incident involving the third third-party contractor/service provider. Contractor Implementer will cooperate with any audit and require the cooperation of any third third-party contractor/service provider. Contractor . 18.3 Implementer shall also promptly notify Edison of any Service Organization Control (“SOC”) 2 Type II audit or Statement on Standards for Attestation Engagements (“SAES”) audit conducted within one year prior to the date of the relevant Purchase Order through the completion or termination of the Purchase Order. Edison Xxxxxx encourages all suppliers Implementers to share the results of industry standard third third-party audit reports (e.g. SOC 2 Type II audits or SSAE 16 audits) in a timely manner. Where circumstances warrant in Edison’s reasonable judgment (e.g. independent security assessment), Edison may require Contractor to participate in annual security risk assessments of any security systems or environments which store, manage, process, or access Edison Confidential Information.

Audit and Record Retention. 17.1 Upon request by Edison EMS during the period in which this Agreement is in effect, and for a period of three years thereafter, EdisonEMS, or a third party designated by Edison EMS for this purpose, may examine, inspect, or copy any or all of Contractor’s books, records, and documents that have been generated as a result of this Agreement or that contain information relating to this Agreement, in whatever form maintained, including without limitation, project-related records, accounting or compliance records, and any supporting documentation (such as records of Contractor’s business development and entertainment activities relating to EMS or Edison) (collectively, “Contractor Records”). Contractor will keep proper financial and accounting records, in accordance with generally accepted accounting practices consistently applied, and will maintain its other Contractor Records so as to capture relevant information about Contractor’s performance of the Services and its creation of Deliverables. Upon five days’ prior notice from EdisonEMS, Contractor will allow Edison EMS and its designated representative(s) access to Contractor Records during normal business hours so Edison EMS can audit the Contractor Records and will allow interviews of any employees who might reasonably have information related to the Contractor Records. In the event an audit discloses any material discrepancy in the amounts invoiced to Edison EMS from those due, Contractor shall promptly refund any overpayment and reimburse Edison EMS for all costs associated with the audit. Edison EMS will not audit the component parts of the unit rate or fixed fee when particular Services or furnishing of Deliverables are performed on a unit price or fixed fee basis. 17.2 In addition to the audit rights in the immediately preceding subsection, if the relevant Purchase Order involves Special Conditions, then Edison EMS has the right to conduct an audit of Contractor for adherence to the terms of the Cyber Policy not more than once per year; or more often upon notification or reasonable belief by EMS or Edison of any Cyber Incident as described in the policy, or as required to comply with regulatory requirements. Edison EMS also has the right to audit any Contractor third party contractor/service provider upon notification of any Cyber Incident involving the third party contractor/service provider. Contractor will cooperate with any audit and require the cooperation of any third party contractor/service provider. Contractor shall also promptly notify Edison EMS of any Service Organization Control (“SOC”) 2 Type II audit or Statement on Standards for Attestation Engagements (“SAES”) audit conducted within one year prior to the date of the relevant Purchase Order through the completion or termination of the Purchase Order. Edison EMS encourages all suppliers to share the results of industry standard third party audit reports (e.g. SOC 2 Type II audits or SSAE 16 audits) in a timely manner. Where circumstances warrant in EdisonEMS’s reasonable judgment (e.g. independent security assessment), Edison EMS may require Contractor to participate in annual security risk assessments of any security systems or environments which store, manage, process, or access Edison Confidential Information.