Common use of Audit Assistance Clause in Contracts

Audit Assistance. Each Party and its Subsidiaries are or may be subject to audit by Governmental Entities, such Party’s third party or internal auditor, such Party’s customers, or other Persons that are parties to contracts with such Party, in each case pursuant to applicable Law, contractual provision, or request of such Party’s board of directors (or its audit committee) (an “Auditing Entity”). If an Auditing Entity exercises its right to audit such first Party’s or any of its Subsidiary’s books, records, documents, accounting practices or procedures, internal controls and procedures, or operational, financial or legal practices and procedures, and such audit relates to the Services required to be provided to, or from, such first Party hereunder, upon written request of such first Party, the other Party shall, within a reasonable period of time, provide, at the sole cost and expense of such first Party, all assistance, records and access reasonably requested by such first Party in responding to such audits (including documents related to testing methodologies, test results, audit reports of significant findings, and remediation plans with respect to any deficiencies with respect to such other Party’s internal controls or procedures, and work papers of such other Party’s third party or internal auditor that relate to the matter being subject of such audit), to the extent that such assistance, records or access is within the reasonable control of such other Party. If an audit report of a Service Recipient’s third party or internal auditor relating to such audit identifies any deficiencies in a Service Provider’s internal controls and procedures directly related to a Service provided to such Service Recipient, such Service Provider shall, at the sole cost and expense of such Service Recipient, implement such reasonable changes to such Service to correct such deficiencies to ensure compliance with applicable Law in connection with such Service; provided, however, that if such correction is required for the compliance by both Parties with a Law applicable to both Parties, the Parties shall negotiate in good faith an equitable sharing of the costs and expenses associated with such correction.

Audit Assistance. Each Party and its Subsidiaries are or may be subject to audit by Governmental EntitiesAuthorities, such Party’s third party or internal auditor, such Party’s customers, or other Persons that are parties to contracts with such Party, in each case pursuant to applicable Applicable Law, contractual provision, or request of such Party’s board of directors (or its audit committee) (an “Auditing Entity”). If an Auditing Entity exercises its right to audit such first Party’s or any of its Subsidiary’s Subsidiaries’ books, records, documents, accounting practices or procedures, internal controls and procedures, or operational, financial or legal practices and procedures, and such audit relates to the Services required to be provided to, or from, such first Party hereunder, upon written request of such first Party, the other Party shall, within a reasonable period of time, provide, at the sole cost and expense of such first Party, all assistance, records and access reasonably requested by such first Party in responding to such audits (including documents related to testing methodologies, test results, audit reports of significant findings, and remediation plans with respect to any deficiencies with respect to such other Party’s internal controls or procedures, and work papers of such other Party’s third party or internal auditor that relate to the matter being subject of such audit), to the extent that such assistance, records or access is within the reasonable control of such other Party. If an audit report of a Service Recipient’s third party or internal auditor relating to such audit identifies any deficiencies in a Service Provider’s internal controls and procedures directly related to a Service provided to such Service Recipient, such Service Provider shall, at the sole cost and expense of such Service Recipient, implement such reasonable changes to such Service to correct such deficiencies to ensure compliance with applicable Applicable Law in connection with such Service; provided, however, that if such correction is required for the compliance by both Parties with a Law applicable to both PartiesApplicable Law, the Parties shall negotiate in good faith an equitable sharing of the costs and expenses associated with such correction.

Audit Assistance. Each Party and its Subsidiaries are or may be subject to audit by Governmental Entities, such Party’s third party or internal auditor, such Party’s customers, or other Persons that are parties to contracts with such Party, in each case pursuant to applicable Law, Law or contractual provision, or request of such Party’s board of directors (or its audit committee) provision (an “Auditing Entity”). If an Auditing Entity exercises its right to audit such first Party’s or any of its Subsidiary’s books, records, documents, documents or accounting practices and procedures pursuant to such applicable Law or procedures, internal controls and procedures, or operational, financial or legal practices and procedurescontractual provision, and such audit relates to the Services required to be provided to, or from, such first Party hereunder, upon written request of such first Party, the other Party shall, within a reasonable period of time, shall provide, at the sole cost and expense of such first Party, all assistance, records and access reasonably requested by such first Party in responding to such audits (including documents related to testing methodologies, test results, audit reports of significant findings, and remediation plans with respect to any deficiencies with respect to such other Party’s internal controls or procedures, and work papers of such other Party’s third party or internal auditor that relate to the matter being subject annual audits of such auditother Party), to the extent that such assistance, records or access is within the reasonable control of such other PartyParty and is directly related to such Services. If an audit report of In addition, a Service Recipient’s Recipient may request its third party or internal auditor relating to such perform an audit identifies any deficiencies in or review of a Service Provider’s internal controls and procedures directly related to a the Services required to be provided by such Service provided to Provider upon reasonable advance notice, and such Service Provider shall assist such Service Recipient’s third party or internal auditor in connection with such an audit or review, at the sole cost and expense of such Service Recipient. At the conclusion of such audit or review, such Service Provider shall, at the sole cost and expense of such Service Recipient, implement such reasonable changes to such Service the Services required to be provided by it hereunder to correct such deficiencies identified in the audit report to ensure compliance with applicable Law in connection with such Service; provided, however, that if such correction is required for the compliance by both Parties with a Law applicable to both Parties, the Parties shall negotiate in good faith an equitable sharing of the costs and expenses associated with such correctionServices.

Audit Assistance. Each Party and its Subsidiaries (each an “Audited Party”) are or may be subject to audit by Governmental Entities, such the Audited Party’s third party or internal auditor, such the Audited Party’s customers, or other Persons that are parties to contracts with such the Audited Party, in each case pursuant to applicable Law, contractual provision, or request of such the Audited Party’s board of directors (or its audit committee) (each an “Auditing Entity”). If an Auditing Entity exercises its right to audit such first an Audited Party’s or any of its Subsidiary’s books, records, documents, accounting practices or procedures, internal controls and procedures, or operational, financial or legal practices and procedures, and such audit relates to the Services required to be provided to, or from, such first the Audited Party hereunder, upon written request of such first the Audited Party, the other Party shall, within a reasonable period of time, provide, at the sole cost and expense of such first the Audited Party, all assistance, records and access reasonably requested by such first the Audited Party in responding to such audits (including documents related to testing methodologies, test results, audit reports of significant findings, and remediation plans with respect to any deficiencies with respect to such other Party’s internal controls or procedures, and work papers of such other Party’s third party or internal auditor that relate to the matter being subject of such audit), to the extent that such assistance, records or access is within the reasonable control of such other Party. If an audit report of a Service Recipientan Audited Party’s third party or internal auditor relating to such audit identifies any deficiencies in a Service Providerthe other Party’s internal controls and procedures directly related to a Service provided to such Service Recipientthe Audited Party, such Service Provider the other Party shall, at the sole cost and expense of such Service Recipientthe Audited Party, implement such reasonable changes to such Service to correct such deficiencies to ensure compliance with applicable Law in connection with such Service; provided, however, that if such correction is required for the compliance by both Parties with a Law applicable to both Parties, the Parties shall negotiate in good faith an equitable sharing of the costs and expenses associated with such correction.