Audit by Customer Sample Clauses
Audit by Customer. Customer may audit Flexera for the purpose of verifying Flexera’s compliance with the terms of this Agreement. Audits performed subject to this Section will (i) only be performed during the term of this Agreement, (ii) require prior written notice of at least thirty (30) days, (iii) be conducted during regular business hours, (iv) not unreasonably interfere with Flexera’s business activities,
Audit by Customer. Customer may audit Revenera for the purpose of verifying Revenera’s compliance with the terms of this Agreement. Audits performed subject to this Section will (i) only be performed during the term of this Agreement, (ii) require prior written notice of at least thirty (30) days, (iii) be conducted during regular business hours, (iv) not unreasonably interfere with Revenera’s business activities, (v) be conducted no more than once per year, (vi) not be related to security or privacy, which are covered separately under this Agreement or the DPA; and (vii) only cover the immediately preceding two (2) years.
Audit by Customer. Customer (or its third party independent auditors) may audit Temporal's compliance with the security measures set out in the Temporal Security Policy and Privacy Guidelines. Any such audit: (i) will be subject to Customer giving reasonable prior written notice to Temporal, and not conducted more than once per calendar year; (ii) will be performed at Customer's sole expense; and (iii) will be carried out by Customer in such a way as to mitigate any disruption to Temporal's business.
Audit by Customer. Customer will, (i) be provided quarterly access to information generated by Microsoft’s regular monitoring of security, privacy, and operational controls in place to afford you an ongoing view into the effectiveness of such controls, (ii) be provided a report mapping compliance of the IRS 1075 Covered Services with NIST 800-53 or successor controls, (iii) upon request, be afforded the opportunity to communicate with Microsoft’s subject matter experts for clarification of the reports identified above, and (iv) upon request, and at Customer’s expense, be permitted to communicate with Microsoft’s independent third party auditors involved in the preparation of audit reports. Notwithstanding anything to the contrary in Attachment 1, Customer will use this information above to satisfy any inspection requirements under IRS Publication 1075 and agrees that the audit rights described in this section are the sole rights to be provided in full satisfaction of any audit that may otherwise be requested by the IRS or the Customer. Notwithstanding anything to the contrary in Attachment 1, Microsoft will not grant any inspection rights to the IRS or access to Microsoft data centers or other facilities that may cause Microsoft to be non-compliant with its contractual obligations under FedRAMP, ISO 27001/27018, other US Government security related operations, or its internal security policies.
Audit by Customer. UKG shall demonstrate appropriate technical and organizational measures to Customer throughout the term. Customer may exercise such audit right either personally or by appointing a third party that is bound by appropriate obligations of confidentiality and acceptable to UKG. Customer may exercise such audit right on an annual basis with reasonable notice. Any such audits shall be limited to a robust customer due diligence package consisting of details on UKG’ information security/risk practices, examination of the results of the annual AICPA SSAE 18 SOC 1 and SOC 2 Type II audits conducted by an independent third party, executive summaries of the annual penetration test results or verification of such testing through the SOC 2 report, and reasonable access to knowledgeable personnel to discuss the controls in place, including a meeting at UKG corporate headquarters. In the event Customer requests support or information beyond the content described above, then, upon customer’s audit request, the Parties will mutually agree on the terms of the audit plan, which shall include details regarding the scope, duration, fees, and scheduling of the audit. In no event shall Customer or its designees be permitted to access UKG systems, network servers, scan summaries or activities logs.
Audit by Customer. Customer may audit Flexera for the purpose of verifying Flexera’s compliance with the terms of thisAgreement. Audits performed subject to this Section will (i) only be performed during the term of this Agreement, (ii) require prior written notice of at least thirty (30) days, (iii) be conducted remotely and during regular business hours, (iv) not unreasonably interfere with Flexera’s business activities, (v) be conducted no more than once per year, (vi) not be related to security or privacy, which are covered separately under this Agreement or the DPA; and (vii) only cover the immediately preceding two (2) years.
Audit by Customer. During the term of this Agreement, Customer has the right to carry out compliance and cGMP Regulations audits on the Facility, as set forth in the Quality Agreement. Any additional audit day not foreseen in the Quality Agreement will be charged [***] per audit day (except for-cause audits). Access shall be granted during normal business hours only and upon three (3) months prior written notice. Limit on number of auditors (2) and number of days (2) for pre-planned audit. If in either party’s reasonable opinion, additional auditors or days are needed, the parties will discuss in good faith any increase in auditors or days.
Audit by Customer. Customer (or its third-party independent auditors) may audit Brightidea’s compliance with the security measures set out in Attachment A - Technical and Organizational Data Security Measures. Any such audit: (i) will be subject to Customer giving reasonable prior written notice to Brightidea;
Audit by Customer. Once each Contract Year during the term of this Agreement, upon 30 days’ written notice to Epiq Scripts, Customer may conduct an audit of Epiq Scripts’ records necessary to support its charges to Customer, provided that the audit shall (1) not unreasonably disturb Epiq Scripts’ business operations, and (2) be limited to an audit period of two years prior to the audit date. If Customer uses a third party to conduct the audit, (1) Epiq Scripts shall have the right to approve the third-party auditor, which approval shall not be unreasonably withheld, conditioned or delayed, and (2) Customer shall cause the third party auditor to sign a confidentiality agreement under terms and conditions which protect Epiq Scripts’ Proprietary Information to the same or greater degree as Customer is required to protect the information by this Agreement, and a Health Insurance Portability and Accountability Act of 1996 (HIPAA)-compliant business associate agreement. “Contract Year” shall mean each twelve (12) month period beginning on September 1, 2022 and continuing each twelve (12) month period thereafter until the end of the Term (provided that in the event the Term ends prior to the end of the last twelve (12) month period, such last Contract Year shall be the pro rata portion of the last twelve (12) month period.