Audit Frequency and Process Sample Clauses

Audit Frequency and Process. DRM Provider shall request and obtain a security audit of the DRM (1) upon request of DECE if (a) DECE reasonably believes there is a vulnerability in the DRM or the procedures and operations of the DRM Provider relative to the DRM that will have a material and adverse effect on the integrity or security of the Ecosystem or Licensed Content and (b) the DRM Provider was notified by DECE of such perceived vulnerability and failed to respond in a manner reasonably acceptable to DECE, and (2) upon request of DECE during the fifth year of the Initial Term of this Agreement as a condition for DECE’s consideration of whether to renew this Agreement beyond the Initial Term. As part of the request in (1), above, DECE shall consider in good faith considerthe views expressed by DRM Provider with respect to such potential vulnerability, including any information that DRM Provider makes available to DECE regarding the potential impact due to such alleged vulnerability, 5 Open Issue – Should DRM Provider have the right to terminate in the event of a disputed past change, rather than having to reverse the change? proposed cure and/or the requested security audit, including, without limitation, the potential impact of such alleged vulnerability, proposed cure and/or requested security audit on DRM Provider and its licensees and UsersDRM Licensees. For any audits required under this Section 4.2.1, DRM Provider shall retain an independent third-party auditor (“Auditor”) to conduct, during normal business hours, an audit of the relevant security records or logs pertaining to DRM Provider, for the sole purpose of evaluating the security of the DRM and the procedures and operations of the DRM Provider relative to the DRM. DECE shall provide a list of three independent auditors approved by DECE from which DRM Provider may select an Auditor. DRM Provider shall pay the Auditor’s fees and expenses.6
Sample 1
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Related to Audit Frequency and Process

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  • Audit Cooperation In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

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