Common use of Audit of Member’s Books and Records Clause in Contracts

Audit of Member’s Books and Records. LLC shall have the right to have its CPA Firm audit the books of account and other records of the Member pertaining to the Research Services provided to LLC and to audit all invoiced and reimbursed costs, in each case, for a period of twenty-four (24) months following the end of the calendar year in which such Research Services were rendered. Prior to commencing its audit, the CPA Firm shall execute a confidentiality agreement reasonably acceptable to the Member to protect the Member’s confidential information. Upon completing its audit, the CPA Firm shall issue a report itemizing disputed charges and the correct amounts that should have been charged together with supporting information. Member shall have fifteen (15) days to point out any alleged errors in the report. If any errors are alleged by Member, the CPA firm will thereafter have fifteen (15) days to consider the alleged errors and issue a final report. The Parties will accept the determination of the CPA Firm as reflected in the final report as binding and final. If the audit determines that either Party owes money to the other Party, the owing Party shall pay such amount to the other Party within ten (10) days of its receipt of the CPA Firm’s final report. The cost of the audit shall be borne by LLC unless the CPA Firm determines that the Member overcharged LLC by more than one hundred thousand dollars ($100,000), in the aggregate, in which case the Member shall pay for the audit.