Common use of Audit Procedures Clause in Contracts

Audit Procedures. If either Party believes that Proprietary Information is not being handled in accordance with this Agreement, that Party shall try to resolve their concerns. Failing a resolution of these concerns, if either Party has a reasonable suspicion which shall be based on fact presented to the Party to be audited, that Information has been distributed or used contrary to this Agreement then the Party with such suspicion may require (at its own expense) an audit by a mutually agreed upon independent accounting firm. The audit will consist of (1) a review of the record keeping procedures and files of the receiving Party and the business unit where the Information is suspected to have been improperly transferred, (2) an interview with the program or product area manager who was the recipient of the Information in question, and (3) an interview with the program or product area manager who is suspected of having improperly transferred the Information. The result of the audit will be a report to both Parties that provides written findings as to whether the Proprietary Information was or was not used or distributed contrary to this Agreement. If Proprietary Information was used or distributed contrary to this Agreement: (1) the Party which improperly used or distributed the Information will, within 30 days after receipt of the report of written findings, take such mutually agreed upon actions as are necessary to prevent the other Party from being prejudiced or competitively harmed by such conduct; and (2) upon the expiration of the 30 day period and the failure to achieve mutually agreed upon actions, any Party harmed, or threatened with harm, by such conduct will be entitled to such relief as is appropriate to remedy the effect of such conduct.