Common use of Audit Terms Clause in Contracts

Audit Terms. The responsible party will be responsible for the cost of engaging any third-party auditor to conduct an audit. If the operator has commissioned an audit report which it offers to make available to the responsible party, the responsible party may only perform (or commission a third-party auditor to perform) its own audit if the responsible party, acting in good faith, is reasonably dissatisfied with the operator’s audit report. The responsible party must (and must ensure that their third-party auditor does): 9.4.1. coordinate timing and scope of audit with the operator, so as to limit impact on the operator’s services. 9.4.2. exclude the operator’s other customers’ data (including personal information) from the audit. 9.4.3. acquire the operator’s approval before using any tools or software on the operator’s infrastructure. 9.4.4. not include in the audit any sensitive data (including personal information, special personal information, or data that could harm the security of the services described in the principal agreement). 9.4.5. give the operator a reasonable opportunity to review the audit report and resolve any questions or issues of fact; and 9.4.6. keep the results of any audit confidential and not disclose them, unless otherwise required by law.