Common use of AUDITS AND EXAMINATIONS Clause in Contracts

AUDITS AND EXAMINATIONS. As used herein Audit shall mean a comprehensive review of billing performed under this Agreement. Either Party (the Requesting Party) may perform one (1) Audit per 12-month period commencing with the Approval Date. Both parties reserve the right to measure and audit all traffic to ensure that proper rates are being applied appropriately. Both parties agree to provide the necessary traffic data for sampling purposes in conjunction with any such audit. 6.4.1. Upon thirty (30) days written notice by the Requesting Party to the Audited Party, the Requesting Party shall have the right through its authorized representative to conduct an Audit, during normal business hours, of any records, accounts and processes which contain information bearing upon the billing of the services provided under this Agreement. Within the above-described 30-day period, the Parties shall reasonably agree upon the scope and duration of the Audit, the documents and processes to be reviewed, and the time, place and manner in which the Audit shall be performed. Audited Party agrees to provide Audit support, including appropriate access to and use of the Audited Party’ facilities (e.g. conference rooms, telephones, copying machines, etc.). 6.4.2. Each party shall bear its own expenses in connection with the conduct of the Audit. The reasonable cost of special data extraction required by the Requesting Party to conduct the Audit will be paid by the Requesting Party. For purposes of this Section, a Special Data Extraction shall mean the creation of an output record or informational report (from existing data files) that is not created in the normal course of business. If any program is developed to the Requesting Party’s specifications and at Requesting Party’s expense, Requesting Party may specify at the time of the request that it shall have the right to retain the program solely for reuse for any subsequent Audit. 6.4.3. Within thirty (30) days of the receipt of the final Audit Report, any adjustments, credits or payments shall be made and any corrective action shall commence to compensate for any errors or omissions which are disclosed by such Audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twelve (12) months from the date of the final Audit Report. 6.4.4. Neither the right to audit nor the right to receive an adjustment shall be affected by any statement to the contrary appearing on checks or otherwise, unless such statement expressly waiving such right appears in writing, signed by an authorized representative of the Party having such right. 6.4.5. This Section shall survive expiration or termination of this Agreement for a period of one (1) year after expiration or termination of this Agreement.

AUDITS AND EXAMINATIONS. 23.1 As used herein Audit shall mean applicable consistent with the provision of the relevant services or functions by a comprehensive review Party under this Agreement, each Party may audit the other Party’s books, records and documents for the purpose of billing performed evaluating the accuracy of the other Party’s bills and performance reports rendered under this Agreement. Either Such audits may be performed no more than a total of four (4) times in a calendar year nor more often than once every nine (9) months for a specific subject matter area; provided, that particular subject matter audits may be conducted more frequently (but no more frequently than once in each calendar quarter) if the immediately prior audit for such area found previously uncorrected net inaccuracies or errors in billing or performance reporting in favor of the audited Party having an aggregate value of at least five percent (5%) of the Requesting amounts payable by the auditing Party) may perform one (1) Audit per 12-month , or statistics reportable by the audited Party, relating to services provided by the audited Party during the period commencing with covered by the Approval Date. Both parties reserve the right to measure and audit all traffic to ensure that proper rates are being applied appropriately. Both parties agree to provide the necessary traffic data for sampling purposes in conjunction with any such audit. 6.4.123.2 In addition to the audits described in Section 23.1, each Party may audit the other Party’s books, records and documents for the purpose of evaluating compliance with CPNI where the audited Party has access to CPNI in the custody of the auditing Party pursuant to this Agreement. Upon thirty Such CPNI audits must be performed in a minimally disruptive fashion, and an audited Party may bring objections to the Commission, if the audits are unnecessarily intrusive and the Parties cannot resolve their disputes. Such CPNI audits may not be performed more frequently than annually; provided, however, that the frequency of CPNI audits may be increased to quarterly if violations of a Party’s CPNI obligations exceeds five percent (305%) of the audit sample. 23.3 The auditing Party may employ other persons or firms for this purpose. Such audit shall take place at a time and place agreed on by the Parties; provided, that the auditing Party may require that the audit commence no later than sixty (60) days written after the auditing Party has given notice by of the Requesting Party audit to the Audited other Party, the Requesting . 23.4 The audited Party shall have promptly correct any error that is revealed in a billing audit, including back-billing of any underpayments and making a refund, in the right through its authorized representative to conduct an Audit, during normal business hoursform of a billing credit, of any records, accounts over-payments. Such back-billing and processes which contain information bearing refund shall appear on the audited Party’s bill no later than the bill for the third full billing cycle after the Parties have agreed upon the billing accuracy of the services provided under this Agreement. Within audit results. 23.5 Each Party shall cooperate fully in any audits required hereunder, providing reasonable access to any and all employees, books, records and documents, reasonably necessary to assess the above-described 30-day period, the Parties shall reasonably agree upon the scope and duration accuracy of the Auditaudited Party’s bills or performance reports, the documents and processes to be reviewedor compliance with CPNI obligations, and the time, place and manner in which the Audit as appropriate. 23.6 Audits shall be performed. Audited Party agrees to provide Audit support, including appropriate access to and use of performed at the Audited Party’ facilities (e.g. conference rooms, telephones, copying machines, etc.). 6.4.2. Each party shall bear its own expenses in connection with the conduct of the Audit. The reasonable cost of special data extraction required by the Requesting Party to conduct the Audit will be paid by the Requesting Party. For purposes of this Section, a Special Data Extraction shall mean the creation of an output record or informational report (from existing data files) that is not created in the normal course of business. If any program is developed to the Requesting Party’s specifications and at Requesting auditing Party’s expense, Requesting Party may specify at provided that there shall be no charge for reasonable access to the time of audited Party’s employees, books, records and documents necessary to conduct the request that it shall have the right to retain the program solely audits provided for reuse for any subsequent Audithereunder. 6.4.3. Within thirty (30) days of 23.7 Books, records, documents, and other information, disclosed by the receipt of audited Party to the final Audit Reportauditing Party or the Auditing Party’s employees, any adjustmentsagents or contractors in an audit under this Section 23, credits or payments shall be made and any corrective action shall commence deemed to compensate for any errors or omissions which are disclosed by such Audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twelve (12) months from the date of the final Audit ReportConfidential Information under Section 22. 6.4.4. Neither the right to audit nor the right to receive an adjustment shall be affected by any statement to the contrary appearing on checks or otherwise, unless such statement expressly waiving such right appears in writing, signed by an authorized representative of the Party having such right. 6.4.5. 23.8 This Section 23 shall survive expiration or termination of this Agreement for a period of one two (12) year years after expiration or termination of this Agreement.

AUDITS AND EXAMINATIONS. 5.1. As used herein Audit "Audit" shall mean a comprehensive review of billing services performed under this Agreement. Either Party (the “Requesting Party”) may perform one (1) Audit per 12-month period commencing with the Approval Effective Date. Both parties reserve the right to measure and audit all traffic to ensure that proper rates are being applied appropriately. Both parties agree to provide the necessary traffic data for sampling purposes in conjunction with any such audit. 6.4.15.2. Upon thirty (30) days written notice by the Requesting Party to the other “Audited Party, the ,” Requesting Party shall have the right through its authorized representative to conduct make an Audit, during normal business hours, of any records, accounts and processes which contain information bearing upon the billing provision of the services provided and performance standards agreed to under this Agreement. Within the above-described 30-day period, the Parties shall reasonably agree upon the scope and duration of the Audit, the documents and processes to be reviewed, and the time, place and manner in which the Audit shall be performed. Audited Party agrees to provide Audit support, including appropriate access to and use of the Audited Party’ ’s facilities (e.g. e.g., conference rooms, telephones, copying machines, etc.). 6.4.25.3. Each party Party shall bear its own expenses in connection with the conduct of the Audit. The reasonable cost of special data extraction required by the Requesting Party to conduct the Audit will be paid for by the Requesting Party. For purposes of this SectionSection 5.3, a Special Data Extraction "special data extraction" shall mean the creation of an output record or informational report (from existing data files) that is not created in the normal course of business. If any program is developed to the Requesting Party’s specifications and at Requesting Party’s expense, Requesting Party may shall specify at the time of the request that it shall have the right to retain whether the program solely is to be retained by Audited Party for reuse for any subsequent Audit. 6.4.35.4. Within thirty (30) days of the receipt of the final Audit Report, any adjustmentsAdjustments, credits or payments shall be made and any corrective action shall commence within thirty (30) days from Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such Audit and are agreed to by the Parties. Audit findings may One and one-half percent (1.5 %) or the highest interest rate allowable by law for commercial transactions, whichever is lower, shall be applied retroactively for no more than twelve (12) months assessed and shall be computed by compounding monthly from the date time of the final Audit Reporterror or omission to the day of payment or credit. 6.4.45.5. Neither the right to audit nor the right to receive an adjustment shall be affected by any statement to the contrary appearing on checks or otherwise, unless such a statement expressly waiving such right appears in writing, is signed by an authorized representative of the Party having such rightright and is delivered to the other Party in a manner sanctioned by this Agreement. 6.4.55.6. This Section 5 shall survive expiration or termination of this Agreement for a period of one (1) year after expiration or termination of this Agreement.

AUDITS AND EXAMINATIONS. As used herein An Audit shall mean is a comprehensive review of the accounting and billing performed records of the other Party directly relating to the Billing and Collection Services purchased under this Agreement for the purpose of verifying the accuracy and completeness of the records and compliance with the terms of this Agreement. Either An Examination is a limited review of the accounting and billing records of the other Party (directly relating to one specific component of the Requesting Party) may Billing and Collection Services purchased under this Agreement for the purpose of verifying the accuracy and completeness of the records and compliance with the terms of this Agreement as to that component. An Examination is limited to one SWBT XXX or one data center. Customer Audits and Examinations The Customer will have the right to perform one (1) Audit per 12-month period commencing with during the Approval Dateterm of this Agreement. Both parties reserve In addition, the Customer will have the right to measure and audit all traffic to ensure that proper rates are being applied appropriatelyperform one (1) Examination annually if desired. Both parties agree to provide the necessary traffic data for sampling purposes in conjunction with any such audit. 6.4.1. Upon thirty (30) days written notice by the Requesting Party to the Audited PartyAuditable Components During an Audit or Examination, the Requesting Party shall Customer, or its authorized representative will have the right through its authorized representative to conduct an Auditreview, during normal business hoursunder recognized accounting practices, of any records, accounts SWBT systems that perform Billing and processes Collections functions and SWBT's accounting and billing records which contain information bearing upon the billing following auditable components: (1) the amounts being billed to the Customer’s end user by SWBT, as part of its provision of Billing and Collection Services, or (2) the charges to the Customer for services provided by SWBT pursuant to this Agreement and 3) the amounts identified as the Customer's for unbillables, uncollectibles, taxes and adjustments. The Customer does not have the right to audit or examine SWBT's methods, practices or procedures relating to these components. Specifically, the Customer does not have the right to audit or examine SWBT's decision and the time frame within which such decision is made to issue or not issue an adjustment, to deny or not deny local service for the non payment of the services Customer's charges, to write off a Customer's charge as uncollectible or unbillable or to pursue or not pursue collection of the Customer's charges. SWBT Audits and Examinations SWBT or its authorized representative will have the right to perform one (1) Audit during the term of this Agreement and one (1) Examination annually of the Customer. Auditable Components During an Audit or Examination SWBT, or its authorized representative will have the right to review such source documents, systems, records, and procedures as may under recognized accounting practices contain information bearing upon 1) the verification of data substantiating that SWBT has in fact been provided under with annual percentages of the Customer’s xxxxxxxx as set forth in Schedule I of this Principal Agreement or 2) that the Customer’s xxxxxxxx and performance obligations with SWBT comply with the terms of this Agreement. Within Terms and Conditions The Audits or Examinations will be conducted by the above-described 30-day periodCustomer’s or SWBT’s authorized representative, the Parties shall reasonably agree at a location mutually agreed upon the scope by both Parties. Audits and duration of the Audit, the documents and processes to Examinations will be reviewed, and the time, place and manner in which the Audit shall be performedconducted during normal business hours. Audited Party agrees to provide Audit support, including appropriate access to and use of the Audited Party’ facilities (e.g. conference rooms, telephones, copying machines, etc.). 6.4.2. Expenses Each party shall will bear its own expenses in connection with the conduct of the Auditperforming an Audit or Examination. The reasonable cost of However, special data extractions and any requested extraction required by the Requesting Party to conduct the Audit of commingled information will be paid for by the Requesting Partyrequesting party. For purposes of this Sectionsubsection, a Special Data Extraction “special data extraction” shall mean the creation of an output record or informational report (record, from existing data files) , that is not normally created (by the party being audited/examined) from software programs that are currently resident of the production program library. In the event that the Customer requests SWBT to develop an Audit or Examination type software program(s), the cost for such program development and CPU time will be paid by the Customer at rates and charges as specified in the normal course of businessSchedule II, attached hereto. If SWBT is the requesting party for a special data extraction from the Customer, the Customer’s necessary program development and CPU time will be paid by SWBT at rates equal to those specified in Schedule II. In either event, the party developing the software will provide the other party all documentation of said program(s) at the conclusion of the Audit or Examination. The party receiving the program(s) may retain same for use in later Audits or Examinations; however, any program is developed necessary modification will involve additional cost to the Requesting Party’s specifications requesting party. Confidential Information Any authorized representative of either party engaged in an Audit or Examination must sign a joint non-disclosure agreement with the Customer and at Requesting Party’s expense, Requesting Party may specify at the time SWBT. All information received or reviewed by either party or authorized representative is considered proprietary and subject to Exhibit A. Its use will be limited to: Performance of the request that it Audit or Examination; Preparation of any report(s) for the sole purpose of providing Audit or Examination results, and the resolution of its findings, to the Customer, SWBT or their respective authorized representative; Preparation and resolution of claims; and No other purpose unless agreed to in writing by the Customer and SWBT. Written Notification and Time Frame Requirements The party requesting an Audit or Examination will provide written notification of its intent to perform an Audit or Examination to the other party at a minimum of forty-five (45) calendar days before the desired start date. Such notice shall have be directed in accordance with Section XII of this Agreement. This written notification must include, at a minimum: The specific subject of the right Audit or Examination; The start date of the Audit or Examination; The scope of the Audit or Examination; The requested location(s) for performing on-site activities. Location(s) will be mutually agreed upon by the parties with approval of a location not to retain be unreasonably denied; and The names, addresses and telephone numbers of representatives from the program solely for reuse for any subsequent Audit. 6.4.3requesting party expected to conduct the Audit or Examination. Within thirty fifteen (3015) calendar days of receipt of the above- described notification, the party receiving same shall acknowledge its receipt and may at that time, for good and reasonable cause, change the Audit or Examination start date to a mutually agreed-upon date. No more than one (1) Audit or Examination of a party may take place at one time, if the simultaneous audits or examinations would involve the same audited party’s functional group(s). Within forty-five (45) calendar days of an Audit or Examination’s conclusion, the party conducting same shall provide to the other party a final report, in writing, identifying any deficiencies found and documenting any claims associated with the Audit or Examination. In the event this time frame cannot be met, the party conducting the Audit or Examination will so advise the other party and the two Parties will mutually agree upon an extension. Upon receipt of a final report, the audited/examined party will investigate all findings and claims. After investigation, the audited/examined party will provide a response, in writing, within forty-five (45) calendar days of receipt of the final Audit Reportreport. In the event this time frame cannot be met, any adjustmentsthe two parties will mutually agree upon an extension. This report will detail the audited/examined party’s investigative actions, credits or payments shall be made and any corrective action shall commence to compensate for any errors or omissions which are disclosed by such Audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twelve (12) months from the date resolve that one of the final Audit Report. 6.4.4. Neither the right to audit nor the right to receive an adjustment shall be affected by any statement to the contrary appearing on checks or otherwise, unless such statement expressly waiving such right appears in writing, signed by an authorized representative of the Party having such right. 6.4.5. This Section shall survive expiration or termination of this Agreement for a period of one following is true: (1) year after expiration no settlement is due, (2) a settlement is due to the Customer from SWBT or termination (3) a settlement is due to SWBT from the Customer. The party conducting the Audit or Examination will either concur or object to the response within forty‑five (45) calendar days of receipt of other’s written response. Should settlement be agreed upon, payment will be made in accordance with Exhibit B, Section 3 of this Agreement.

AUDITS AND EXAMINATIONS. 8.1. Each Party to this Agreement will be responsible for the accuracy and quality of its data as submitted to the other Party involved. Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party, at its own expense, may audit the other Party’s books, records and other documents directly related to billing and invoicing once in any twelve (12) month period for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. As used herein Audit "Audit" shall mean a comprehensive review of billing services performed under this Agreement. Either Party party (the “Requesting Party”) may perform one (1) Audit per twelve (12-) month period commencing with the Approval Effective Date, with the assistance of the other Party, which will not be unreasonably withheld. Both parties reserve The Audit period will include no more than the right to measure and audit all traffic to ensure that proper rates are being applied appropriately. Both parties agree to provide preceding twelve (12) month period as of the necessary traffic data for sampling purposes in conjunction with any such auditdate of the Audit request. 6.4.18.2. Upon thirty (30) days written notice by the Requesting Party to the Audited Party, the Requesting Party shall have the right through its authorized representative to conduct make an Audit, during normal business hours, of any records, accounts and processes which contain information bearing upon the billing and invoicing of the services provided under this Agreement. Within the above-described thirty (30-) day period, the Parties shall reasonably agree upon the scope and duration of the Audit, the documents and processes to be reviewed, and the time, place and manner in which the Audit shall be performed. Audited Party agrees to provide Audit support, including appropriate access to and use of the Audited Party’ ’s facilities (e.g. e.g.: conference rooms, telephones, copying machines, etc.). 6.4.28.3. Each party shall bear its own expenses in connection with the conduct of the Audit. The Requesting Party will pay for the reasonable cost of special data extraction required by the Requesting Party to conduct the Audit will be paid by the Requesting PartyAudit. For purposes of this Section§ 8.3, a "Special Data Extraction Extraction" shall mean the creation of an output record or informational report (from existing data files) that is not created in the normal course of business. If any program is developed to the Requesting Party’s specifications and at Requesting Party’s expense, Requesting Party may shall specify at the time of the request that it shall have the right to retain whether the program solely is to be retained by Audited party for reuse for any subsequent Audit. 6.4.38.4. Within thirty Adjustments based on the audit findings may be applied to no more than the twelve (3012) days of month period included in the receipt of audit, and only to such period as to which the final Audit Report, any adjustmentsaudit reveals that an adjustment is warranted. Adjustments, credits or payments shall be made and any corrective action shall commence to compensate for any errors or omissions which are disclosed by such Audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twelve (12) months from the date of the final Audit Report. 6.4.4. Neither the right to audit nor the right to receive an adjustment shall be affected by any statement to the contrary appearing on checks or otherwise, unless such statement expressly waiving such right appears in writing, signed by an authorized representative of the Party having such right. 6.4.5. This Section shall survive expiration or termination of this Agreement for a period of one (1) year after expiration or termination of this Agreement.within thirty

AUDITS AND EXAMINATIONS. As used herein Audit shall mean 21.1 Subject to a comprehensive review of billing performed under Billing Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement. Either , the Billed Party (may audit the Requesting Party) may perform one (1) Audit per 12-Billing Party’books, records and other documents once in each 12 month period commencing with for the Approval Datepurpose of evaluating the accuracy of the Billing Party’s billing and invoicing. Both parties reserve Such audit may include examination of the right flow of call detail records from the Billing Party’s switch to measure the Billing Party’s internal systems to the usage file transmitted to the Billed Party. The Billed Party may employ other persons or firms for this purpose. Such audit shall take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof to the Billing Party. 21.2 The Parties also must mutually agree on a written scope of the audit all traffic and the billing and invoices to ensure be audited prior to the initiation of the audit. 21.3 The Billed Party shall promptly correct any billing error that proper rates are being applied appropriatelyis revealed in an audit, including making refund of any overpayment by the Billed Party in the form of a credit on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Both parties agree Any disputes concerning audit results shall be resolved pursuant to provide the necessary traffic data for sampling purposes procedures described in conjunction with Resolution of Disputes, of the General Terms and Conditions of this Agreement. 21.4 The Billing Party shall cooperate fully in any such audit, providing reasonable access to any and all appropriate Billing Party employees and books, records and other documents reasonably necessary to assess the accuracy of the Billing Party’s bills. 6.4.1. Upon thirty (30) days written notice 21.5 Third party audits requested by a Billed Party shall be at the Billed Party’s expense, subject to reimbursement by the Requesting Billing Party to in the Audited Partyevent that an audit finds an adjustment in the charges or in any invoice paid or payable by the Billed Party hereunder by an amount that is, the Requesting Party shall have the right through its authorized representative to conduct on an Auditannualized basis, during normal business hours, of any records, accounts and processes which contain information bearing upon the billing greater than three percent (3%) of the aggregate charges for the services provided under this Agreementduring the period covered by the audit. Within In the above-described 30-day periodevent the audit is not conducted by a third party, the Parties shall reasonably agree upon the scope and duration of the Audit, the documents and processes to be reviewed, and the time, place and manner in which the Audit shall be performed. Audited each Party agrees to provide Audit support, including appropriate access to and use of the Audited Party’ facilities (e.g. conference rooms, telephones, copying machines, etc.). 6.4.2. Each party shall bear its own expenses expense incurred in connection with conducting the conduct audit. 21.6 Upon (i) the discovery by a Party of the Audit. The reasonable cost of special data extraction required by the Requesting Party to conduct the Audit will be paid by the Requesting Party. For purposes of this Section, a Special Data Extraction shall mean the creation of an output record or informational report (from existing data files) that is overcharges not created in the normal course of business. If any program is developed previously reimbursed to the Requesting Party’s specifications and at Requesting Party’s expenseother Party or (ii) the resolution of disputed audits, Requesting the overcharging Party may specify at shall promptly reimburse the time other Party the amount of any overpayment times the request that it shall have the right to retain the program solely for reuse for any subsequent Audit. 6.4.3. Within thirty highest interest rate (30in decimal value) days of the receipt of the final Audit Report, any adjustments, credits or payments shall be made and any corrective action shall commence to compensate for any errors or omissions which are disclosed by such Audit and are agreed to by the Parties. Audit findings may be applied retroactively levied by law for no more than twelve (12) months commercial transactions, compounded daily for the number of days from the date of overpayment to and including the final Audit Reportdate that payment is actually made. In no event, however, shall interest be assessed on any previously assessed or accrued late payment charges. 6.4.4. Neither the right to audit nor the right to receive an adjustment shall be affected by any statement to the contrary appearing on checks or otherwise, unless such statement expressly waiving such right appears in writing, signed by an authorized representative of the Party having such right. 6.4.5. This Section shall survive expiration or termination of this Agreement for a period of one (1) year after expiration or termination of this Agreement.

AUDITS AND EXAMINATIONS. As used herein Audit 21.1 Unless or until such time as a billing accuracy certification program has been implemented pursuant to Section 3 of Attachment 7, the audit process provided in this Section 21.1 shall mean a comprehensive review of billing performed under apply. 21.1.1 Subject to BellSouth’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement. Either Party (the Requesting Party) , Sprint may perform one (1) Audit per 12-audit BellSouth’s books, records and other documents once in each 12 month period commencing with for the Approval Datepurpose of evaluating the accuracy of BellSouth’s billing and invoicing. Both parties reserve Such audit may include examination of the right flow of call detail records from BellSouth’s switch to measure BellSouth’s internal systems to the usage file transmitted to Sprint. Sprint may employ other persons or firms for this purpose. Such audit shall take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof to BellSouth. 21.1.2 BellSouth shall promptly correct any billing error that is revealed in an audit, including making refund of any overpayment by Sprint in the form of a credit on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit all traffic results. Any disputes concerning audit results shall be resolved pursuant to ensure that proper rates are being applied appropriately. Both parties agree to provide the necessary traffic data for sampling purposes procedures described in conjunction with Section 14, Resolution of Disputes, of the General Terms and Conditions of this Agreement. 21.1.3 BellSouth shall cooperate fully in any such audit, providing reasonable access to any and all appropriate BellSouth employees and books, records and other documents reasonably necessary to assess the accuracy of BellSouth’s bills. 6.4.1. Upon thirty 21.1.4 Third party audits requested by Sprint shall be at Sprint’s expense, subject to reimbursement by BellSouth in the event that an audit finds an adjustment in the charges or in any invoice paid or payable by Sprint hereunder by an amount that is, on an annualized basis, greater than two percent (302%) days written notice of the aggregate charges for the Services and Elements during the period covered by the Requesting audit. In the event the audit is not conducted by a third party, each Party to the Audited Party, the Requesting Party shall have the right through its authorized representative to conduct an Audit, during normal business hours, of any records, accounts and processes which contain information bearing upon the billing of the services provided under this Agreement. Within the above-described 30-day period, the Parties shall reasonably agree upon the scope and duration of the Audit, the documents and processes to be reviewed, and the time, place and manner in which the Audit shall be performed. Audited Party agrees to provide Audit support, including appropriate access to and use of the Audited Party’ facilities (e.g. conference rooms, telephones, copying machines, etc.). 6.4.2. Each party shall bear its own expenses expense incurred in connection with conducting the conduct of the Audit. The reasonable cost of special data extraction required by the Requesting Party to conduct the Audit will be paid by the Requesting Party. For purposes of this Section, a Special Data Extraction shall mean the creation of an output record or informational report (from existing data files) that is not created in the normal course of business. If any program is developed to the Requesting Party’s specifications and at Requesting Party’s expense, Requesting Party may specify at the time of the request that it shall have the right to retain the program solely for reuse for any subsequent Auditaudit. 6.4.3. Within thirty 21.1.5 Upon (30i) days the discovery by BellSouth of overcharges not previously reimbursed to Sprint or (ii) the receipt resolution of disputed audits, BellSouth shall promptly reimburse Sprint the final Audit Report, amount of any adjustments, credits or payments shall be made and any corrective action shall commence to compensate for any errors or omissions overpayment times the highest interest rate (in decimal value) which are disclosed by such Audit and are agreed to by the Parties. Audit findings may be applied retroactively levied by law for no more than twelve (12) months commercial transactions, compounded daily for the number of days from the date of overpayment to and including the final Audit Reportdate that payment is actually made. In no event, however, shall interest be assessed on any previously assessed or accrued late payment charges. 6.4.4. Neither the right to audit nor the right to receive an adjustment shall be affected by any statement to the contrary appearing on checks or otherwise, unless such statement expressly waiving such right appears in writing, signed by an authorized representative of the Party having such right. 6.4.5. 21.1.6 This Section shall survive expiration or termination of this Agreement for a period of one two (12) year years after expiration or termination of this Agreement.