Common use of Audits - General Clause in Contracts

Audits - General. Upon ten (10) Business Days notice to Administrator and during normal business hours, and no more than twice each calendar year unless it is reasonably necessary or appropriate, Customer or a Customer Designee may, in compliance with the Administrator's security regulations and the further provisions hereof, audit Administrator for the purposes set forth in this Section 3. Customer may conduct audits itself or with the assistance of a Customer Designee (provided that such third party executes a confidentiality agreement that contains protections for Confidential Information comparable to those set forth in this Agreement and provided further that such third party shall not be any person that Administrator deems in its reasonable discretion to be an Administrator Competitor), at Customer's expense, subject to the provisions below. No such audit may be performed by any person compensated on a contingency fee basis. The foregoing shall not restrict the number of audits which may be conducted by Governmental Authorities having jurisdiction over Customer or any Customer Designee and the exception for "good cause" referred to above shall apply to audits conducted by Customer in connection with any breach of this Agreement by Administrator or any failure of Administrator to attain the Service Levels.

Appears in 2 contracts

Samples: Master Services Agreement (Variable Account I of AGL of Delaware), Master Services Agreement (Variable Account I of AGL of Delaware)

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Audits - General. Upon ten (10) Business Days Days’ notice to Administrator and during normal business hours, and no but not more often than twice each calendar year unless it is reasonably necessary or appropriate, absent good cause, Customer or a Customer Designee may, in compliance with the Administrator's ’s security regulations and the further provisions hereof, audit Administrator [text deleted] for the purposes set forth in this Section Article 3. Customer may conduct audits itself or with the assistance of a Customer Designee (provided that such third party executes a confidentiality agreement that contains protections for Confidential Information comparable to those set forth in this Agreement and provided further that such third party shall not be any person that Administrator deems in its reasonable discretion to be an Administrator Competitor), at Customer's ’s expense, subject to the provisions below. No such audit may be performed by any person compensated on a contingency fee basis. The foregoing shall not restrict the number of audits which may be conducted by Governmental Authorities having jurisdiction over Customer or any Customer Designee and the exception for "good cause" referred to above shall apply to audits conducted by Customer in connection with any breach of this Agreement by Administrator or any failure of Administrator to attain the Service Levels.

Appears in 1 contract

Samples: Master Services Agreement (Massachusetts Mutual Variable Annuity Separate Account 4)

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Audits - General. Upon ten (10) Business Days notice to Administrator Vendor and during normal business hours, and no but not more often than twice each calendar year unless it is reasonably necessary or appropriate, absent good cause, Customer or a Customer Designee may, in compliance with the Administrator's Vendor’s security regulations and the further provisions hereof, audit Administrator Vendor for the purposes set forth in this Section Article 3. Customer may conduct audits itself or with the assistance of a Customer Designee (provided that such third party executes a confidentiality agreement that contains protections for Confidential Information comparable to those set forth in this Agreement and provided further that such third party shall not be any person that Administrator Vendor deems in its reasonable discretion to be an Administrator Vendor Competitor), at Customer's ’s expense, subject to the provisions below. No such audit may be performed by any person compensated on a contingency fee basis. The foregoing shall not restrict the number of audits which may be conducted by Governmental Authorities having jurisdiction over Customer or any Customer Designee and the exception for "good cause" referred to above shall apply to audits conducted by Customer in connection with any breach of this Agreement by Administrator Vendor or any failure of Administrator Vendor to attain the Service Levels.

Appears in 1 contract

Samples: Master Services Agreement (Delaware Life Variable Account I)

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