Common use of Audits Generally Clause in Contracts

Audits Generally. Subject to the Privacy and Security Addendum, upon reasonable notice from USAC, Vendor shall provide (and shall cause its Subcontractors to provide) to USAC and to USAC Auditors access and any assistance that they may be required with respect to Contract Staff, Vendor Service Locations, Vendor controls and procedures (“Vendor Controls”), the Services, and Vendor’s books, records, and supporting documentation for the purpose of performing audits or inspections of any Services. Such audits may be conducted for any reasonable business purpose including (a) the accuracy of Fees and invoices; (b) audits and examinations by USAC’s regulatory authorities, including (but not limited to) the FCC, USAC’s third party assessors, the FCC’s external auditors, or the GAO; (c) Vendor’s compliance with the terms of this MSA and applicable Law; (d) handling of USAC Data; (e) conduct of Vendor operations and procedures relating to the Services or in Vendor’s performance of the Services; and (f) efficiency of Vendor in performing the Services. Vendor understands that all financial and non-financial transactions resulting from this MSA shall be documented by Vendor and subject to audit by USAC or USAC Auditors. The audit rights set forth in this Section may be exercised by USAC or the FCC or GAO authority at any time during the Contract Term and Termination Assistance Period and for three (3) years thereafter. The audit rights and procedures described in this Section are in addition to and excusive of any government audit requirements that may independently apply pursuant to any controlling governmental authority. Review of Audit Results. Vendor and USAC shall promptly meet to review each audit report resulting from an audit under this Article and agree on an appropriate manner to address any deficiencies or recommendations contained therein. If any audit report indicates that Vendor or any Subcontractor is not in compliance with any applicable Law, Vendor’s compliance with FISMA and NIST SP 800-53 Rev. 5, audit, or other requirement applicable to Vendor pursuant to this MSA, Vendor shall take, and shall cause its Subcontractors to take, prompt actions at its cost and expense to comply with such Law or requirement. If the audit confirms that Vendor has overcharged USAC, USAC will notify Vendor of the amount of such overcharge and Vendor will promptly pay to USAC the amount of the overcharge, plus Interest calculated from the date of receipt by Vendor of the overcharged amount until the date of payment to USAC. In the event such overcharge exceeds five percent (5%) of the aggregate Fees for the period covered by the audit, Vendor will reimburse USAC for the costs of the audit. If such audit reveals any other deficiencies in Vendor’s performance of its obligations under this MSA, Vendor shall immediately take steps to rectify all such deficiencies. [FISMA and NIST are defined in the Privacy and Security Addendum.] Corrective Action. If, in USAC’s or a USAC Auditor’s judgment, any report or audit contemplated under this Article reveals a deficiency or weakness in the internal controls placed in operation at the premises of Vendor or any Subcontractor, Vendor will promptly take such corrective action as USAC and its auditor may require at no additional expense to USAC.

Audits Generally. Subject to the Privacy and Article 16 (Security AddendumProvisions), upon reasonable notice from USAC, Vendor shall provide (and shall cause its Subcontractors to provide) to USAC and to USAC Auditors access and any assistance that they may be required with respect to Contract Staff, Vendor Service Locations, Vendor controls and procedures (“Vendor Controls”), the Services, and Vendor’s books, records, and supporting documentation for the purpose of performing audits or inspections of any Services. Such audits may be conducted for any reasonable business purpose including (a) the accuracy of Fees and invoices; (b) audits and examinations by USAC’s regulatory authorities, including (but not limited to) the FCC, USAC’s third party assessors, the FCC’s external auditors, or the GAO; (c) Vendor’s compliance with the terms of this MSA and applicable Law; (d) handling of USAC DataData and compliance with Data Supplier Agreements; (e) conduct of Vendor operations and procedures relating to the Services or in Vendor’s performance of the Services; and (f) efficiency of Vendor in performing the Services. Vendor understands that all financial and non-financial transactions resulting from this MSA shall be documented by Vendor and subject to audit by USAC or USAC Auditors. The audit rights set forth in this Section may be exercised by USAC or the FCC or GAO authority at any time during the Contract Term and Termination Assistance Period and for three (3) years thereafter. The audit rights and procedures described in this Section section are in addition to and excusive of any government audit requirements that may independently apply pursuant to any controlling governmental authority. Review of Audit Results. Vendor and USAC shall promptly meet to review each audit report resulting from an audit under this Article and agree on an appropriate manner to address any deficiencies or recommendations contained therein. If any audit report indicates that Vendor or any Subcontractor is not in compliance with any applicable Law, Vendor’s compliance with FISMA and NIST SP 800-53 Rev. 5, audit, or other requirement applicable to Vendor pursuant to this MSA, Vendor shall take, and shall cause its Subcontractors to take, prompt actions at its cost and expense to comply with such Law or requirement. If the audit confirms that Vendor has overcharged USAC, USAC will notify Vendor of the amount of such overcharge and Vendor will promptly pay to USAC the amount of the overcharge, plus Interest calculated from the date of receipt by Vendor of the overcharged amount until the date of payment to USAC. In the event such overcharge exceeds five percent (5%) of the aggregate Fees for the period covered by the audit, Vendor will reimburse USAC for the costs of the audit. If such audit reveals any other deficiencies in Vendor’s performance of its obligations under this MSA, Vendor shall immediately take steps to rectify all such deficiencies. [FISMA and NIST are defined in the Privacy and Security Addendum.] Corrective Action. If, in USAC’s or a USAC Auditor’s judgment, any report or audit contemplated under this Article reveals a deficiency or weakness in the internal controls placed in operation at the premises of Vendor or any Subcontractor, Vendor will promptly take such corrective action as USAC and its auditor may require at no additional expense to USAC.

Audits Generally. Subject to the Privacy and Article 16 (Security AddendumProvisions), upon reasonable notice from USAC, Vendor shall provide (and shall cause its Subcontractors to provide) to USAC and to USAC Auditors access and any assistance that they may be required with respect to Contract Staff, Vendor Service Locations, Vendor controls and procedures (“Vendor Controls”), the Services, and Vendor’s books, records, and supporting documentation for the purpose of performing audits or inspections of any Services. Such audits may be conducted for any reasonable business purpose including (a) the accuracy of Fees and invoices; (b) audits and examinations by USAC’s regulatory authorities, including (but not limited to) the FCC, USAC’s third party assessors, the FCC’s external auditors, or the GAO; (c) Vendor’s compliance with the terms of this MSA and applicable Law; (d) handling of USAC DataData and compliance with Data Supplier Agreements; (e) conduct of Vendor operations and procedures relating to the Services or in Vendor’s performance of the Services; and (f) efficiency of Vendor in performing the Services. Vendor understands that all financial and non-financial transactions resulting from this MSA shall be documented by Vendor and subject to audit by USAC or USAC Auditors. The audit rights set forth in this Section may be exercised by USAC or the FCC or GAO authority at any time during the Contract Term and Termination Assistance Period and for three (3) years thereafter. The audit rights and procedures described in this Section section are in addition to and excusive of any government audit requirements that may independently apply pursuant to any controlling governmental authority. Review of Audit Results. Vendor and USAC shall promptly meet to review each audit report resulting from an audit under this Article and agree on an appropriate manner to address any deficiencies or recommendations contained therein. If any audit report indicates that Vendor or any Subcontractor is not in compliance with any applicable Law, Vendor’s compliance with FISMA and NIST SP 800-53 Rev. 5, audit, or other requirement applicable to Vendor pursuant to this MSA, Vendor shall take, and shall cause its Subcontractors to take, prompt actions at its cost and expense to comply with such Law or requirement. If the audit confirms that Vendor has overcharged USAC, USAC will notify Vendor of the amount of such overcharge and Vendor will promptly pay to USAC the amount of the overcharge, plus Interest calculated from the date of receipt by Vendor of the overcharged amount until the date of payment to USAC. In the event such overcharge exceeds five percent (5%) of the aggregate Fees for the period covered by the audit, Vendor will reimburse USAC for the costs of the audit. If such audit reveals any other deficiencies in Vendor’s performance of its obligations under this MSA, Vendor shall immediately take steps to rectify all such deficiencies. [FISMA and NIST are defined in the Privacy and Security Addendum.] Corrective Action. If, in USAC’s or a USAC Auditor’s judgment, any report or audit contemplated under this Article reveals a deficiency or weakness in the internal controls placed in operation at the premises of Vendor or any Subcontractor, Vendor will promptly take such corrective action as USAC and its auditor may require at no additional expense to USAC.