Common use of Books and Records; Audit Clause in Contracts

Books and Records; Audit. At all times during the term of the Agreement, and for a period of at least five (5) years after termination hereof (including any extension or renewal), Distributor shall keep and maintain complete and accurate books, records, accounts and other documents of all transactions and activities performed by Distributor under the Agreement. Upon Mirion's written request, Distributor shall make copies of all such books, records, accounts and other documents available to Mirion for inspection and examination. Upon 60 days prior written notice to Distributor, Mirion shall also have the right to conduct an audit of all such books, records, accounts and other documents of Distributor relating to, and to interview Distributor’s employees engaged in, the marketing, promotion, distribution, sale and/or servicing of Mirion Products, in order to confirm Distributor’s compliance with its obligations under the Agreement, including, but not limited to, the provisions of the Agreement relating to: (i) compliance with applicable law; (ii) anti-corruption compliance; and (iii) export control compliance. Without limiting the generality of this Section 3, Distributor acknowledges and agrees that Mirion's audit rights hereunder include the right to review Distributor’s anti-corruption compliance program and procedures, and Distributor’s records of anti-corruption training for its employees. Any audit performed by Mirion hereunder shall be conducted during normal business hours, and unless Mirion has reason to believe that Distributor may be in breach of its anti-corruption compliance obligations under Section 11.2 hereof, such audit shall be conducted no more frequently than once every 12 months. Distributor shall provide Mirion with full access to all books, records, accounts and other documents relating to, and all of Distributor’s employees engaged in, the marketing, promotion, distribution, sale and/or servicing of Mirion Products hereunder, and Distributor shall cooperate fully with, and shall provide Mirion with all other assistance reasonably requested by Mirion in connection with, any such audit. Upon completion of any such audit, Mirion may elect to provide Distributor with a report of its findings and recommendations, and, if so, Distributor shall implement all recommendations set forth in that audit report as soon as reasonably practicable after receipt of that audit report; provided, however, that a finding by Mirion that Distributor has breached any of its obligations under the anti-corruption compliance provisions of Section 11.2 hereof shall be grounds for immediate termination of the Agreement. In addition to liability for all other losses, damages, costs and expenses suffered or incurred by Mirion as a result of Distributor’s breach, Distributor shall be liable for reimbursing all costs and expenses incurred by Mirion in connection with that audit. Distributor acknowledges and agrees that any failure or refusal by Distributor to permit Mirion to exercise its audit rights under this Section 3 shall constitute a material breach by Distributor of its obligations under the Agreement.

Books and Records; Audit. At all times during the term of the Agreement, and for a period of at least five (5) years after termination hereof (including any extension or renewal), Distributor Agent shall keep and maintain complete and accurate books, books records, accounts and other documents of all transactions and activities performed by Distributor Agent under the Agreement. Upon Mirion's written request, Distributor Agent shall make copies of all such books, records, accounts and other documents available to Mirion for inspection and examination. Upon 60 days prior written notice to DistributorAgent, Mirion shall also have the right to conduct an audit of all such books, records, accounts and other documents of Distributor Agent relating to, and to interview DistributorAgent’s employees engaged in, the marketing, promotion, distribution, sale and/or servicing of Mirion Products, in order to confirm DistributorAgent’s compliance with its obligations under the Agreement, including, but not limited to, the provisions of the Agreement relating to: (i) compliance with applicable law; (ii) anti-anti- corruption compliance; and (iii) export control compliance. Without limiting the generality of this Section 3, Distributor Agent acknowledges and agrees that Mirion's audit rights hereunder include the right to review DistributorAgent’s anti-corruption compliance program and procedures, and DistributorAgent’s records of anti-corruption training for its employees. Any audit performed by Mirion hereunder shall be conducted during normal business hours, and unless Mirion has reason to believe that Distributor Agent may be in breach of its anti-corruption compliance obligations under Section 11.2 hereof, such audit shall be conducted no more frequently than once every 12 months. Distributor Agent shall provide Mirion with full access to all books, records, accounts and other documents relating to, and all of DistributorAgent’s employees engaged in, the marketing, promotion, distribution, sale and/or servicing of Mirion Products hereunder, and Distributor Agent shall cooperate fully with, and shall provide Mirion with all other assistance reasonably requested by Mirion in connection with, any such audit. Upon completion of any such audit, Mirion may elect to provide Distributor Agent with a report of its findings and recommendations, and, if so, Distributor Agent shall implement all recommendations set forth in that audit report as soon as reasonably practicable after receipt of that audit report; provided, however, that a finding by Mirion that Distributor Agent has breached any of its obligations under the anti-anti- corruption compliance provisions of Section 11.2 hereof shall be grounds for immediate termination of the Agreement. In addition to liability for all other losses, damages, costs and expenses suffered or incurred by Mirion as a result of DistributorAgent’s breach, Distributor Agent shall be liable for reimbursing all costs and expenses incurred by Mirion in connection with that audit. Distributor Agent acknowledges and agrees that any failure or refusal by Distributor Agent to permit Mirion to exercise its audit rights under this Section 3 shall constitute a material breach by Distributor Agent of its obligations under the Agreement.

Books and Records; Audit. At all times during the term of the Agreement, and for a period of at least five (5) years after termination hereof (including any extension or renewal), Distributor shall keep and maintain complete and accurate books, books records, accounts and other documents of all transactions and activities performed by Distributor under the Agreement. Upon MirionXxxxxx's written request, Distributor shall make copies of all such books, records, accounts and other documents available to Mirion for inspection and examination. Upon 60 days prior written notice to Distributor, Mirion Xxxxxx shall also have the right to conduct an audit of all such books, records, accounts and other documents of Distributor relating to, and to interview Distributor’s employees engaged in, the marketing, promotion, distribution, sale and/or servicing of Mirion ProductsDosimetry Services, in order to confirm Distributor’s compliance with its obligations under the Agreement, including, but not limited to, the provisions of the Agreement relating to: (i) compliance with applicable law; (ii) anti-corruption compliance; and (iii) export control compliance. Without limiting the generality of this Section 3, Distributor acknowledges and agrees that MirionXxxxxx's audit rights hereunder include the right to review Distributor’s anti-corruption compliance program and procedures, and Distributor’s records of anti-corruption training for its employees. Any audit performed by Mirion Xxxxxx hereunder shall be conducted during normal business hours, and unless Mirion Xxxxxx has reason to believe that Distributor may be in breach of its anti-corruption compliance obligations under Section 11.2 11.a hereof, such audit shall be conducted no more frequently than once every 12 months. Distributor shall provide Mirion with full access to all books, records, accounts and other documents relating to, and all of Distributor’s employees engaged in, the marketing, promotion, distribution, sale and/or servicing of Mirion Products Dosimetry Services hereunder, and Distributor shall cooperate fully with, and shall provide Mirion with all other assistance reasonably requested by Mirion Xxxxxx in connection with, any such audit. Upon completion of any such audit, Mirion may elect to provide Distributor with a report of its findings and recommendations, and, if so, Distributor shall implement all recommendations set forth in that audit report as soon as reasonably practicable after receipt of that audit report; provided, however, that a finding by Mirion Xxxxxx that Distributor has breached any of its obligations under the anti-corruption compliance provisions of Section 11.2 11.a hereof shall be grounds for immediate termination of the Agreement. In addition to liability for all other losses, damages, costs and expenses suffered or incurred by Mirion Xxxxxx as a result of Distributor’s breach, Distributor shall be liable for reimbursing all costs and expenses incurred by Mirion Xxxxxx in connection with that audit. Distributor acknowledges and agrees that any failure or refusal by Distributor to permit Mirion Xxxxxx to exercise its audit rights under this Section 3 shall constitute a material breach by Distributor of its obligations under the Agreement.