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), Agent shall keep and maintain complete and accurate books records, accounts and other documents of all transactions and activities performed by Agent under the Agreement. Upon Mirion's written request, 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 Agent, Mirion shall also have the right to conduct an audit of all such books, records, accounts and other documents of Agent relating to, and to interview Agent’s employees engaged in, the marketing, promotion, sale and/or servicing of Mirion Products, in order to confirm Agent’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, Agent acknowledges and agrees that Mirion's audit rights hereunder include the right to review Agent’s anti-corruption compliance program and procedures, and Agent’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 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. Agent shall provide Mirion with full access to all books, records, accounts and other documents relating to, and all of Agent’s employees engaged in, the marketing, promotion, sale and/or servicing of Mirion Products hereunder, and 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 Agent with a report of its findings and recommendations, and, if so, 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 Agent 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 Agent’s breach, Agent shall be liable for reimbursing all costs and expenses incurred by Mirion in connection with that audit. Agent acknowledges and agrees that any failure or refusal by Agent to permit Mirion to exercise its audit rights under this Section 3 shall constitute a material breach by 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), Agent Distributor shall keep and maintain complete and accurate books books, records, accounts and other documents of all transactions and activities performed by Agent Distributor under the Agreement. Upon Mirion's written request, Agent 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 AgentDistributor, Mirion shall also have the right to conduct an audit of all such books, records, accounts and other documents of Agent Distributor relating to, and to interview AgentDistributor’s employees engaged in, the marketing, promotion, distribution, sale and/or servicing of Mirion Products, in order to confirm AgentDistributor’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, Agent Distributor acknowledges and agrees that Mirion's audit rights hereunder include the right to review AgentDistributor’s anti-corruption compliance program and procedures, and AgentDistributor’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 Agent 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. Agent Distributor shall provide Mirion with full access to all books, records, accounts and other documents relating to, and all of AgentDistributor’s employees engaged in, the marketing, promotion, distribution, sale and/or servicing of Mirion Products hereunder, and Agent 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 Agent Distributor with a report of its findings and recommendations, and, if so, Agent 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 Agent Distributor 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 AgentDistributor’s breach, Agent Distributor shall be liable for reimbursing all costs and expenses incurred by Mirion in connection with that audit. Agent Distributor acknowledges and agrees that any failure or refusal by Agent Distributor to permit Mirion to exercise its audit rights under this Section 3 shall constitute a material breach by Agent 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), Agent Distributor shall keep and maintain complete and accurate books records, accounts and other documents of all transactions and activities performed by Agent Distributor under the Agreement. Upon MirionXxxxxx's written request, Agent 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 AgentDistributor, Mirion Xxxxxx shall also have the right to conduct an audit of all such books, records, accounts and other documents of Agent Distributor relating to, and to interview AgentDistributor’s employees engaged in, the marketing, promotion, sale and/or servicing of Mirion ProductsDosimetry Services, in order to confirm AgentDistributor’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, Agent Distributor acknowledges and agrees that MirionXxxxxx's audit rights hereunder include the right to review AgentDistributor’s anti-corruption compliance program and procedures, and AgentDistributor’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 Agent 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. Agent Distributor shall provide Mirion with full access to all books, records, accounts and other documents relating to, and all of AgentDistributor’s employees engaged in, the marketing, promotion, sale and/or servicing of Mirion Products Dosimetry Services hereunder, and Agent 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 Agent Distributor with a report of its findings and recommendations, and, if so, Agent 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 Agent Distributor has breached any of its obligations under the anti- 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 AgentDistributor’s breach, Agent Distributor shall be liable for reimbursing all costs and expenses incurred by Mirion Xxxxxx in connection with that audit. Agent Distributor acknowledges and agrees that any failure or refusal by Agent Distributor to permit Mirion Xxxxxx to exercise its audit rights under this Section 3 shall constitute a material breach by Agent 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), Agent Buyer shall keep and maintain complete full, true and accurate books recordsof account and supporting data containing all particulars that may be necessary for the purpose of calculating Net Sales of the Products forming the basis for amounts payable to Sellers under this Section 2.9. Such books and the supporting data shall be open, accounts and other documents of all transactions and activities performed by Agent under the Agreement. Upon Mirion's written request, Agent shall make copies of all such books, records, accounts and other documents available to Mirion for inspection and examination. Upon 60 days on ten (10) Business Days’ prior written notice to Agent, Mirion shall also have the right to conduct an audit of all such books, records, accounts and other documents of Agent relating to, and to interview Agent’s employees engaged in, the marketing, promotion, sale and/or servicing of Mirion Products, in order to confirm Agent’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, Agent acknowledges and agrees that Mirion's audit rights hereunder include the right to review Agent’s anti-corruption compliance program and procedures, and Agent’s records of anti-corruption training for its employees. Any audit performed by Mirion hereunder shall be conducted during normal business hourshours and in a manner so as not to unreasonably interfere with Buyer’s normal business operations, to the inspection by a firm of certified public accountants selected by Sellers and unless Mirion has reason reasonably acceptable to believe that Agent may be in breach Buyer who shall have executed a customary confidentiality agreement, for the limited purpose of its anti-corruption compliance obligations under Section 11.2 hereof, such audit shall be conducted no more frequently than once every 12 months. Agent shall provide Mirion with full access to all books, records, accounts and other documents relating to, and all of Agentverifying Buyer’s employees engaged in, the marketing, promotion, sale and/or servicing of Mirion Products hereunder, and 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 Agent with a report of its findings and recommendations, and, if so, Agent shall implement all recommendations set forth in that audit report as soon as reasonably practicable after receipt of that audit reportNet Sales Reports; provided, however, that a finding by Mirion that Agent has breached such examinations shall not take place more often than once during any twenty four (24) month-period and shall not cover more than the preceding two (2) years. Except as otherwise provided in this Section 2.9(d), the cost of its obligations under the anti- corruption compliance provisions of Section 11.2 hereof any such examination shall be grounds for immediate termination paid by Sellers. In the event that any such inspection reveals a deficiency in excess of seven percent (7%) of the Agreement. In addition reported payments under Section 2.9 for the period covered by the inspection, Buyer shall promptly pay Sellers the deficiency, plus interest at an annual rate equal to liability the Applicable Rate as of the date on which such deficient amount was first due from the date first due until the date paid, and shall reimburse Seller for all other losses, damages, costs the fees and expenses suffered or incurred by Mirion as a result of Agent’s breach, Agent shall be liable for reimbursing all costs and expenses incurred by Mirion paid to such accountants in connection with that auditsuch inspection. Agent acknowledges and agrees In the event that any failure such inspection reveals a deficiency that is less than or refusal by Agent equal to permit Mirion to exercise its audit rights seven percent (7%) of the reported payments under this Section 3 2.9 for the period covered by the inspection, Buyer shall constitute a material breach promptly pay Sellers the deficiency plus interest at an annual rate equal to the Applicable Rate as of the date on which such deficient amount was first due from the date first due until the date paid. In the event that any such inspection reveals an overpayment by Agent of its obligations the Buyer such overpayment shall be set-off against the following future payment payable by the Buyer to the Sellers under the Agreementthis Section 2.9.