Common use of Books and Records; Audits Clause in Contracts

Books and Records; Audits. VITAL shall maintain full and accurate books, records and accounts of all Services rendered pursuant to this Agreement in such a way as to disclose clearly and accurately the nature and detail thereof, including without limitation such accounting information as is necessary to support the reasonableness of charges under this Agreement and such additional information as MCK may reasonably request for purposes of its internal bookkeeping and accounting operations. VITAL shall keep such books, records and accounts insofar as they pertain to the computation of charges hereunder available at its principal offices for audit, inspection and copying by MCK and persons authorized by MCK during reasonable business hours. MCK shall have the right, on two (2) occasions per each twelve (12) month period of this Agreement, to conduct an audit of the relevant books, records and accounts of VITAL upon giving reasonable notice of its intent to conduct such an audit. In the event of such audit, VITAL shall give to the party requesting the audit its cooperation and access to all books, records and accounts reasonably necessary to audit. If during the course of any such audit it is determined that the charges actually invoiced to MCK by VITAL are more than [***] percent greater than the charges which should have been invoiced according to such audit, then VITAL shall (1) pay to MCK the sum of (x) the difference between such audited invoice amount and the amount actually invoiced and (y) interest calculated from the data of the invoice and (2) reimburse MCK for all costs associated with such audit not to exceed the amount of the overcharge. If it is determined that VITAL was underpaid then MCK shall pay to VITAL the amount of the underpayment.

Books and Records; Audits. VITAL Licensee shall maintain full prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, complete and accurate books, books of account and records and accounts of all Services rendered pursuant to this Agreement in such a way as to disclose clearly and accurately the nature and detail thereof, (specifically including without limitation such accounting information as is necessary the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to support the reasonableness of charges under this Agreement and such additional information as MCK may reasonably request for purposes of its internal bookkeeping and accounting operationsAgreement. VITAL Licensee shall keep separate general ledger accounts for such books, records matters that do not include matters or sales related to this Agreement. Licensor and accounts insofar as they pertain to the computation of charges hereunder available at its principal offices for audit, inspection and copying by MCK and persons duly authorized by MCK during reasonable business hours. MCK representatives shall have the right, on for the duration of this Agreement and for one (1) year thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, documents and materials shall be kept available by Licensee for at least two (2) occasions per each twelve (12) month period years after the end of this Agreementthe Annual Period to which they relate. If, to conduct an as a result of any audit of the relevant booksLicensee's books and records, records and accounts of VITAL upon giving reasonable notice of its intent to conduct such an audit. In the event of such audit, VITAL shall give to the party requesting the audit its cooperation and access to all books, records and accounts reasonably necessary to audit. If during the course of any such audit it is determined shown that the charges actually invoiced to MCK by VITAL are more than [***] percent greater Licensee's payments were less than the charges amount which should have been invoiced according paid by an amount equal to such audit, then VITAL shall (1) pay to MCK the sum of (x) the difference between such audited invoice amount and the amount actually invoiced and (y) interest calculated from the data * or more of the invoice and (2) payments actually made with respect to sales occurring during the period in question, Licensee shall reimburse MCK Licensor for all costs associated with the cost of such audit not and shall make all payments required to exceed the amount of the overcharge. If it is determined that VITAL was underpaid then MCK shall pay be made to VITAL the amount of the underpaymenteliminate any discrepancy revealed by said audit within ten (10) days after Licensor's demand therefore.

Books and Records; Audits. VITAL Licensee and Parlux shall maintain full prepare and accurate booksmaintain, records and accounts of all Services rendered pursuant to this Agreement in such a way manner as will allow its accountants to disclose clearly audit same in accordance with GAAP complete, accurate and accurately the nature separate books of account and detail thereof, records (specifically including without limitation such accounting information as is necessary the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to support the reasonableness of charges under this Agreement Agreement. Licensee and such additional information as MCK may reasonably request for purposes of its internal bookkeeping and accounting operations. VITAL Parlux shall keep separate general ledger accounts for such books, records matters that do not include matters or sales related to this Agreement. Licensor and accounts insofar as they pertain to the computation of charges hereunder available at its principal offices for audit, inspection and copying by MCK and persons duly authorized by MCK during reasonable business hours. MCK representatives shall have the right, on two for the duration of this Agreement and for three (23) occasions per each twelve years thereafter, during regular business hours and upon seven (127) month business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee and/or Parlux with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to conduct an make copies of any and all of the above. All such books of account, records, documents and materials shall be kept available by Licensee and/or Parlux for at least three (3) years after the end of the Sales Year to which they relate. If, as a result of any audit of the relevant booksLicensee's and/or Parlux's books and records, records and accounts of VITAL upon giving reasonable notice of its intent to conduct such an audit. In the event of such audit, VITAL shall give to the party requesting the audit its cooperation and access to all books, records and accounts reasonably necessary to audit. If during the course of any such audit it is determined shown that the charges actually invoiced to MCK by VITAL are more than [***] percent greater Licensee's and/or Parlux's payments were less than the charges amount which should have been invoiced according paid by an amount equal to such audit, then VITAL shall * (1*%) pay to MCK the sum of (x) the difference between such audited invoice amount and the amount actually invoiced and (y) interest calculated from the data percent or more of the invoice and (2) payments actually made with respect to sales occurring during the period in question, Licensee and/or Parlux shall reimburse MCK Licensor for all costs associated with the cost of such audit not and shall make all payments required to exceed the amount of the overcharge. If it is determined that VITAL was underpaid then MCK shall pay be made to VITAL the amount of the underpaymenteliminate any discrepancy revealed by said audit together with interest accruing thereon within ten (10) days after Licensor's demand therefor.

Books and Records; Audits. VITAL Deluxe shall maintain full complete and accurate booksaccounting records documenting the Services, records and accounts of all Services rendered pursuant to Deluxe’s overall compliance with this Agreement in such a way as to disclose clearly and accurately the nature and detail thereofAgreement, including without limitation the MFN, and shall retain such accounting information as is necessary records for a period of three (3) years following the date of the invoice to support the reasonableness of charges under this Agreement which they relate. Company (and its duly authorized representatives) shall be entitled no more frequently than once per calendar year, to (a) audit such additional information as MCK may reasonably request for purposes of its internal bookkeeping books and accounting operations. VITAL shall keep such books, records and accounts insofar as they pertain relate to the computation Services performed hereunder (complete and unredacted, subject to applicable security and access procedures and the confidentiality obligations Deluxe owes to its other customers) and/or under the applicable Statement of charges hereunder available at Services, upon reasonable notice to Deluxe and during normal business hours, and (b) make copies and summaries of such books and records for its principal offices use; provided that Company acknowledges that its auditors may, in connection with the performance of such audits, be required to agree to protect the confidential information of other Deluxe customers. If Company discovers an overpayment in the amounts paid by Company to Deluxe for any period under audit (an “Audit Overpayment”), Deluxe shall promptly pay such Audit Overpayment to Company. In the event that any such Audit Overpayment shall be in excess of five percent (5%) of the aggregate payments made by Company in respect of the applicable period under audit, inspection Deluxe shall also reimburse Company for all reasonable costs and copying expenses incurred by MCK Company in connection with such audit and persons authorized the collection of the Audit Overpayment. If any such Audit Overpayment shall be in excess of ten percent (10%) of the aggregate payments made by MCK during reasonable business hours. MCK Company in respect of the applicable period under audit, Company shall have the rightright to re-audit, on two at Company’s expense, Deluxe’s books and records for any and all past years (2) occasions per each twelve (12) month period since the commencement of this Agreement, to conduct ). Solely in connection with an audit of the relevant booksMFN, any such MFN audit must be conducted by an independent third party auditor. In no event shall such independent third party auditor conducting an MFN audit be entitled to disclose to Company or any third party, whether in written form or orally, any information or materials regarding the books and records of Deluxe examined during such MFN audit, except in summary form reflecting the amount of any overpayment or underpayment resulting from the audit and accounts otherwise verify that this Agreement has been complied with according to its terms. Prior to the initiation of VITAL upon giving reasonable notice of its intent any such MFN audit Deluxe shall have the right to conduct require such an auditindependent third party auditor to enter into a confidentiality and non-disclosure agreement agreed to in good faith by Deluxe and such independent third party auditor. In the event Deluxe determines that it has any inquiries, problems or believes there are errors or discrepancies with respect to any amounts due pursuant to this Agreement, Deluxe agrees to give Company written notice thereof within ninety (90) days from the date that the work which gave rise to the inquiry, problem and/or discrepancy, etc. was performed. Deluxe’s failure to give Company such notice shall constitute a waiver of any and all rights which Deluxe may have to any adjustment, charge or reimbursement by reason thereof. Any disputes arising in connection with such audits shall be resolved in the manner provided in Section 2.6(v). If Deluxe contests or disputes any portion or all of the findings, determinations or conclusions of any audit undertaken by Company pursuant to this Section 2.6 (the "Company Audit Determination"), then Company and Deluxe shall use their reasonable efforts to resolve such dispute (the "Dispute") within thirty (30) calendar days after delivery by Deluxe to Company of written notification of the details of such auditDispute. If Company and Deluxe are unable to resolve such Dispute within such thirty (30) calendar days, VITAL such Dispute shall give promptly thereafter be submitted by Deluxe and Company to their independent public accountants, and the parties shall use reasonable efforts to cause these accounting firms to promptly review and assist the parties in resolving the Dispute. Company and Deluxe shall each be responsible for the fees, costs and expenses of their respective public accountants. If the independent accountants for Company and Deluxe are unable to resolve the Dispute within an additional thirty (30) calendar days, then the Dispute shall be resolved by a nationally-recognized firm of certified public accountants mutually acceptable to the party requesting independent accountants of Company and Deluxe (the audit its cooperation "Accounting Referee"). The parties shall use reasonable efforts to cause the Accounting Referee to promptly review the Dispute and access to all booksdetermine whether Deluxe was in compliance under this Agreement with the pricing or other obligations of Deluxe which were the subject of the Dispute. In making such determination, records the Accounting Referee shall consider only the particular items or amounts in Dispute (and accounts reasonably necessary to auditany other items or amounts relating thereto). If during Such determination shall be made within thirty (30) calendar days after the course date on which the Accounting Referee receives such notice of the Dispute, or as soon thereafter as possible. Such determination by the Accounting Referee shall be the final resolution of any Dispute and shall be binding on the parties hereto and enforceable in a court of law. The fees, costs and expenses of the Accounting Referee in conducting such audit it is determined that review shall be paid as follows: (i) by Deluxe if the charges actually invoiced to MCK Accounting Referee determines the Dispute in favor of the Company's position, (ii) by VITAL are more than [***] Company if the Accounting Referee determines the Dispute in favor Deluxe's position, or (iii) fifty percent greater than the charges which should have been invoiced according to such audit, then VITAL shall (150%) pay to MCK the sum of (x) the difference between such audited invoice amount and the amount actually invoiced by Company and (y50%) interest calculated from by Deluxe if the data of Accounting Referee determines the invoice Dispute by a compromise position. In connection with any proceeding pursuant to this Section 5.1.2, Company's independent accountant and (2) reimburse MCK for all costs associated any Accounting Referee shall be required to agree in writing with such audit Deluxe not to exceed disclose to Company or any third party the amount confidential information of Lab that is obtained by said accountant or Accounting Referee, as the overcharge. If it is determined that VITAL was underpaid then MCK shall pay to VITAL the amount case may be, as a result of the underpaymentsuch proceeding.