Common use of Books, Records and Audits Clause in Contracts

Books, Records and Audits. A. Contractor shall keep full and detailed books, construction logs, records, daily reports, schedules, accounts, payroll records, receipts, statements, electronic files, correspondence and other pertinent documents as may be necessary for proper management under this Agreement, as required under Applicable Law or this Agreement, and in any way relating to this Agreement (“Books and Records”). Contractor shall maintain all such Books and Records in accordance with GAAP and shall retain all such Books and Records for a minimum period of three (3) years after Final Completion, or such greater period of time as may be required under Applicable Law. B. Upon reasonable notice, Owner shall have the right to have audited Contractor’s Books and Records by Owner’s third party auditors but only to the extent necessary to validate payments made to Contractor or invoiced by Contractor for any Change Orders based on a time and materials basis, for any costs paid with respect to any Provisional Sums and as permitted under Section 4.5; except that these rights shall not extend to lump sums, or the composition of fixed unit rates or percentages. When requested by Owner, Contractor shall provide Owner’s third party auditors with reasonable access to all such relevant Books and Records, and Contractor’s personnel shall cooperate with such third party auditors to effectuate the audit or audits hereunder. Owner shall have the right upon consent of Contractor (such consent not to be unreasonably withheld or delayed) to have the third party auditors copy all such Books and Records. Contractor shall bear all costs incurred by it in assisting with audits performed pursuant to this Section 3.13 except that copying of Contractor’s Books and Records shall be at Owner’s expense. Contractor shall include audit provisions identical to this Section 3.13 in all Major Subcontracts. No access to Books and Records shall be granted to any of Owner’s third party auditors until such third party auditor has signed a confidentiality agreement with Contractor in accordance with the standard practice in the auditing industry for audits of this kind. The restrictions in this Section 3.13B to the audit rights of Owner shall not be used by Contractor to avoid any obligations Contractor might have to produce documents under Applicable Law or in any litigation or arbitration against Contractor or against Guarantor under the Parent Guarantee. C. Contractor shall not, and shall provide that its Subcontractors, Sub-subcontractors and agents or employees of any of them shall not, without Owner’s prior written approval, (i) pay any commissions or fees, or grant any rebates, to any employee or officer of Owner or its Affiliates, (ii) favor employees or officers of same with gifts or entertainment of a significant cost or value, or (iii) enter into any business arrangements with employees or officers of same.

Books, Records and Audits. A. Contractor shall keep full and detailed books, construction logs, records, daily reports, schedules, accounts, payroll records, receipts, statements, electronic files, correspondence and other pertinent documents as may be necessary for proper management under this Agreement, as required under Applicable Law or this Agreement, and in any way relating to this Agreement (“Books and Records”). Contractor shall maintain all such Books and Records in accordance with GAAP and shall retain all such Books and Records for a minimum period of three (3) years after Final Completion, or such greater period of time as may be required under Applicable Law. B. Upon reasonable notice, Owner shall have the right to have audited Contractor’s Books and Records by Owner’s third party auditors but only (i) to the extent necessary to validate payments made to Contractor or invoiced by Contractor for any Change Orders based on a time and materials basis, and (ii) for any costs paid with respect to any Provisional Sums and as permitted under Section 4.5Sums; except that these rights shall not extend to lump sums, or the composition of fixed unit rates or percentages. When requested by Owner, Contractor shall provide Owner’s third party auditors with reasonable access to all such relevant Books and Records, and Contractor’s personnel shall cooperate with such third party auditors to effectuate the audit or audits hereunder. Owner shall have the right upon consent of Contractor (such consent not to be unreasonably withheld or delayed) to have the third party auditors copy all such Books and Records. Contractor shall bear all costs incurred by it in assisting with audits performed pursuant to this Section 3.13 except that copying of Contractor’s Books and Records shall be at Owner’s expense. Contractor shall include audit provisions identical to this Section 3.13 in all Major Subcontracts. No access to Books and Records shall be granted to any of Owner’s third party auditors until such third party auditor has signed a confidentiality agreement with Contractor in accordance with the standard practice in the auditing industry for audits of this kind. The restrictions in this Section 3.13B to the audit rights of Owner shall not be used by Contractor to avoid any obligations Contractor might have to produce documents under Applicable Law or in any litigation or arbitration against Contractor or against Guarantor under the Parent Guarantee. C. Contractor shall not, and shall provide that its Subcontractors, Sub-subcontractors and agents or employees of any of them shall not, without Owner’s prior written approval, (i) pay any commissions or fees, or grant any rebates, to any employee or officer of Owner or its Affiliates, (ii) favor employees or officers of same with gifts or entertainment of a significant cost or value, or (iii) enter into any business arrangements with employees or officers of same.

Books, Records and Audits. A. Contractor shall keep full and detailed books, construction logs, records, daily reports, accounts, schedules, accounts, payroll records, receipts, statements, electronic files, correspondence and other pertinent documents as may be necessary for proper management under this Agreement, as required under Applicable Law or this Agreement, and in any way relating to this Agreement (“Books and Records”). Contractor shall maintain all such Books and Records in accordance with GAAP generally accepted accounting principles applicable in the United States, and shall retain all such Books and Records for a minimum period of three (3) years after Final CompletionCompletion of the Project, or such greater period of time as may be required under Applicable Law. B. . Upon reasonable notice, Owner and any of its representatives shall have the right to audit or to have audited Contractor’s Books and Records by Owner’s third party auditors but only with respect to: (i) any documents relating to the extent necessary to validate payments made to Contractor safety, security, quality or invoiced by Contractor for Permits, and (ii) any amounts billed under unilateral Change Orders based on a time and materials basisexecuted in accordance with this Agreement; provided, for any costs paid with respect to any Provisional Sums and as permitted under Section 4.5; except that these rights however, such parties shall not extend have the right to lump sumsaudit or have audited Contractor’s Books and Records in connection with the internal composition of any compensation that is fixed in amount hereunder, such as the composition of any fixed or unit pricing or the composition of any markups, fixed unit rates percentages or percentagesmultipliers. When requested by Owner, Contractor shall provide Owner’s third party the auditors with reasonable access to all such relevant Books and Records, and Contractor’s personnel shall cooperate with such third party the auditors to effectuate the audit or audits hereunder. Owner The auditors shall have the right upon consent of Contractor (such consent not to be unreasonably withheld or delayed) to have the third party auditors copy all such Books and Records. Contractor shall bear at its own cost and expense all costs incurred by it in assisting Owner with audits performed pursuant to this Section 3.13 except that copying of Contractor’s Books and Records shall be at Owner’s expense3.8. Contractor shall include audit provisions identical to this Section 3.13 3.8 in all Major Subcontracts. No access to Books and Records shall be granted to any of Owner’s third party auditors until such third party auditor has signed a confidentiality agreement with Contractor in accordance with the standard practice in the auditing industry for audits of this kind. The restrictions in this Section 3.13B 3.8 to the audit rights of Owner shall not be used by Contractor to avoid control over any obligations Contractor might rights such parties have to produce documents under Applicable Law or in discovery in any litigation or arbitration against Contractor or against Guarantor under the Parent Guaranteearising out of Section 17.2 of this Agreement. C. Contractor shall not, and shall provide that its Subcontractors, Sub-subcontractors and agents or employees of any of them shall not, without Owner’s prior written approval, (i) pay any commissions or fees, or grant any rebates, to any employee or officer of Owner or its Affiliates, (ii) favor employees or officers of same with gifts or entertainment of a significant cost or value, or (iii) enter into any business arrangements with employees or officers of same.

Books, Records and Audits. A. Contractor shall keep full and detailed books, construction logs, records, daily reports, schedules, accounts, payroll records, receipts, invoices, statements, electronic files, correspondence and other pertinent documents as may be necessary for proper management under this Agreement, as required under Applicable Law or this Agreement, and in any way relating to this Agreement (“Books and Records”). Contractor shall maintain all such Books and Records in accordance with GAAP and shall retain all such Books and Records for a minimum period of three (3) years after Final CompletionCompletion and with respect to any matters related to Taxes, until the expiration of the constitutional or statutory period in which an applicable Governmental Instrumentality may examine or audit Contractor or Owner for any such Taxes, or such greater period of time as may be required under Applicable Law. B. Upon reasonable notice, Owner or Owner’s Tax Consultant shall have the right to have audited Contractor’s Books and Records by Owner’s third party auditors auditors, Owner’s Tax Consultant, or Governmental Instrumentality Assessor, but only to the extent necessary to (i) validate payments made to Contractor or invoiced by Contractor for any Change Orders (including Change Orders based on any Provisional Sum concerning Taxes) based on a time and materials basis, for any costs paid with respect to any Provisional Sums Sum and as permitted under Section 4.53.29; except that these rights shall not extend to lump sumssums (except to the extent relating to any Provisional Sum concerning Taxes) or the composition of fixed unit rates or percentages or (ii) calculate, determine, validate, challenge, appeal or take any other action concerning Taxes for which Owner is responsible hereunder, but only to the extent that the necessary information is not otherwise available to Owner; except that these rights shall not extend to lump sums (except to the extent relating to any Provisional Sum concerning Taxes) or the composition of fixed unit rates or percentages. When requested by Owner, Contractor shall provide Owner’s third party auditors auditors, Owner’s Tax Consultant or Governmental Instrumentality Assessor with reasonable access to all such relevant Books and RecordsRecords for the same purposes and to the same extent stated above, and Contractor’s personnel shall cooperate with such third party auditors or Owner’s Tax Consultant to effectuate the audit or audits hereunder. Owner shall have the right upon consent of Contractor (such consent not to be unreasonably withheld or delayed) to have the third party auditors or Owner’s Tax Consultant copy all such relevant Books and Records. Contractor shall bear all costs incurred by it in assisting with audits performed pursuant to this Section 3.13 except that copying of Contractor’s Books and Records shall be at Owner’s expense. Contractor shall include audit provisions identical to this Section 3.13 in all Major Subcontracts. No access to Books and Records shall be granted to any of Owner’s third party auditors or Owner’s Tax Consultant until such third party auditor or Owner’s Tax Consultant has signed a confidentiality agreement with Contractor in accordance with the standard practice in the auditing industry for audits of this kind. The restrictions in this Section 3.13B to the audit rights of Owner shall not be used by Contractor to avoid any obligations Contractor might have to produce documents under Applicable Law or in any litigation or arbitration against Contractor or against Guarantor under the Parent Guarantee. C. In addition, provided that Owner has advised Contractor of Owner’s requirements in advance, Contractor shall organize its Books and Records of accounts to segregate various costs and otherwise provide data required by Owner or Owner’s Tax Consultant for investment, Taxes and related purposes. D. Contractor shall not, and shall provide that its Subcontractors, Sub-subcontractors and agents or employees of any of them shall not, without Owner’s prior written approval, (i) pay any commissions or fees, or grant any rebates, to any employee or officer of Owner or its Affiliates, (ii) favor employees or officers of same with gifts or entertainment of a significant cost or value, or (iii) enter into any business arrangements with employees or officers of same.

Books, Records and Audits. A. Contractor shall keep full and detailed books, construction and manufacturing logs, records, daily reports, accounts, schedules, accounts, payroll records, receipts, statements, electronic files, correspondence and other pertinent documents as may be necessary for proper management under this Agreement, Agreement or as required under Applicable Law or this Agreement, and in any way relating to this Agreement (“Books and Records”). Contractor shall maintain all such Books and Records in accordance with GAAP generally accepted accounting principles applicable in the United States and shall retain all such Books and Records for a minimum period of three (3) years after Final Completion, or such greater period of time as may be required under Applicable Law. B. Upon reasonable notice, Owner Owner, Lender, and any of their representatives, including Lender’s independent engineer, shall have the right to audit or to have audited Contractor’s Books and Records by (including all amounts billed under Owner-directed Change Orders executed in accordance with this Agreement); provided, however, that such parties shall not have the right to audit or have audited Contractor’s third party auditors but only Books and Records in connection with the internal composition of any compensation that is fixed in amount hereunder, except to the extent that any such compensation is reasonably necessary to validate payments made to Contractor or invoiced evaluate any claims brought by Contractor for extra compensation or schedule relief and such claims depend in whole or in part on the internal composition of any Change Orders based on a time and materials basis, for such fixed amounts or has any costs paid reasonable bearing with respect to: (i) any proceeding (including any civil, criminal or administrative proceeding or investigation) before any Governmental Instrumentality in which Owner is involved, (ii) any litigation brought by third parties against Owner and such internal composition of any fixed amounts is in Owner’s reasonable opinion necessary to any Provisional Sums and as permitted under Section 4.5; except that these rights shall not extend to lump sumsdefend against such litigation, or the composition of fixed unit rates (iii) regulatory compliance, standards or percentagesdemands. When requested by Owner, Contractor shall provide Owner’s third party the auditors with reasonable access to all such relevant Books and Records, and Contractor’s personnel shall cooperate with such third party the auditors to effectuate the audit or audits hereunder. Owner The auditors shall have the right upon consent of Contractor (such consent not to be unreasonably withheld or delayed) to have the third party auditors copy all such Books and Records. Contractor shall bear at its own cost and expense all costs incurred by it in reasonably assisting Owner with audits performed pursuant to this Section 3.13 except that copying of Contractor’s Books and Records shall be at Owner’s expense. Contractor shall include audit provisions identical to this Section 3.13 in all Major Subcontracts. No access to Books and Records shall be granted to any of Owner’s third party auditors until such third party auditor has signed a confidentiality agreement with Contractor in accordance with the standard practice in the auditing industry for audits of this kind3.13. The restrictions in this Section 3.13B to the audit rights of Owner Owner, Lender or Lender’s independent engineer shall not be used by Contractor to avoid control over any obligations Contractor might rights such parties have to produce documents under Applicable Law or Law, in discovery in any litigation or arbitration against Contractor or against Guarantor under the Parent Guaranteearising out of Article 19. C. Contractor shall not, and shall provide that its Subcontractors, Sub-subcontractors and agents or employees of any of them shall not, without Owner’s prior written approval, (i) pay any commissions or fees, or grant any rebates, to any employee or officer of Owner or its Affiliates, (ii) favor employees or officers of same with gifts or entertainment of a significant cost or value, or (iii) enter into any business arrangements with employees or officers of same.

Books, Records and Audits. A. Contractor shall keep full and detailed books, construction logs, records, daily reports, schedules, accounts, payroll records, receipts, statements, electronic files, correspondence and other pertinent documents as may be necessary for proper management under this Agreement, as required under Applicable Law or this Agreement, and in any way relating to this Agreement (“Books and Records”). Contractor shall maintain all such Books and Records in accordance with GAAP and shall retain all such Books and Records for a minimum period of three (3) years after Final Completion, or such greater period of time as may be required under Applicable Law. B. Upon reasonable notice, Owner shall have the right to have audited Contractor’s Books and Records by Owner’s third party auditors but only to the extent necessary to validate payments made to Contractor or invoiced by Contractor for any Change Orders based on a time and materials basis, for any costs paid with respect to any Provisional Sums the basis of Reimbursable Costs and as permitted under Section 4.5; except that these rights shall not extend to lump sums, or the composition of fixed unit rates or percentages. When requested by Owner, Contractor shall provide Owner’s third party auditors with reasonable access to all such relevant Books and Records, and Contractor’s personnel shall cooperate with such third party auditors to effectuate the audit or audits hereunder. Owner shall have the right upon consent of Contractor (such consent not to be unreasonably withheld or delayed) to have the third party auditors copy all such Books and Records. Contractor shall bear all costs incurred by it in assisting with audits performed pursuant to this Section 3.13 except that copying of Contractor’s Books and Records shall be at Owner’s expense3.13. Contractor shall include audit provisions identical to this Section 3.13 in all Major Subcontracts. No access to Books and Records shall be granted to any of Owner’s third party auditors until such third party auditor has auditors have signed a confidentiality agreement with Contractor in accordance with the standard practice in the auditing industry for audits of this kind. The restrictions in this Section 3.13B to the audit rights of Owner shall not be used by Contractor to avoid any obligations Contractor might have to produce documents under Applicable Law or in any litigation or arbitration against Contractor or against Guarantor under the Parent Guarantee. C. Contractor shall not, and shall provide that its Subcontractors, Sub-subcontractors and agents or employees of any of them shall not, without Owner’s prior written approval, (i) pay any commissions or fees, or grant any rebates, to any employee or officer of Owner or its Affiliates, (ii) favor employees or officers of same with gifts or entertainment of a significant cost or value, or (iii) enter into any business arrangements with employees or officers of same.

Books, Records and Audits. A. Contractor shall keep full and detailed books, construction logs, records, daily reports, accounts, schedules, accounts, payroll records, receipts, statements, electronic files, correspondence and other pertinent documents as may be necessary for proper management under this Agreement, as required under Applicable Law or this Agreement, and in any way relating to this Agreement other than legally privileged material (“Books and Records”). Contractor shall maintain all such Books and Records in accordance with GAAP generally accepted accounting principles applicable in the United States, and shall retain all such Books and Records for a minimum period of three (3) years after Final CompletionCompletion of the Project, or such greater period of time as may be required under Applicable Law. B. Upon reasonable notice, Owner Owner, Lender and any of its representatives, including Independent Engineer, shall have the right to audit or to have audited Contractor’s Books and Records; provided, however, such parties shall not have the right to audit or have audited Contractor’s Books and Records in connection with the internal composition of any compensation that is fixed in amount hereunder (including any fixed, percentage markups for overhead and profit), except to the extent that any such compensation has any bearing with respect to (i) any claims brought by Contractor for extra compensation or schedule relief and such claims depend in whole or in part on the internal composition of any such fixed amounts, (ii) any proceeding (including any civil, criminal or administrative proceeding or investigation) before any Governmental Instrumentality in which Owner is involved, (iii) any litigation brought by third parties against Owner and such internal composition of any fixed amounts is in Owner’s reasonable opinion necessary to defend against such litigation, (iv) any request by Owner’s third party auditors but only to the extent necessary to validate payments made to customers, (v) regulatory compliance, standards or demands, (vi) any amounts for which Contractor seeks payment if this Agreement is terminated by Owner under Sections 14.1 or invoiced by Contractor for any Change Orders based on a time and materials basis, for any costs paid with respect to any Provisional Sums and as permitted under Section 4.5; except that these rights shall not extend to lump sums14.2, or the (vii) Owner’s right to withhold payment under this Agreement where such internal composition of any fixed unit rates or percentagesamounts is necessary, in Owner’s reasonable opinion, to determine the amount of withholding. When requested by Owner, Contractor shall provide Owner’s third party the auditors with reasonable access to all such relevant Books and Records, and Contractor’s personnel shall cooperate with such third party the auditors to effectuate the audit or audits hereunder. Owner The auditors shall have the right upon consent of Contractor (such consent not to be unreasonably withheld or delayed) to have the third party auditors copy all such Books and Records. Contractor shall bear at its own cost and expense all costs incurred by it in assisting Owner with audits performed pursuant to this Section 3.13 except that copying of Contractor’s Books and Records shall be at Owner’s expense3.9. Contractor shall include audit provisions identical to this Section 3.13 3.9 in all Major Subcontracts. No access to Books and Records shall be granted to any of Owner’s third party auditors until such third party auditor has signed a confidentiality agreement with Contractor in accordance with the standard practice in the auditing industry for audits of this kind. The restrictions in this Section 3.13B 3.9B to the audit rights of Owner shall not be used by Contractor to avoid any obligations Contractor might have to produce documents under Applicable Law or in any litigation or arbitration against Contractor or against Guarantor under the Parent GuaranteeContractor. C. Contractor shall not, and shall provide that its Subcontractors, Sub-subcontractors and agents or employees of any of them shall not, without Owner’s prior written approval, (i) pay any commissions or fees, or grant any rebates, to any employee or officer of Owner or its Affiliates, (ii) favor employees or officers of same with gifts or entertainment of a significant cost or value, or (iii) enter into any business arrangements with employees or officers of same.

Books, Records and Audits. A. Contractor shall keep full and detailed books, construction and manufacturing logs, records, daily reports, accounts, schedules, accounts, payroll records, receipts, statements, electronic files, correspondence and other pertinent documents as may be necessary for proper management under this Agreement, as required under Applicable Law or this Agreement, and in any way relating to this Agreement (“Books and Records”). Contractor shall maintain all such Books and Records in accordance with GAAP generally accepted accounting principles applicable in the United States and shall retain all such Books and Records for a minimum period of time equal to the greater of: (i) three (3) years after Final Completion, or (ii) such greater period of time as may be required under Applicable Law, or (iii) the time period required for resolution of all third-party claims arising out of or relating to this Agreement, the Work or the Facility. B. Upon reasonable notice, Owner Owner, Lender, and Independent Engineer shall have the right to have audited audit or to appoint an independent public accounting firm to audit Contractor’s Books and Records; provided, however, with respect to an independent public accounting firm, such Lender, Independent Engineer and independent public accounting firm and their representatives shall first execute a confidentiality agreement with Contractor. Contractor’s Books and Records by Owner’s third party auditors but only to the extent may be audited as necessary to (i) validate payments made to Contractor or invoiced by Contractor for all amounts billed under any Change Orders based on that are not a time fixed price, and materials basis, for any costs paid with respect to any Provisional Sums (ii) review and as permitted under Section 4.5; except that these rights shall not extend to lump sums, or the composition of fixed unit rates or percentagesconfirm safety records. When requested by Owner, Contractor shall provide Owner’s third party the auditors with reasonable access to all such relevant Books and Records, and Contractor’s personnel shall cooperate with such third party the auditors to effectuate the audit or audits hereunder. Owner The auditors shall have the right upon consent of Contractor (such consent not to be unreasonably withheld or delayed) to have the third party auditors copy all such Books and RecordsRecords at Owner’s expense. Contractor shall bear all reasonable costs and expenses incurred by it in assisting Owner with audits performed pursuant to this Section 3.13 except that copying of Contractor’s Books and Records shall be at Owner’s expense3.13. Contractor shall include audit provisions identical to this Section 3.13 in all Major Subcontracts. No access to Books and Records shall be granted to any of Owner’s third party auditors until such third party auditor has signed a confidentiality agreement with Contractor in accordance with the standard practice in the auditing industry for audits of this kind. The restrictions in this Section 3.13B to the audit rights of Owner Owner, Lender or Independent Engineer shall not be used by Contractor to avoid control over any obligations Contractor might rights such parties have to produce documents under Applicable Law Law, in discovery in any arbitration or litigation arising out of ARTICLE 18 or in any arbitration or litigation against Guarantor or in any litigation or arbitration against Contractor or against Guarantor under the Parent Guaranteebetween Owner and any Governmental Instrumentality. C. Contractor shall not, and shall provide that its Subcontractors, Sub-subcontractors and agents or employees of any of them shall not, without Owner’s prior written approval, (i) pay any commissions or fees, or grant any rebates, to any employee or officer of Owner or its Affiliates, (ii) favor employees or officers of same with gifts or entertainment of a significant cost or value, or (iii) enter into any business arrangements with employees or officers of same.

Books, Records and Audits. A. Contractor shall keep full and detailed books, construction and manufacturing logs, records, daily reports, accounts, schedules, accounts, payroll records, receipts, statements, electronic files, correspondence and other pertinent documents as may be necessary for proper management under this Agreement, as required under Applicable Law or this Agreement, and in any way relating to this Agreement (“Books and Records”). Contractor shall maintain all such Books and Records in accordance with GAAP generally accepted accounting principles applicable in the United States and shall retain all such Books and Records for a minimum period of time equal to the greater of: (i) three (3) years after Final Completion, or (ii) such greater period of time as may be required under Applicable Law. B. Upon reasonable notice, Owner Owner, Lender, and Independent Engineer shall have the right to have audited audit or to appoint an independent public accounting firm to audit Contractor’s Books and Records by Owner’s third party auditors but only to the extent necessary to validate payments made to Contractor or invoiced by Contractor for any Change Orders based on a time and materials basisRecords; provided, for any costs paid however, with respect to any Provisional Sums an independent public accounting firm, such Lender, Independent Engineer and as permitted under Section 4.5; except that these rights independent public accounting firm and their representatives shall not extend to lump sums, or the composition of fixed unit rates or percentages. When requested by Owner, Contractor shall provide Owner’s third party auditors with reasonable access to all such relevant Books and Records, and Contractor’s personnel shall cooperate with such third party auditors to effectuate the audit or audits hereunder. Owner shall have the right upon consent of Contractor (such consent not to be unreasonably withheld or delayed) to have the third party auditors copy all such Books and Records. Contractor shall bear all costs incurred by it in assisting with audits performed pursuant to this Section 3.13 except that copying of Contractor’s Books and Records shall be at Owner’s expense. Contractor shall include audit provisions identical to this Section 3.13 in all Major Subcontracts. No access to Books and Records shall be granted to any of Owner’s third party auditors until such third party auditor has signed first execute a confidentiality agreement with Contractor in accordance with the standard practice in the auditing industry for audits of this kind. Contractor’s Books and Records may be audited as necessary to (i) validate all amounts billed under any Change Orders that are not a fixed price or with respect to any Provisional Sums, and (ii) review and confirm safety and quality records. When requested by Owner, Contractor shall provide the auditors with reasonable access to all such relevant Books and Records at Owner’s expense, and Contractor’s personnel shall cooperate with the auditors to effectuate the audit or audits hereunder. The auditors shall have the right to copy such Books and Records. Contractor shall bear all reasonable costs and expenses incurred by it in assisting Owner with audits performed pursuant to this Section 3.13. The restrictions in this Section 3.13B to the audit rights of Owner Owner, Lender or Independent Engineer shall not be used by Contractor to avoid control over any obligations Contractor might rights such parties have to produce documents under Applicable Law Law, in discovery in any litigation arising out of Article 18 or in any litigation or arbitration against Contractor or against Guarantor under the Parent Guaranteea Guarantor. C. Contractor shall not, and shall provide that its Subcontractors, Sub-subcontractors and agents or employees of any of them shall not, without Owner’s prior written approval, (i) pay any commissions or fees, or grant any rebates, to any employee or officer of Owner or its Affiliates, (ii) favor employees or officers of same with gifts or entertainment of a significant cost or value, or (iii) enter into any business arrangements with employees or officers of same.

Books, Records and Audits. A. Contractor shall keep full and detailed books, construction and manufacturing logs, records, daily reports, accounts, schedules, accounts, payroll records, receipts, statements, electronic files, correspondence and other pertinent documents as may be necessary for proper management under this Agreement, as required under Applicable Law or this Agreement, and in any way relating to this Agreement (“Books and Records”). Contractor shall maintain all such Books and Records in accordance with GAAP generally accepted accounting principles applicable in the United States and shall retain all such Books and Records for a minimum period of time equal to the greater of: (i) three (3) years after Final Completion, or (ii) such greater period of time as may be required under Applicable Law, or (iii) the time period required for resolution of all third-party claims arising out of or relating to this Agreement, the Work or the Train 3 Liquefaction Facility. B. Upon reasonable notice, Owner Owner, Lender, and Independent Engineer shall have the right to have audited audit or to appoint an independent public accounting firm to audit Contractor’s Books and Records; provided, however, with respect to an independent public accounting firm, such Lender, Independent Engineer and independent public accounting firm and their representatives shall first execute a confidentiality agreement with Contractor. Contractor’s Books and Records by Owner’s third party auditors but only to the extent may be audited as necessary to (i) validate payments made to Contractor or invoiced by Contractor for all amounts billed under any Change Orders based on that are not a time fixed price, and materials basis, for any costs paid with respect to any Provisional Sums (ii) review and as permitted under Section 4.5; except that these rights shall not extend to lump sums, or the composition of fixed unit rates or percentagesconfirm safety records. When requested by Owner, Contractor shall provide Owner’s third party the auditors with reasonable access to all such relevant Books and Records, and Contractor’s personnel shall cooperate with such third party the auditors to effectuate the audit or audits hereunder. Owner The auditors shall have the right upon consent of Contractor (such consent not to be unreasonably withheld or delayed) to have the third party auditors copy all such Books and RecordsRecords at Owner’s expense. Contractor shall bear all reasonable costs and expenses incurred by it in assisting Owner with audits performed pursuant to this Section 3.13 except that copying of Contractor’s Books and Records shall be at Owner’s expense3.13. Contractor shall include audit provisions identical to this Section 3.13 in all Major Subcontracts. No access to Books and Records shall be granted to any of Owner’s third party auditors until such third party auditor has signed a confidentiality agreement with Contractor in accordance with the standard practice in the auditing industry for audits of this kind. The restrictions in this Section 3.13B to the audit rights of Owner Owner, Lender or Independent Engineer shall not be used by Contractor to avoid control over any obligations Contractor might rights such parties have to produce documents under Applicable Law Law, in discovery in any arbitration or litigation arising out of ARTICLE 18 or in any arbitration or litigation against Guarantor or in any litigation or arbitration against Contractor or against Guarantor under the Parent Guaranteebetween Owner and any Governmental Instrumentality. C. Contractor shall not, and shall provide that its Subcontractors, Sub-subcontractors and agents or employees of any of them shall not, without Owner’s prior written approval, (i) pay any commissions or fees, or grant any rebates, to any employee or officer of Owner or its Affiliates, (ii) favor employees or officers of same with gifts or entertainment of a significant cost or value, or (iii) enter into any business arrangements with employees or officers of same.

Books, Records and Audits. A. Contractor shall keep full and detailed books, construction logs, records, daily reports, schedules, accounts, payroll records, receipts, invoices, statements, electronic files, correspondence and other pertinent documents as may be necessary for proper management under this Agreement, as required under Applicable Law or this Agreement, and in any way relating to this Agreement (“Books and Records”). Contractor shall maintain all such Books and Records in accordance with GAAP and shall retain all such Books and Records for a minimum period of three (3) years after Final CompletionCompletion and with respect to any matters related to Taxes, until the expiration of the constitutional or statutory period in which an applicable Governmental Instrumentality may examine or audit Contractor or Owner for any such Taxes, or such greater period of time as may be required under Applicable Law. B. Upon reasonable notice, Owner or Owner’s Tax Consultant shall have the right to have audited Contractor’s Books and Records by Owner’s third party auditors auditors, Owner’s Tax Consultant, or Governmental Instrumentality Assessor, but only to the extent necessary to (i) validate payments made to Contractor or invoiced by Contractor for any Change Orders (including Change Orders based on any Provisional Sum concerning Taxes) based on a time and materials basis, for any costs paid with respect to any Provisional Sums Sum and as permitted under Section 4.53.29; except that these rights shall not extend to lump sumssums (except to the extent relating to any Provisional Sum concerning Taxes) or the composition of fixed unit rates or percentages, or (ii) calculate, determine, validate, challenge, appeal or take any other action concerning Taxes for which Owner is responsible hereunder, but only to the extent that the necessary information is not otherwise available to Owner; except that these rights shall not extend to lump sums (except to the extent relating to any Provisional Sum concerning Taxes) or the composition of fixed unit rates or percentages. When requested by Owner, Contractor shall provide Owner’s third party auditors auditors, Owner’s Tax Consultant or Governmental Instrumentality Assessor with reasonable access to all such relevant Books and RecordsRecords for the same purposes and to the same extent stated above, and Contractor’s personnel shall cooperate with such third party auditors or Owner’s Tax Consultant to effectuate the audit or audits hereunder. Owner shall have the right upon consent of Contractor (such consent not to be unreasonably withheld or delayed) to have the third party auditors or Owner’s Tax Consultant copy all such relevant Books and Records. Contractor shall bear all costs incurred by it in assisting with audits performed pursuant to this Section 3.13 except that copying of Contractor’s Books and Records shall be at Owner’s expense. Contractor shall include audit provisions identical to this Section 3.13 in all Major Subcontracts. No access to Books and Records shall be granted to any of Owner’s third party auditors or Owner’s Tax Consultant until such third party auditor or Owner’s Tax Consultant has signed a confidentiality agreement with Contractor in accordance with the standard practice in the auditing industry for audits of this kind. The restrictions in this Section 3.13B to the audit rights of Owner shall not be used by Contractor to avoid any obligations Contractor might have to produce documents under Applicable Law or in any litigation or arbitration against Contractor or against Guarantor under the Parent Guarantee. C. In addition, provided that Owner has advised Contractor of Owner’s requirements in advance, Contractor shall organize its Books and Records of accounts to segregate various costs and otherwise provide data required by Owner or Owner’s Tax Consultant for investment, Taxes and related purposes. D. Contractor shall not, and shall provide that its Subcontractors, Sub-subcontractors and agents or employees of any of them shall not, without Owner’s prior written approval, (i) pay any commissions or fees, or grant any rebates, to any employee or officer of Owner or its Affiliates, (ii) favor employees or officers of same with gifts or entertainment of a significant cost or value, or (iii) enter into any business arrangements with employees or officers of same.

Books, Records and Audits. A. 3.13.1. Contractor shall keep full and detailed books, construction logs, records, daily reports, accounts, schedules, accounts, payroll records, receipts, statements, electronic files, correspondence and other pertinent documents as may be necessary for proper management under this Agreement, as required under Applicable Law or this Agreement, and in any way relating to this Agreement (“Books and Records”). Contractor shall maintain all such Books and Records in accordance with GAAP GAAP, and shall retain all such Books and Records for a minimum period of three (3) years after Final CompletionCompletion of the Project, or such greater period of time as may be required under Applicable Law. B. 3.13.2. Upon reasonable notice, Owner Owner, Lender, and any of their representatives, including Lender’s independent engineer, shall have the right to audit or to have audited Contractor’s Books and Records; provided, however, such parties shall not have the right to audit or have audited Contractor’s Books and Records in connection with the internal composition of any compensation that is fixed in amount hereunder including by Owner’s third party auditors way of example and not limitation any base rates and multipliers or prorates used to calculate burdened rates on taxable wages including but only not limited to payroll taxes, insurance, small tools and consumables, except to the extent necessary to validate payments made to Contractor or invoiced by Contractor for that any Change Orders based on a time and materials basis, for such compensation has any costs paid bearing with respect to (i) any Provisional Sums and as permitted under Section 4.5; except that these rights shall not extend to lump sumsproceeding (including any civil, criminal or the composition of fixed unit rates administrative proceeding or percentagesinvestigation) before any Governmental Instrumentality in which Owner is involved. When requested by Owner, Contractor shall provide Owner’s third party the auditors with reasonable access to all such relevant Books and Records, and Contractor’s personnel shall cooperate with such third party the auditors to effectuate the audit or audits hereunder. Owner The auditors shall have the right upon consent of Contractor (such consent not to be unreasonably withheld or delayed) to have the third party auditors copy all such Books and Records. Contractor Owner shall bear all costs incurred by it Contractor in assisting Owner with audits performed pursuant to this Section 3.13 except that copying of Contractor’s Books and Records shall be at Owner’s expense3.13. Contractor shall include audit provisions identical to this Section 3.13 in all Major Subcontracts. No access to Books and Records shall be granted to any of Owner’s third party auditors until such third party auditor has signed a confidentiality agreement with Contractor in accordance with the standard practice in the auditing industry for audits of this kind. The restrictions in this Section 3.13B 3.13.2 to the audit rights of Owner by Owner, Lender or Lender’s independent engineer shall not be used by Contractor to avoid control over any obligations Contractor might rights such parties have to produce documents under Applicable Law in discovery in any arbitration or litigation arising out of Section 18.1 of this Agreement or in any litigation or arbitration against Contractor or against Guarantor under the Parent GuaranteeGuarantor. C. Contractor shall not, and shall provide that its Subcontractors, Sub-subcontractors and agents or employees of any of them shall not, without Owner’s prior written approval, (i) pay any commissions or fees, or grant any rebates, to any employee or officer of Owner or its Affiliates, (ii) favor employees or officers of same with gifts or entertainment of a significant cost or value, or (iii) enter into any business arrangements with employees or officers of same.