Client Audit Rights Sample Clauses

Client Audit Rights. Patheon will permit audits by the Client, on reasonable prior written notice, of all relevant premises, procedures, and documentation that relate to Client’s Product. Client audits are limited to one audit per calendar year unless for cause.

Client Audit Rights. The parties agree that: (a) Agile shall contribute to the inspection and audit activities the Client wishes to conduct, either directly or through a third party appointed by the latter; (b) such activities shall be conducted with a view to safeguarding normal Agile operations; (c) the use of the information which the Controller and any third party appointed by the Controller should become aware of during the audit must be previously regulated by a specific non-disclosure agreement.

Client Audit Rights. 6.1. Upon written request and at no additional cost to Client, MindWire may provide Client, and/or its appropriately qualified third-party representative (collectively, the “Auditor”), access to reasonably requested documentation evidencing MindWire’s compliance with its obligations under this DPA (collectively, “Reports”). In the event that the Reports are not available or are not sufficient to fulfill Client’s obligations under applicable Data Protection Laws, MindWire shall, to the extent required by applicant Data Protection Laws: (a) provide additional documentation and information as reasonably necessary; and (b) allow for an contribute to audits in order to assess MindWire’s compliance with this DPA (such audits shall not take place more than once in any twelve (12) month period, shall not unreasonably interfere with MindWire’s operations, shall require no less than sixty (60) days written notice to MindWire, and shall not require MindWire to disclose information or data relating to any other Client or that is subject to confidentiality obligations).

Client Audit Rights. (a) Service Provider shall assist Client and Client Affiliates in meeting its audit and regulatory requirements, as they relate to Service Provider and the Services, to enable Client, Client Affiliates, Governmental Authorities and Client Group’s Approved Auditors to conduct appropriate audits under this Agreement. Service Provider shall at all times during the Term maintain records and supporting documentation, in accordance with generally accepted accounting principles, of all financial and non-financial transactions under this Agreement and all Service Agreements sufficient to permit the Required [***]* Audits, Annual Audits, and Client Audits (each as defined below, and collectively, the “Audits”) thereof in accordance with this Article 17. During the Transition Period, and thereafter at the beginning of each Contract Year, the Account Managers will determine the timing and schedule for Audits during that Contract Year and agree upon audit guidelines and scope (the “Annual Audit Plan”). The first Annual Audit Plan will include Client Audits to be accomplished during the initial Contract Year after a [***]* stabilization period following completion of the take on activity for the last Process for each of Client’s Canadian operations and U.S. operations. All changes or additions to the Annual Audit Plan will be proposed on at least [***]* advance notice except where shorter notice periods are required by a Governmental Authority. Notwithstanding the previous statement Service Provider acknowledges and agrees that a Governmental Authority may require an Audit without prior notice to Client or Service Provider. Consistent with the Annual Audit Plan, Client Group’s auditors that execute confidentiality agreements in the form of Exhibit M (“Approved Auditors”) shall have the reasonable access set forth in Section 17.01(b) below. Client and its Approved Auditors shall have no access to other Service Provider data and systems, data of other Service Provider customers, or Service Provider internal or third party costs or cost structure, or Service Provider employee personal data, including salary, performance or other private data. Approved Auditors shall observe such procedures as Service Provider may reasonably require in order to protect the confidentiality and security of Service Provider Confidential Information, and that of its other customers. Client agrees that Approved Auditors shall perform planning, entry and exit interviews in accordance with the ag...

Client Audit Rights. So long as Client is receiving and has paid for Support Services and is otherwise in material compliance with the terms of this Agreement and for a term of one (1) year after termination of the Support Services, Client and its financial and data security auditors (internal and external) will have the right, upon thirty (30) days prior written notice, to inspect, examine and audit (collectively, “Audit”) the records, data, practices and procedures of Greenway, its affiliates, and its approved subcontractors that are relevant to determining the following: (i) the accuracy of Greenway’s invoices; and (ii) Greenway’s software development life cycle (from analysis to development) with respect to the Software. Such audit shall be conducted during Greenway’s normal business hours and shall not materially interfere with its business activities.

Client Audit Rights. Client may take reasonable and appropriate steps to ensure that Quad uses Client Personal Data received or obtained in connection with performing the Services under the Agreement in a manner consistent with Client’s obligations under U.S. Data Privacy Laws and this DSUP. Such steps are limited to Quad making available to Client, upon written request and without undue delay (subject to appropriate confidentiality obligations), a summary copy of applicable third-party audit report(s) or certifications it maintains for its Services.

Client Audit Rights. During the Term and the record-keeping period set forth in Section 9.8.1 above, CLIENT shall have the right to inspect and audit LONZA’s books and records in connection with the Materials only, at the location(s) where the books and records are maintained by LONZA. Such inspection and audits shall be performed on behalf of CLIENT by an independent Third Party auditor selected by CLIENT and reasonably acceptable to LONZA. Such audits shall be conducted during the normal business hours of LONZA upon at least [***] advance notice to LONZA and shall be made no more than once each four consecutive calendar quarters. The auditor selected by CLIENT shall be required to execute a reasonable confidentiality agreement with CLIENT and LONZA, no less stringent in scope than the confidentiality obligations set forth herein, and for a reasonable and customary time period (which in no event shall be less than [***] from the disclosure of the Confidential Information to such auditor), prior to commencing any such audit and shall only disclose to CLIENT, with a copy to LONZA, (a) whether or not the relevant payments were accurate, or the reasons why the accuracy of the relevant payments could not be determined, and any recommended actions needed to ensure the accuracy of relevant future payments and (b) if the payments were not accurate, the amount of any under- or over- payment so that such discrepancy in the payments can be equitably resolved. CLIENT shall bear its costs and expenses of audits conducted under this Section 9.8.2, unless a variation or error producing an overpayment exceeding [***] of the total amount paid by CLIENT for the period covered by the audit, in which case LONZA shall bear CLIENT’s reasonable and documented costs and expenses associated with such audit.

Client Audit Rights. Upon request and reasonable notice to Lancia, Client shall be given access by Lancia, to any information, documents, records, data, facilities and premises relating to or used for the fulfilment of Lancia’s obligations under this Agreement, including the provision of the Services for purposes of: (a) verifying compliance and/or gaining assurance of the continuing compliance of Lancia with its obligations and/or the provisions of this Agreement; (b) satisfying any legal obligations of Client, including inspection rights of regulatory authorities; (c) satisfying any contractual obligations of Client towards a third party (e.g. license audits of third party vendors); (d) compliance with Client architecture, technical and security requirements; and/or (e) enabling internal departments of Client and/or divisions of Client to fulfil their tasks. The access to information shall also include the utilization of suitable audit tools by Client where proper, necessary and reasonable under the circumstances. Client will make reasonable efforts to prevent disruption to Lancia’s business when conducting the audit.

Client Audit Rights. Minnetronix agrees that Client or any of its duly authorized representatives shall have access to and the right to reasonably perform routine audits on any pertinent design, manufacturing, or quality systems or processes and associated documentation upon at least five (5) business days’ prior written notice. Such audits shall occur once every 12-month period unless additional audits are required for cause (complaint investigation, adverse event investigations, etc.). Each of Client and Minnetronix shall bear all of its own costs in connection with routine audits. Client and Minnetronix will work in good faith based on the outcome of “for cause” audits to determine responsibility for costs associated with “for cause audits”.

Client Audit Rights. Patheon will permit audits on reasonable prior written notice, of all relevant premises, procedures and documentation by the Client; to the extent such audits are related to Client’s Product. Client audits are limited to [***] per [***] unless for cause.