Common use of Company Audit Clause in Contracts

Company Audit. Agent shall, upon at least thirty (30) days written notice, no more frequently than once per year, and at mutually agreed dates and times, allow Clients, their auditors and/or their regulators, to inspect, examine, and audit (each, an "Audit") Agent's operations, procedures and business records that are relevant to the Services provided hereunder by Agent (collectively, "Records''), solely to determine Agent's compliance with this Agreement, and only to the extent that such Records were not included within the scope of the SSAE 16, AT 101, or equivalent audit conducted for Agent within the previous calendar year. Notwithstanding the foregoing, Agent may, in its sole discretion, prohibit Clients from entering certain areas of its facilities for security reasons, in which case Agent will provide Clients with alternative access to the Records, information or personnel in such restricted area, to the extent reasonably possible. Audits shall not include penetration testing. Further, Clients agree that any Audit includes the right of Clients to inspect Records on- site at Agent's office, but not the right to copy Records. Clients will provide Agent with a written Scope of Work including a mutually agreed level of detail, at least 10 business days in advance of commencement of an Audit. Agent shall cooperate reasonably and in good faith with Clients' internal or external auditors to ensure a prompt and accurate Audit. In addition, Agent shall address within a reasonable time period and in the manner determined by Agent any practices found to be non-compliant with this Agreement after receipt of a Client Audit report. Clients acknowledge that Agent may require any such auditors and/or regulators of Clients to agree to written confidentiality provisions relating to Agent's proprietary and confidential information that such auditors and/or regulators may have access to during any such Audit. Clients agree to compensate Agent for all out of pocket expenses incurred in connection with any Audit, and also agrees to compensate Agent, in accordance with the Agent fee schedule in effect at the time such Audit, for the time of each Agent employee required to assist such Audit; provided, however, that in no event shall Clients be charged for the time incurred by Agent's Relationship Management employees required to assist such Audit." (c) Exhibit D for each Client, as amended, is hereby deleted in its entirety and replaced with the attached revised Exhibit D.

Company Audit. Agent shall, upon at least thirty (30) days written notice, no more frequently than once per year, and at mutually agreed dates and times, allow Clients, their auditors and/or their regulators, to inspect, examine, and audit (each, an "“Audit"”) Agent's ’s operations, procedures and business records that are relevant to the Services provided hereunder by Agent (collectively, "“Records''’’), solely to determine Agent's ’s compliance with this Agreement, and only to the extent that such Records were not included within the scope of the SSAE 16, AT 101, or equivalent audit conducted for Agent within the previous calendar year. Notwithstanding the foregoing, Agent may, in its sole discretion, prohibit Clients from entering certain areas of its facilities for security reasons, in which case Agent will provide Clients with alternative access to the Records, information or personnel in such restricted area, to the extent reasonably possible. Audits shall not include penetration testing. Further, Clients agree that any Audit includes the right of Clients to inspect Records on- site at Agent's ’s office, but not the right to copy Records. Clients will provide Agent with a written Scope of Work including a mutually agreed level of detail, at least 10 business days in advance of commencement of an Audit. Agent shall cooperate reasonably and in good faith with Clients' ’ internal or external auditors to ensure a prompt and accurate Audit. In addition, Agent shall address within a reasonable time period and in the manner determined by Agent any practices found to be non-compliant with this Agreement after receipt of a Client Audit report. Clients acknowledge that Agent may require any such auditors and/or regulators of Clients to agree to written confidentiality provisions relating to Agent's ’s proprietary and confidential information that such auditors and/or regulators may have access to during any such Audit. Clients agree to compensate Agent for all out of pocket expenses incurred in connection with any Audit, and also agrees to compensate Agent, in accordance with the Agent fee schedule in effect at the time such Audit, for the time of each Agent employee required to assist such Audit; provided, however, that in no event shall Clients be charged for the time incurred by Agent's ’s Relationship Management employees required to assist such Audit."” (c) Exhibit D for each Client, as amended, is hereby deleted in its entirety and replaced with the attached revised Exhibit D.

Company Audit. (a) Transfer Agent shall, upon at least thirty (30) days reasonable written notice, no more frequently than once per year, notice and at mutually agreed dates and times, allow Clientsa Company, their its auditors and/or their its regulators, to inspect, examine, test and audit (eachfrom time to time that portion of Transfer Agent’s books and records, an "Audit") Agent's operationspolicies and procedures, as such books, records, policies and procedures and business records that are relevant pertain to the Services provided hereunder by Agent Services, as they relate to billing or invoicing only, including, but not limited to, purchase orders, documentation of initiation or placement of each order, date, time and place of delivery of each shipment and cost, including applicable sales tax, of each order. (collectivelyb) Until the End Date, "Records'')Company shall have the right, solely upon twenty (20) business days written notice, from time to determine time but not more than annually, to review, examine and/or audit that portion of Transfer Agent's compliance with this Agreement’s books and records, policies and only procedures pertaining to the extent that such Records were (i) controls and processes not included within the scope of the a SSAE 16, AT 101, or equivalent audit conducted for (“SSAE 16 Audit”) performed by Transfer Agent within the previous calendar yearyear and (ii) controls and processes within the scope of such SSAE 16 Audit that led to an exception under the results of testing in such audit. Notwithstanding the foregoing, if Transfer Agent does not provide Company with SSAE 16 Audit findings for a previous calendar year during any calendar year of the Term, Company may audit any controls and processes in connection with Transfer Agent’s performance of the Services. (c) Notwithstanding the foregoing, Transfer Agent may, in its sole discretion, prohibit Clients a Company from entering certain areas of its facilities for security reasons, in which case Transfer Agent will provide Clients a Company with alternative access to the Recordsrecords, documents, other information or personnel in such restricted area, to the extent reasonably possible. Audits shall not include penetration testing. Further, Clients agree that any Audit includes the right of Clients to inspect Records on- site at Agent's office, but not the right to copy Records. Clients will provide Agent with a written Scope of Work including a mutually agreed level of detail, at least 10 business days in advance of commencement of an Audit. Transfer Agent shall cooperate reasonably and in good faith with Clients' internal or external a Company’s auditors to ensure a prompt and accurate Auditaudit. In addition, Agent shall address within a reasonable time period and in the manner determined by Agent any practices found to be non-compliant with this Agreement after receipt of a Client Audit report. Clients acknowledge that Agent may require any such auditors and/or regulators of Clients to agree to written confidentiality provisions relating to Agent's proprietary and confidential information that such auditors and/or regulators may have access to during any such Audit. Clients agree Each Company agrees to compensate Transfer Agent for all out reasonable Out of pocket expenses Pocket Expenses incurred in connection with any audit under Section 2.8 (a) or (b) above (each an “Audit”), and also agrees to compensate Transfer Agent, in accordance with the Transfer Agent fee schedule in effect at the time of such Audit, for the time of each Transfer Agent employee is required to assist such Audit; provided, however, that in no event shall Clients a Company be charged for the time incurred by Transfer Agent's Relationship Management ’s relationship management employees required to assist such Audit." (c) Exhibit D for each Client, as amended, is hereby deleted in its entirety and replaced with the attached revised Exhibit D.