Common use of Conduct of Inspection or Audit Clause in Contracts

Conduct of Inspection or Audit. (a) Any inspection or audit carried out pursuant to this Agreement may be conducted by the relevant Party, its appointed representative or by a suitably qualified person reasonably acceptable to both Parties, provided that if the inspection or audit would require access to commercially sensitive information of a Party and that Party has a legitimate commercial reason for wanting to withhold access to that information from the other Party, then the inspection or audit shall be conducted by a suitably qualified independent person reasonably acceptable to both Parties who shall be given access to the commercially sensitive information by the Party the subject of the inspection or audit but who shall be prohibited from disclosing that commercially sensitive information to the other Party . (b) The Operator shall use reasonable endeavours to ensure that Aurizon Network, its appointed representative or the person appointed to conduct an inspection or audit are entitled to enter and be upon land and premises (whether or not owned or leased by the Operator) on which the Operator’s Rollingstock is located from time to time (which location is specified in a notice pursuant to Clause 13.3) for the purposes of carrying out any inspection or audit or exercising any other right under this Agreement. (c) In exercising any right of inspection or audit under this Agreement, a Party must not interfere unreasonably with the other Party’s Trains and Rollingstock or Train Movements on the Nominated Network and must use its reasonable endeavours to avoid damage or injury and to minimise any disruption to the other Party’s business activities. (d) Subject to Clause 13.4(e), a Party conducting an inspection or audit (“Inspecting Party”) will not be liable for any delays or cancellation of Train Services or Claims suffered or incurred by or made or brought by or against the other Party as a result of the exercise by the Inspecting Party of its rights under this Clause 13 provided the Inspecting Party complies with Clause 13.4(c). (e) The Operator will be liable for and will indemnify Aurizon Network in respect of any Claim made against Aurizon Network by another Railway Operator as a result of a delay or cancellation of a Train service of that other Railway Operator as a result of the exercise by the Operator of its inspection or audit rights under this Clause 13, provided that the Operator will not be liable for, or be required to indemnify Aurizon Network in respect of, any such Claim where: (i) the Operator has complied with Clause 13.4(c) in exercising its inspection or audit rights; and (ii) the inspection or audit reveals that Aurizon Network is in breach of its obligations under this Agreement.

Conduct of Inspection or Audit. (a) Any inspection or audit carried out pursuant to this Agreement may be conducted by the relevant Party, its appointed representative or by a suitably qualified person reasonably acceptable to both Parties, provided that if the inspection or audit would require access to commercially sensitive information of a Party and that Party has a legitimate commercial reason for wanting to withhold access to that information from the other Party, then the inspection or audit shall be conducted by a suitably qualified independent person reasonably acceptable to both Parties who shall be given access to the commercially sensitive information by the Party the subject of the inspection or audit but who shall be prohibited from disclosing that commercially sensitive information to the other Party Party. (b) The Operator Access Holder shall use reasonable endeavours to ensure that Aurizon QR Network, its appointed representative or the person appointed to conduct an inspection or audit are entitled to enter and be upon land and premises (whether or not owned or leased by the OperatorAccess Holder) on which the Access Holder’s or Operator’s Rollingstock is located from time to time (which location is specified in a notice pursuant to Clause 13.312.3) for the purposes of carrying out any inspection or audit or exercising any other right under this Agreement. (c) In exercising any right of inspection or audit under this Agreement, a Party must not interfere unreasonably with the other Party’s or the Operator’s Trains and Rollingstock or Train Movements on the Nominated Network and must use its reasonable endeavours to avoid damage or injury and to minimise any disruption to the other Party’s or the Operator’s business activities. (d) Subject to Clause 13.4(e12.4(e), a Party conducting an inspection or audit (“Inspecting Party”) will not be liable for any delays or cancellation of Train Services or Claims suffered or incurred by or made or brought by or against the other Party as a result of the exercise by the Inspecting Party of its rights under this Clause 13 12 provided the Inspecting Party complies with Clause 13.4(c12.4(c). (e) The Operator Access Holder will be liable for and will indemnify Aurizon QR Network in respect of any Claim made against Aurizon QR Network by another Railway Operator as a result of a delay or cancellation of a Train service of that other Railway Operator as a result of the exercise by the Operator Access Holder of its inspection or audit rights under this Clause 1312, provided that the Operator Access Holder will not be liable for, or be required to indemnify Aurizon QR Network in respect of, any such Claim where: (i) the Operator Access Holder has complied with Clause 13.4(c12.4(c) in exercising its inspection or audit rights; and (ii) the inspection or audit reveals that Aurizon QR Network is in breach of its obligations under this Agreement.

Conduct of Inspection or Audit. (a) Any inspection or audit carried out pursuant to this Agreement may be conducted by the relevant Party, its appointed representative or by a suitably qualified person reasonably acceptable to both Parties, provided that if the inspection or audit would require access to commercially sensitive information of a Party and that Party has a legitimate commercial reason for wanting to withhold access to that information from the other Party, then the inspection or audit shall be conducted by a suitably qualified independent person reasonably acceptable to both Parties who shall be given access to the commercially sensitive information by the Party the subject of the inspection or audit but who shall be prohibited from disclosing that commercially sensitive information to the other Party . (b) The Operator shall use reasonable endeavours to ensure that Aurizon QR Network, its appointed representative or the person appointed to conduct an inspection or audit are entitled to enter and be upon land and premises (whether or not owned or leased by the Operator) on which the Operator’s Rollingstock is located from time to time (which location is specified in a notice pursuant to Clause 13.3) for the purposes of carrying out any inspection or audit or exercising any other right under this Agreement. (c) In exercising any right of inspection or audit under this Agreement, a Party must not interfere unreasonably with the other Party’s Trains and Rollingstock or Train Movements on the Nominated Network and must use its reasonable endeavours to avoid damage or injury and to minimise any disruption to the other Party’s business activities. (d) Subject to Clause 13.4(e), a Party conducting an inspection or audit (“Inspecting Party”) will not be liable for any delays or cancellation of Train Services or Claims suffered or incurred by or made or brought by or against the other Party as a result of the exercise by the Inspecting Party of its rights under this Clause 13 provided the Inspecting Party complies with Clause 13.4(c). (e) The Operator will be liable for and will indemnify Aurizon QR Network in respect of any Claim made against Aurizon QR Network by another Railway Operator as a result of a delay or cancellation of a Train service of that other Railway Operator as a result of the exercise by the Operator of its inspection or audit rights under this Clause 13, provided that the Operator will not be liable for, or be required to indemnify Aurizon QR Network in respect of, any such Claim where: (i) the Operator has complied with Clause 13.4(c) in exercising its inspection or audit rights; and (ii) the inspection or audit reveals that Aurizon QR Network is in breach of its obligations under this Agreement.

Conduct of Inspection or Audit. (a) Any inspection or audit carried out pursuant to this Agreement may be conducted by the relevant Party, its appointed representative or by a suitably qualified person reasonably acceptable to both Parties, provided that if the inspection or audit would require access to commercially sensitive information of a Party and that Party has a legitimate commercial reason for wanting to withhold access to that information from the other Party, then the inspection or audit shall be conducted by a suitably qualified independent person reasonably acceptable to both Parties who shall be given access to the commercially sensitive information by the Party the subject of the inspection or audit but who shall be prohibited from disclosing that commercially sensitive information to the other Party Party. (b) The Operator Access Holder shall use reasonable endeavours to ensure that Aurizon NetworkQR, its appointed representative or the person appointed to conduct an inspection or audit are entitled to enter and be upon land and premises (whether or not owned or leased by the OperatorAccess Holder) on which the Access Holder’s or Operator’s Rollingstock is located from time to time (which location is specified in a notice pursuant to Clause 13.312.3) for the purposes of carrying out any inspection or audit or exercising any other right under this Agreement. (c) In exercising any right of inspection or audit under this Agreement, a Party must not interfere unreasonably with the other Party’s or the Operator’s Trains and Rollingstock or Train Movements on the Nominated Network and must use its reasonable endeavours to avoid damage or injury and to minimise minimis e any disruption to the other Party’s or the Operator’s business activities. (d) Subject to Clause 13.4(e12.4(e), a Party conducting an inspection or audit (“Inspecting Party”) will not be liable for any delays or cancellation of Train Services or Claims suffered or incurred by or made or brought by or against the other Party as a result of the exercise by the Inspecting Party of its rights under this Clause 13 12 provided the Inspecting Party complies with Clause 13.4(c12.4(c). (e) The Operator Access Holder will be liable for and will indemnify Aurizon Network QR in respect of any Claim made against Aurizon Network QR by another Railway Operator as a result of a delay or cancellation of a Train service of that other Railway Operator as a result of the exercise by the Operator Access Holder of its inspection or audit rights under this Clause 1312, provided that the Operator Access Holder will not be liable for, or be required to indemnify Aurizon Network QR in respect of, any such Claim where: (i) the Operator Access Holder has complied with Clause 13.4(c12.4(c) in exercising its inspection or audit rights; and (ii) the inspection or audit reveals that Aurizon Network QR is in breach of its obligations under this Agreement.

Conduct of Inspection or Audit. (a) Any inspection or audit carried out pursuant to this Agreement may be conducted by the relevant Party, its appointed representative or by a suitably qualified person reasonably acceptable to both Parties, provided that if the inspection or audit would require access to commercially sensitive information of a Party and that Party has a legitimate commercial reason for wanting to withhold access to that information from the other Party, then the inspection or audit shall be conducted by a suitably qualified independent person reasonably acceptable to both Parties who shall be given access to the commercially sensitive information by the Party the subject of the inspection or audit but who shall be prohibited from disclosing that commercially sensitive information to the other Party . (b) The Operator shall use reasonable endeavours to ensure that Aurizon QR Network, its appointed representative or the person appointed to conduct an inspection or audit are entitled to enter and be upon land and premises (whether or not owned or leased by the Operator) on which the Operator’s Rollingstock is located from time to time (which location is specified in a notice pursuant to Clause 13.312.3) for the purposes of carrying out any inspection or audit or exercising any other right under this Agreement. (c) In exercising any right of inspection or audit under this Agreement, a Party must not interfere unreasonably with the other Party’s Trains and Rollingstock or Train Movements on the Nominated Network and must use its reasonable endeavours to avoid damage or injury and to minimise any disruption to the other Party’s business activities. (d) Subject to Clause 13.4(e12.4(e), a Party conducting an inspection or audit (“Inspecting Party”) will not be liable for any delays or cancellation of Train Services or Claims suffered or incurred by or made or brought by or against the other Party as a result of the exercise by the Inspecting Party of its rights under this Clause 13 12 provided the Inspecting Party complies with Clause 13.4(c12.4(c). (e) The Operator will be liable for and will indemnify Aurizon QR Network in respect of any Claim made against Aurizon QR Network by another Railway Operator as a result of a delay or cancellation of a Train service of that other Railway Operator as a result of the exercise by the Operator of its inspection or audit rights under this Clause 1312, provided that the Operator will not be liable for, or be required to indemnify Aurizon QR Network in respect of, any such Claim where: (i) the Operator has complied with Clause 13.4(c12.4(c) in exercising its inspection or audit rights; and (ii) the inspection or audit reveals that Aurizon QR Network is in breach of its obligations under this Agreement.

Conduct of Inspection or Audit. (a) Any inspection or audit carried out pursuant to this Agreement may be conducted by the relevant Party, its appointed representative or by a suitably qualified person reasonably acceptable to both Parties, provided that if the inspection or audit would require access to commercially sensitive information of a Party and that Party has a legitimate commercial reason for wanting to withhold access to that information from the other Party, then the inspection or audit shall be conducted by a suitably qualified independent person reasonably acceptable to both Parties who shall be given access to the commercially sensitive information by the Party the subject of the inspection or audit but who shall be prohibited from disclosing that commercially sensitive information to the other Party . (b) The Operator shall use reasonable endeavours to ensure that Aurizon QR Network, its appointed representative or the person appointed to conduct an inspection or audit are entitled to enter and be upon land and premises (whether or not owned or leased by the Operator) on which the Operator’s Rollingstock is located from time to time (which location is specified in a notice pursuant to Clause 13.312.3) for the purposes of carrying out any inspection or audit or exercising any other right under this Agreement. (c) In exercising any right of inspection or audit under this Agreement, a Party must not interfere unreasonably with the other Party’s Trains and Rollingstock or Train Movements on the Nominated Network and must use its reasonable endeavours to avoid damage or injury and to minimise any disruption to the other Party’s business activities. (d) Subject to Clause 13.4(e12.4(e), a Party conducting an inspection or audit (“Inspecting Party”) will not be liable for any delays or cancellation of Train Services or Claims suffered or incurred by or made or brought by or against the other Party as a result of the exercise by the Inspecting Party of its rights under this Clause 13 12 provided the Inspecting Party complies with Clause 13.4(c12.4(c). (e) The Operator will be liable for and will indemnify Aurizon QR Network in respect of any Claim made against Aurizon QR Network by another Railway Operator under an access agreement with that other Railway Operator as a result of a delay or cancellation of a Train service of that other Railway Operator as a result of the exercise by the Operator of its inspection or audit rights under this Clause 1312, provided that the Operator will not be liable for, or be required to indemnify Aurizon QR Network in respect of, any such Claim where: (i) the Operator has complied with Clause 13.4(c12.4(c) in exercising its inspection or audit rights; and (ii) the inspection or audit reveals that Aurizon QR Network is in breach of its obligations under this Agreement.

Conduct of Inspection or Audit. (a) Any inspection or audit carried out pursuant to this Agreement may be conducted by the relevant Party, its appointed representative or by a suitably qualified person reasonably acceptable to both Parties, provided that if the inspection or audit would require access to commercially sensitive information of a Party and that Party has a legitimate commercial reason for wanting to withhold access to that information from the other Party, then the inspection or audit shall be conducted by a suitably qualified independent person reasonably acceptable to both Parties who shall be given access to the commercially sensitive information by the Party the subject of the inspection or audit but who shall be prohibited from disclosing that commercially sensitive information to the other Party . (b) The Operator shall use reasonable endeavours to ensure that Aurizon QR Network, its appointed representative or the person appointed to conduct an inspection or audit are entitled to enter and be upon land and premises (whether or not owned or leased by the Operator) on which the Operator’s Operator‟s Rollingstock is located from time to time (which location is specified in a notice pursuant to Clause 13.3) for the purposes of carrying out any inspection or audit or exercising any other right under this Agreement. (c) In exercising any right of inspection or audit under this Agreement, a Party must not interfere unreasonably with the other Party’s Party‟s Trains and Rollingstock or Train Movements on the Nominated Network and must use its reasonable endeavours to avoid damage or injury and to minimise any disruption to the other Party’s Party‟s business activities. (d) Subject to Clause 13.4(e), a Party conducting an inspection or audit (“Inspecting Party”) will not be liable for any delays or cancellation of Train Services or Claims suffered or incurred by or made or brought by or against the other Party as a result of the exercise by the Inspecting Party of its rights under this Clause 13 provided the Inspecting Party complies with Clause 13.4(c). (e) The Operator will be liable for and will indemnify Aurizon QR Network in respect of any Claim made against Aurizon QR Network by another Railway Operator as a result of a delay or cancellation of a Train service of that other Railway Operator as a result of the exercise by the Operator of its inspection or audit rights under this Clause 13, provided that the Operator will not be liable for, or be required to indemnify Aurizon QR Network in respect of, any such Claim where: (i) the Operator has complied with Clause 13.4(c) in exercising its inspection or audit rights; and (ii) the inspection or audit reveals that Aurizon QR Network is in breach of its obligations under this Agreement.

Conduct of Inspection or Audit. (a) Any inspection or audit carried out pursuant to this Agreement may be conducted by the relevant Party, its appointed representative or by a suitably qualified person reasonably acceptable to both Parties, provided that if the inspection or audit would require access to commercially sensitive information of a Party and that Party has a legitimate commercial reason for wanting to withhold access to that information from the other Party, then the inspection or audit shall be conducted by a suitably qualified independent person reasonably acceptable to both Parties who shall be given access to the commercially sensitive information by the Party the subject of the inspection or audit but who shall be prohibited from disclosing that commercially sensitive information to the other Party . (b) The Operator shall use reasonable endeavours to ensure that Aurizon NetworkQueensland Rail, its appointed representative or the person appointed to conduct an inspection or audit are entitled to enter and be upon land and premises (whether or not owned or leased by the Deleted: 8.3 Deleted: 13.3 Operator) on which the Operator’s Rollingstock is located from time to time (which location is specified in a notice pursuant to Clause 13.38.3) for the purposes of carrying out any inspection or audit or exercising any other right under this Agreement. (c) In exercising any right of inspection or audit under this Agreement, a Party must not interfere unreasonably with the other Party’s Trains and Rollingstock or Train Movements on the Nominated Network and must use its reasonable endeavours to avoid damage or injury and to minimise any disruption to the other Party’s business activities.. Deleted: 8.4(e) Deleted: 13.4(e) Deleted: 8 Deleted: 13 Deleted: 8.4(c) Deleted: 13.4(c) (d) Subject to Clause 13.4(e8.4(e), a Party conducting an inspection or audit (“Inspecting Party”) will not be liable for any delays or cancellation of Train Services or Claims suffered or incurred by or made or brought by or against the other Party as a result of the exercise by the Inspecting Party of its rights under this Clause 13 8 provided the Inspecting Party complies with Clause 8.4(c). Deleted: 8 Deleted: 13 Deleted: 8.4(c) Deleted: 13.4(c). (e) The Operator will be liable for and will indemnify Aurizon Network Queensland Rail in respect of any Claim made against Aurizon Network Queensland Rail by another Railway Operator as a result of a delay or cancellation of a Train service of that other Railway Operator as a result of the exercise by the Operator of its inspection or audit rights under this Clause 138, provided that the Operator will not be liable for, or be required to indemnify Aurizon Network Queensland Rail in respect of, any such Claim where: (i) the Operator has complied with Clause 13.4(c8.4(c) in exercising its inspection or audit rights; and (ii) the inspection or audit reveals that Aurizon Network Queensland Rail is in breach of its obligations under this Agreement.

Conduct of Inspection or Audit. (a) Any inspection or audit carried out pursuant to this Agreement may be conducted by the relevant Party, its appointed representative or by a suitably qualified person reasonably acceptable to both Parties, provided that if the inspection or audit would require access to commercially sensitive information of a Party and that Party has a legitimate commercial reason for wanting to withhold access to that information from the other Party, then the inspection or audit shall be conducted by a suitably qualified independent person reasonably acceptable to both Parties who shall be given access to the commercially sensitive information by the Party the subject of the inspection or audit but who shall be prohibited from disclosing that commercially sensitive information to the other Party . (b) The Operator shall use reasonable endeavours to ensure that Aurizon QR Network, its appointed representative or the person appointed to conduct an inspection or audit are entitled to enter and be upon land and premises (whether or not owned or leased by the Operator) on which the Operator’s Rollingstock is located from time to time (which location is specified in a notice pursuant to Clause 13.312.3) for the purposes of carrying out any inspection or audit or exercising any other right under this Agreement. (c) In exercising any right of inspection or audit under this Agreement, a Party must not interfere unreasonably with the other Party’s Trains and Rollingstock or Train Movements on the Nominated Network and must use its reasonable endeavours to avoid damage or injury and to minimise any disruption to the other Party’s business activities. (d) Subject to Clause 13.4(e12.4(e), a Party conducting an inspection or audit (“Inspecting Party”) will not be liable for any delays or cancellation of Train Services or Claims suffered or incurred by or made or brought by or against the other Party as a result of the exercise by the Inspecting Party of its rights under this Clause 13 12 provided the Inspecting Party complies with Clause 13.4(c12.4(c). (e) The Operator will be liable for and will indemnify Aurizon QR Network in respect of any Claim made against Aurizon QR Network by another Railway Operator as a result of a delay or cancellation of a Train service Service of that other Railway Operator as a result of the exercise by the Operator of its inspection or audit rights under this Clause 1312, provided that the Operator will not be liable for, or be required to indemnify Aurizon QR Network in respect of, any such Claim where: (i) the Operator has complied with Clause 13.4(c12.4(c) in exercising its inspection or audit rights; and (ii) the inspection or audit reveals that Aurizon QR Network is in breach of its obligations under this Agreement.

Conduct of Inspection or Audit. (a) Any inspection or audit carried out pursuant to this Agreement may be conducted by the relevant Party, its appointed representative or by a suitably qualified person reasonably acceptable to both Parties, provided that if the inspection or audit would require access to commercially sensitive information of a Party and that Party has a legitimate commercial reason for wanting to withhold access to that information from the other Party, then the inspection or audit shall be conducted by a suitably qualified independent person reasonably acceptable to both Parties who shall be given access to the commercially sensitive information by the Party the subject of the inspection or audit but who shall be prohibited from disclosing that commercially sensitive information to the other Party Party. (b) The Operator Access Holder shall use reasonable endeavours to ensure that Aurizon NetworkQR, its appointed representative or the person appointed to conduct an inspection or audit are entitled to enter and be upon land and premises (whether or not owned or leased by the OperatorAccess Holder) on which the Access Holder’s or Operator’s Rollingstock is located from time to time (which location is specified in a notice pursuant to Clause 13.312.3) for the purposes of carrying out any inspection or audit or exercising exercis ing any other right under this Agreement. (c) In exercising any right of inspection or audit under this Agreement, a Party must not interfere unreasonably with the other Party’s or the Operator’s Trains and Rollingstock or Train Movements on the Nominated Network and must use its reasonable endeavours to avoid damage or injury and to minimise any disruption to the other Party’s or the Operator’s business activities. (d) Subject to Clause 13.4(e12.4(e), a Party conducting an inspection or audit (““ Inspecting Party”) will not be liable for any delays or cancellation of Train Services or Claims suffered or incurred by or made or brought by or against the other Party as a result of the exercise by the Inspecting Party of its rights under this Clause 13 12 provided the Inspecting Party complies with Clause 13.4(c12.4(c). (e) The Operator Access Holder will be liable for and will indemnify Aurizon Network QR in respect of any Claim made against Aurizon Network QR by another Railway Operator as a result of a delay or cancellation of a Train service of that other Railway Operator as a result of the exercise by the Operator Access Holder of its inspection or audit rights under this Clause 1312, provided that the Operator Access Holder will not be liable for, or be required to indemnify Aurizon Network QR in respect of, any such Claim where: (i) the Operator Access Holder has complied with Clause 13.4(c12.4(c) in exercising its inspection or audit rights; and (ii) the inspection or audit reveals that Aurizon Network QR is in breach of its obligations under this Agreement.

Conduct of Inspection or Audit. (a) Any inspection or audit carried out pursuant to this Agreement may be conducted by the relevant Party, its appointed representative or by a suitably qualified person reasonably acceptable to both Parties, provided that if the inspection or audit would require access to commercially sensitive information of a Party and that Party has a legitimate commercial reason for wanting to withhold access to that information from the other Party, then the inspection or audit shall be conducted by a suitably qualified independent person reasonably acceptable to both Parties who shall be given access to the commercially sensitive information by the Party the subject of the inspection or audit but who shall be prohibited from disclosing that commercially sensitive information to the other Party . (b) The Operator shall use reasonable endeavours to ensure that Aurizon NetworkQueensland Rail, its appointed representative or the person appointed to conduct an inspection or audit are entitled to enter and be upon land and premises (whether or not owned or leased by the Operator) on which the Operator’s Rollingstock is located from time to time (which location is specified in a notice pursuant to Clause 13.312.3) for the purposes of carrying out any inspection or audit or exercising any other right under this Agreement. (c) In exercising any right of inspection or audit under this Agreement, a Party must not interfere unreasonably with the other Party’s Trains and Rollingstock or Train Movements on the Nominated Network and must use its reasonable endeavours to avoid damage or injury and to minimise any disruption to the other Party’s business activities. (d) Subject to Clause 13.4(e12.4(e), a Party conducting an inspection or audit (“Inspecting Party”) will not be liable for any delays or cancellation of Train Services or Claims suffered or incurred by or made or brought by or against the other Party as a result of the exercise by the Inspecting Party of its rights under this Clause 13 provided the Inspecting Party complies with Clause 13.4(c).audit (e) The Operator will be liable for and will indemnify Aurizon Network Queensland Rail in respect of any Claim made against Aurizon Network Queensland Rail by another Railway Operator as a result of a delay or cancellation of a Train service of that other Railway Operator as a result of the exercise by the Operator of its inspection or audit rights under this Clause 1312, provided that the Operator will not be liable for, or be required to indemnify Aurizon Network Queensland Rail in respect of, any such Claim where: (i) the Operator has complied with Clause 13.4(c12.4(c) in exercising its inspection or audit rights; and (ii) the inspection or audit reveals that Aurizon Network Queensland Rail is in breach of its obligations under this Agreement.

Conduct of Inspection or Audit. (a) Any inspection or audit carried out pursuant to this Agreement may be conducted by the relevant Party, its appointed representative or by a suitably qualified person reasonably acceptable to both Parties, provided that if the inspection or audit would require access to commercially sensitive information of a Party and that Party has a legitimate commercial reason for wanting to withhold access to that information from the other Party, then the inspection or audit shall be conducted by a suitably qualified independent person reasonably acceptable to both Parties who shall be given access to the commercially sensitive information by the Party the subject of the inspection or audit but who shall be prohibited from disclosing that commercially sensitive information to the other Party Party. (b) The Operator Access Holder shall use reasonable endeavours to ensure that Aurizon NetworkQR, its appointed representative or the person appointed to conduct an inspection or audit are entitled to enter and be upon land and premises (whether or not owned or leased by the OperatorAccess Holder) on which the Access Holder’s or Operator’s Rollingstock is located from time to time (which location is specified in a notice pursuant to Clause 13.312.3) for the purposes of carrying out any inspection or audit or exercising any other right under this Agreement. (c) In exercising any right of inspection or audit under this Agreement, a Party must not interfere unreasonably with the other Party’s or the Operator’s Trains and Rollingstock or Train Movements on the Nominated Network and must use its reasonable endeavours to avoid damage or injury and to minimise any disruption to the other Party’s or the Operator’s business activities. (d) Subject to Clause 13.4(e12.4(e), a Party conducting an inspection or audit (“Inspecting Party”) will not be liable for any delays or cancellation of Train Services or Claims suffered or incurred by or made or brought by or against the other Party as a result of the exercise by the Inspecting Party of its rights under this Clause 13 12 provided the Inspecting Party complies with Clause 13.4(c12.4(c). (e) The Operator Access Holder will be liable for and will indemnify Aurizon Network QR in respect of any Claim made against Aurizon Network QR by another Railway Operator as a result of a delay or cancellation of a Train service of that other Railway Operator as a result of the exercise by the Operator Access Holder of its inspection or audit rights under this Clause 1312, provided that the Operator Access Holder will not be liable for, or be required to indemnify Aurizon Network QR in respect of, any such Claim where: (i) the Operator Access Holder has complied with Clause 13.4(c12.4(c) in exercising its inspection or audit rights; and (ii) the inspection or audit reveals that Aurizon Network QR is in breach of its obligations under this Agreement.