Contractual and Operational Compliance Audits. ICANN may from time to time (not to exceed twice per calendar year) conduct, or engage a third party to conduct, contractual compliance audits to assess EBERO Service Provider’s compliance with its representations and warranties contained in Article 1 of this Agreement and its covenants contained in Article 2. Such audits shall be tailored to achieve the purpose of assessing compliance, and ICANN will (a) give reasonable advance notice of any such audit, which notice shall specify in reasonable detail the categories of documents, data and other information requested by ICANN, and (b) use commercially reasonable efforts to conduct such audit in such a manner as to not unreasonably disrupt EBERO Service Provider’s operations. As part of such audit and upon request by ICANN, EBERO Service Provider shall timely provide all responsive documents, data and any other information necessary to demonstrate EBERO Service Provider’s compliance with this Agreement. ICANN will treat any information obtained in connection with such audits that is appropriately marked or otherwise designated in writing as confidential as EBERO Service Provider’s Confidential Information in accordance with Section 6.12. Any audit conducted pursuant to this Section will be at ICANN’s expense.
Appears in 3 contracts
Samples: Registry Operator Agreement, Registry Operator Agreement, Registry Operator Agreement
Contractual and Operational Compliance Audits. (a) ICANN may from time to time (not to exceed twice per calendar year) conduct, or engage a third party to conduct, contractual compliance audits to assess EBERO Service Provider’s compliance with its representations and warranties contained in Article 1 of this Agreement and its covenants contained in Article 22 of this Agreement. Such audits shall be tailored to achieve the purpose of assessing compliance, and ICANN will (a) give reasonable advance notice of any such audit, which notice shall specify in reasonable detail the categories of documents, data and other information requested by ICANN, and (b) use commercially reasonable efforts to conduct such audit in such a manner as to not unreasonably disrupt EBERO Service Provider’s operations. As part of such audit and upon request by ICANN, EBERO Service Provider shall timely provide all responsive documents, data and any other information necessary to demonstrate EBERO Service Provider’s compliance with this Agreement. ICANN will treat any information obtained in connection with such audits that is appropriately marked or otherwise designated in writing as confidential (as required by Section 7.14) as EBERO Service Provider’s Confidential Information in accordance with Section 6.12. Any audit conducted pursuant to this Section will be at ICANN’s expense6.13.
Appears in 3 contracts
Samples: Operator Agreement, Registry Operator Agreement, Registry Operator Agreement
