Common use of Controls Audit Reports Clause in Contracts

Controls Audit Reports. (A) Upon the Effective Date and upon each anniversary thereof during the Term, HPES will obtain a Controls Audit Report for each Service Location that is a data center. If necessary, the first such Controls Audit Report will include a bridge letter with respect to the period from the issue date to the Effective Date. HPES will provide HPI with a copy of each such Controls Audit Report within 15 days of HPES’ receipt thereof from the applicable Controls Auditor. HPES will bear all costs and expenses associated with obtaining and delivering each Controls Audit Report. (B) As requested by HPI, HPES will either (1) certify to HPI in writing that during each applicable Controls Audit Gap Period no changes have been made to (a) the Services or the Systems, (b) the manner in which the Services or Systems are provided or operated, (c) applicable controls, or (d) the Control Objectives, that could reasonably be expected to have any adverse impact on the contents of, or opinions set forth in, the applicable Controls Audit Report; or (2) provide HPI with a written description of any such changes. (C) Each Controls Audit Report will be Confidential Information of HPES; provided, however, that notwithstanding the foregoing or the confidentiality provisions of this Agreement, HPI (and HPI’s independent auditors) will be permitted to disclose any Controls Audit Report (or any of the content thereof) to any person, entity or Governmental Authority as necessary for HPI to comply with the Compliance Audit Requirements or any other applicable Law. (D) The Control Objectives will include those set forth in Schedule 14. HPI may update the Control Objectives at any time during the Term, provided that, subject to the Change Control Procedure, HPI will be responsible for any additional costs incurred by HPES in complying with the updated Control Objectives to the extent that such updated Control Objectives apply only to HPI and not to any other customer of HPES. To the extent that such updated Control Objectives apply to other customers of HPES, then the costs associated with compliance with such updated Control Objectives will be, subject to the Change Control Procedure, equitably allocated among HPI and such other customers.

Controls Audit Reports. (Aa) Upon the Effective Date and upon each anniversary thereof during the Term, HPES will obtain Within five (5) Business Days after a Controls Audit Report for each Service Location that is a data center. If necessarywritten request from Xxxxxx, the first such Controls Audit Report will include Service Provider shall, at its cost, procure that Xxxxxx is provided with an audit report in the form of one of the following (a bridge letter with respect to the period from the issue date to the Effective Date. HPES will provide HPI with a copy of each such Controls Audit Report within 15 days of HPES’ receipt thereof from the applicable Controls Auditor. HPES will bear all costs and expenses associated with obtaining and delivering each “Controls Audit Report”): (i) a SOC 1, Type II report prepared in accordance with the American Institute of Certified Public Accountants (AICPA) Statement on Standards for Attestation Engagements (SSAE) No. 16, Reporting on Controls at a Service Organization; (ii) a report prepared in accordance with the International Standards for Assurance Engagements (ISAE) No. 3402, Assurance Reports on Controls at a Service Organization; or (iii) an Assurance Report on Controls of Contract Services prepared in accordance with Auditing and Assurance Practice Committee Statement No. 86. (B) As requested by HPI, HPES will either (1) certify to HPI in writing that during each applicable Controls Audit Gap Period no changes have been made to (a) the Services or the Systems, (b) the manner in which the Services or Systems are provided or operated, (c) applicable controls, or (d) the Control Objectives, that could reasonably be expected to have any adverse impact on the contents of, or opinions set forth in, the applicable Controls Audit Report; or (2) provide HPI with a written description of any such changes. (C) Each Controls Audit Report will shall be Confidential Information prepared by the Service Provider’s independent accountants reasonably acceptable to Xxxxxx and shall be a multi-client audit covering the Service Provider’s common processes for the Services and Region specified by Xxxxxx. (c) With regard to each such Controls Audit Report, the Service Provider, at its cost, shall provide Xxxxxx with any relevant certification, report and other documentation requested by Xxxxxx, including, but not limited to, Early Warning Reports and Bridging Letters. (d) The Service Provider shall ensure that Xxxxxx is timely informed of HPES; providedthe details (including the period covered) and timing of the availability of such Control Audit Reports and any change of the foregoing. (e) At Xxxxxx’x written request, howeverand at Xxxxxx’x cost, that notwithstanding the foregoing or Service Provider shall request its appointed independent accountants to undertake a review of the confidentiality provisions Service Provider’s controls in accordance with the applicable standards above in respect of the Services to be provided under this Agreement, HPI where such controls are not covered by the Controls Audit Report. The Service Provider shall make available to Xxxxxx a copy of the reports produced in accordance with this Clause as soon as they are completed. (f) The Service Provider shall cooperate with Xxxxxx and HPI’s the independent auditorsaccountants to determine the scope and control objective requirements for each Controls Audit Report where applicable to that report. (g) will be permitted to disclose If any Controls Audit Report (or identifies any deficiencies, the Service Provider shall, at the request of the content thereof) to and in consultation with Xxxxxx, plan and implement any person, entity or Governmental Authority as necessary for HPI to comply with the Compliance Audit Requirements or any other applicable Lawcorrective measures in a timely manner. (D) The Control Objectives will include those set forth in Schedule 14. HPI may update the Control Objectives at any time during the Term, provided that, subject to the Change Control Procedure, HPI will be responsible for any additional costs incurred by HPES in complying with the updated Control Objectives to the extent that such updated Control Objectives apply only to HPI and not to any other customer of HPES. To the extent that such updated Control Objectives apply to other customers of HPES, then the costs associated with compliance with such updated Control Objectives will be, subject to the Change Control Procedure, equitably allocated among HPI and such other customers.