Common use of Demonstrating Compliance Clause in Contracts

Demonstrating Compliance. Upon Honeywell’s written request and subject to obligations of confidentiality, Subcontractor will (and will ensure that its Subprocessors will) provide to Honeywell all information necessary to demonstrate its compliance with this Data Processing Exhibit. Honeywell (or an independent auditor mandated by Honeywell) may audit Subcontractor’s compliance with such obligations at regular intervals or if there are indications of non-compliance with the terms of this Data Processing Exhibit ("Audits"). At Honeywell’s request, upon reasonable notice, Subcontractor will also permit and contribute to onsite audits or inspections. In deciding on a review or Audit, Honeywell may consider any relevant certifications (such as SOC 2 Type II report) held by Subcontractor. Subcontractor will deal promptly and adequately with Audit inquiries from Honeywell. If Subcontractor, or any Subprocessor, is in breach of any of its obligations under the Agreement relating to Honeywell Personal Data, Honeywell may (without prejudice to any other rights or remedies it may have) suspend the transfer of Honeywell Personal Data to Subcontractor until the breach is remedied.