Common use of DISTRIBUTOR AUDIT Clause in Contracts

DISTRIBUTOR AUDIT. (a) From time to time, and no more than once in any twelve (12) month period unless necessary due to suspected non- compliance with the material provisions of this Agreement, Nasdaq may cause Distributor's (i) records relating to the Information, (ii) reports and payments relating to the Information, and (iii) System and Service (and all instruments and apparatus used in connection therewith), to be reviewed by Nasdaq personnel and/or auditors of Nasdaq’s choice. For avoidance of doubt, any such Nasdaq personnel or auditors shall not access, examine, observe, review or in any way gain disclosure to any information of Distributor, which is protected under applicable banking secrecy regulations. The audit shall be scheduled upon reasonable notice to Distributor, during Nasdaq Market normal business hours, and conducted in locations where, as applicable, Distributor’s records are kept, where Distributor’s System is located, and/or where Distributor uses the Information. Nasdaq shall respect Distributor security policies while performing the audit. Nasdaq will make reasonable efforts to provide at least four (4) weeks advance written notice of the audit, unless the audit is scheduled due to suspected material non-compliance. Distributor shall promptly provide information or materials in response to any request for information relating to the Information. Distributor shall make available for examination all records, reports, payments, and supporting documentation, and Distributor’s System and Distributor’s Service necessary in the judgment of the Nasdaq audit personnel to reach a conclusion as to the accuracy and completeness of: (i) Distributor's reports to Nasdaq, (ii) the payments connected therewith, (iii) the description set forth in Distributor’s System Description and (iv) compliance with this Agreement and the Nasdaq Requirements.

DISTRIBUTOR AUDIT. (a) From time to time, and no more than once in any twelve (12) month period unless necessary due to suspected non- compliance with the material provisions of this Agreement, Nasdaq may cause Distributor's (i) records relating to the Information, (ii) reports and payments relating to the Information, and (iii) System and Service (and all instruments and apparatus used in connection therewith), to be reviewed by Nasdaq personnel and/or auditors of Nasdaq’s choice. For avoidance of doubt, any such Nasdaq personnel or auditors shall not access, examine, observe, review or in any way gain disclosure to any information of Distributor, which is protected under applicable banking secrecy regulations. The audit shall be scheduled upon reasonable notice to Distributor, during Nasdaq Market normal business hours, and conducted in locations where, as applicable, Distributor’s records are kept, where Distributor’s System is located, and/or where Distributor uses the Information. Nasdaq NASDAQ shall respect Distributor security policies while performing the audit. Nasdaq will make reasonable efforts to provide at least four (4) weeks advance written notice of the audit, unless the audit is scheduled due to suspected material non-compliance. Distributor shall promptly provide information or materials in response to any request for information relating to the Information. Distributor shall make available for examination all records, reports, payments, and supporting documentation, and Distributor’s System and Distributor’s Service necessary in the judgment of the Nasdaq audit personnel to reach a conclusion as to the accuracy and completeness of: (i) Distributor's reports to Nasdaq, (ii) the payments connected therewith, (iii) the description set forth in Distributor’s System Description and (iv) compliance with this Agreement and the Nasdaq Requirements.

DISTRIBUTOR AUDIT. (a) From time to time, and no more than once in any twelve (12) month period unless necessary due to suspected non- compliance with the material provisions of this Agreement, Nasdaq may cause Distributor's (i) records relating to the Information, (ii) reports and payments relating to the Information, and (iii) System and Service (and all instruments instruments, systems, services, platforms and apparatus used in connection therewith)with the receipt and/or use of the Information, to be reviewed by Nasdaq personnel and/or auditors of Nasdaq’s choice. For avoidance of doubt, any such Nasdaq personnel or auditors shall not access, examine, observe, review or in any way gain disclosure to any information of Distributor, which is protected under applicable banking secrecy regulations. The audit shall be scheduled upon reasonable notice to Distributor, during Nasdaq Market normal business hours, and conducted in locations where, as applicable, Distributor’s records are kept, where Distributor’s System is platforms or systems are located, and/or where Distributor uses the Information. Nasdaq shall respect Distributor security policies while performing the audit. Nasdaq will make reasonable efforts to provide at least four (4) weeks advance written notice of the audit, unless the audit is scheduled due to suspected material non-compliance. Distributor shall promptly provide information or materials in response to any request for information relating to the Information. Distributor shall make available for examination all records, reports, payments, and supporting documentation, and Distributor’s System platforms and systems and Distributor’s Service necessary in the judgment of the Nasdaq audit personnel to reach a conclusion as to the accuracy and completeness of: (i) Distributor's reports to Nasdaq, (ii) the payments connected therewith, (iii) the description set forth provided by Distributor in Distributor’s System Description accordance with the Nasdaq Requirements and (iv) compliance with this Agreement and the Nasdaq Requirements.