Common use of DOCUMENTATION AUDIT Clause in Contracts

DOCUMENTATION AUDIT. The Providers shall maintain accurate and complete records of all receipts, invoices, reports and other documents relating to the Transition Services and Migration Services rendered hereunder (collectively, the “TSA Documents”) in accordance with (i) each such Person’s standard accounting practices and procedures, consistently applied, which practices and procedures are employed by each such Person in its provision of services for itself and its own Subsidiaries and (ii) applicable Law (including data protection and privacy Law). Without limiting the generality of the foregoing, each such Person’s accounting records shall be maintained in sufficient detail to enable an auditor to verify the accuracy, completeness and appropriateness of all charges hereunder. Upon reasonable prior notice, during the applicable Provider’s regular office hours, each Recipient and its Representatives (including such Recipient’s internal and external auditors) shall have the right to, at such Recipient’s expense, inspect and copy the TSA Documents and audit the TSA Documents and related controls and processes, subject to the preservation of the Protected Interests. The Providers shall retain the TSA Documents and, subject to the preservation of the Protected Interests, make them available to the Recipients, their Representatives, and applicable Governmental Authorities for a period of six years from the close of each fiscal year during which Transition Services are provided. If an audit conducted by a Recipient or its Representative reveals an overbilling by the Provider and overpayment by the Recipient, and the Provider agrees with the results of the audit, the Provider shall reimburse the relevant Recipient within forty-five (45) days of receiving a copy of the audit and shall pay interest at a rate equal to 1.5% per annum for the period from the date the revealed overpayment was made until the date such revealed overpayment is reimbursed.

DOCUMENTATION AUDIT. The Providers SVM and its Affiliates shall maintain accurate and complete records of all receipts, invoices, reports and other documents relating to the Transition Services and Migration Services rendered hereunder (collectively, the “TSA Documents”) in accordance with (i) each such Person’s standard accounting practices and procedures, consistently applied, which practices and procedures are employed by each such Person in its provision of services for itself and its own Subsidiaries and (ii) applicable Law (including data protection and privacy Law). Without limiting the generality of the foregoing, each such Person’s accounting records shall be maintained in sufficient detail to enable an auditor to verify the accuracy, completeness and appropriateness of all charges hereunder. Upon reasonable prior notice, during the applicable ProviderSVM’s regular office hours, each Recipient and TG or its Representatives (including such Recipient’s internal and external auditors) authorized representative shall have the right to, to inspect and (at such RecipientTG’s expense, inspect and ) copy the TSA Documents and audit the TSA Documents and related controls and processesDocuments, subject to the preservation of the Protected Interests. The Providers SVM and its Affiliates shall retain the TSA Documents and, (at TG’s expense) and subject to the preservation of the Protected Interests, make them available to the RecipientsTG, their Representativesits authorized representative, and applicable Governmental Authorities for a period of six years from the close of each fiscal year of TG during which Transition Services are provided; provided, that SVM may, at its sole discretion, discharge its records preservation obligations with respect to the TSA Documents under this Section 3.03 at any time by delivering copies of such TSA Documents to TG. If an audit conducted by a Recipient TG or its Representative an authorized representative reveals an overbilling by the Provider SVM and overpayment by the RecipientTG, and the Provider (x) if SVM agrees with the results of the audit, SVM shall pay to TG within 30 days such amount as may be agreed to by SVM and TG or (y) if SVM disagrees with the Provider shall reimburse the relevant Recipient within forty-five (45) days of receiving a copy results of the audit and audit, such disagreement shall pay interest at a rate equal to 1.5% per annum for be managed through the period from the date the revealed overpayment was made until the date such revealed overpayment is reimburseddispute resolution process set forth in Section 7.02.