Common use of EXAMINATION AND AUDIT Clause in Contracts

EXAMINATION AND AUDIT. Service Provider will maintain and cause its permitted contractors to maintain a complete audit trail of all transactions and activities, financial and non-financial, in connection with this Contract. Service Provider will provide to the Customer, its internal or external auditors, clients, inspectors, regulators and other designated representatives, at reasonable times (and in the case of State or federal regulators, at any time required by such regulators) access to Service Provider personnel and to any and all Service Provider facilities or where the required information, data and records are maintained, for the purpose of performing audits and inspections (including unannounced and random audits) of Service Provider and/or Service Provider personnel and/or any or all of the records, data and information applicable to this Contract. At a minimum, such audits, inspections and access shall be conducted to the extent permitted or required by any laws applicable to the Customer or Service Provider (or such higher or more rigorous standards, if any, as Customer or Service Provider applies to its own similar businesses, operations or activities), to (i) verify the accuracy of charges and invoices; (ii) verify the integrity of Customer Data and examine the systems that process, store, maintain, support and transmit that data; (iii) examine and verify Service Provider’s and/or its permitted contractors’ operations and security procedures and controls; (iv) examine and verify Service Provider’s and/or its permitted contractors’ disaster recovery planning and testing, business resumption and continuity planning and testing, contingency arrangements and insurance coverage; and (v) examine Service Provider’s and/or its permitted contractors’ performance of the Services including audits of: (1) practices and procedures; (2) systems, communications and information technology; (3) general controls and physical and data/information security practices and procedures; (4) quality initiatives and quality assurance, (5) contingency and continuity planning, disaster recovery and back-up procedures for processes, resources and data; (6) Service Provider’s and/or its permitted contractors’ efficiency and costs in performing Services; (7) compliance with the terms of this Contract and applicable laws, and (9) any other matters reasonably requested by the Customer. Service Provider shall provide and cause its permitted contractors to provide full cooperation to such auditors, inspectors, regulators and representatives in connection with audit functions and with regard to examinations by regulatory authorities, including the installation and operation of audit software.