Common use of Fee Audit Clause in Contracts

Fee Audit. FNF may, with ten (10) days prior written notice and at its own expense, engage a third party mutually agreed to by the parties (a “Fee Auditor”) to perform a review and audit of records and reports relating only to volumes of resources, Pass-Through Expenses and travel and living expenses billed to FNF by LPS pursuant to this Agreement (a “Fee Audit”). LPS agrees to cooperate fully with the Fee Auditor in preparation of the Fee Audit Report (as defined below) and deliver any requested information to the Fee Auditor which LPS would otherwise be required to furnish to FNF pursuant to Section 14.1 hereof at FNF’s sole expense. The Fee Auditor shall prepare and submit to FNF a written report of the results of the Fee Audit (a “Fee Audit Report”). FNF will provide LPS with a copy of the Fee Audit Report within five (5) business days of FNF’s receipt thereof. In the event that the Fee Audit Report reveals that any Fees have been overbilled, LPS shall (1) reimburse FNF for such Fees with interest from the date upon which the Fee was first paid by FNF (the “Fee Payment Date”) until the date on which LPS makes such reimbursement, at the prime rate as published in the money rates table in The Wall Street Journal on the Fee Payment Date (or the prior date on which The Wall Street Journal was published if not published on the Fee Payment Date), (“Prime Rate”) plus one percent and (2) if LPS is not working in good faith to resolve billing issues identified prior to the audit and the Fees exceed by more than 5% the amount which the Fee Auditor determines to be the proper Fee amount, pay any fees, costs or other expenses owed to the Fee Auditor for performing the Fee Audit. In no event shall LPS’s liability for the cost of the Fee Audit exceed reasonable and customary charges for such audits.

Fee Audit. FNF may, with ten At any time during the Term (10but not more than once per calendar year) days prior written notice and at its own expense, Deluxe may engage a its internal audit staff or an independent third party mutually agreed to by the parties (a “"Fee Auditor”") to perform a review and audit of all records and reports relating only to volumes any of resources, Pass-Through the Fees or Reimbursable Expenses and travel and living expenses billed to FNF Deluxe by LPS eFunds pursuant to this Agreement (a “"Fee Audit”). LPS agrees ") covering the then-current or the previous calendar year; provided, however, that any records and reports relating to cooperate fully with costs incurred by eFunds shall not be subject to review or audit in any Fee Audit except to the extent that such records or reports relate to pass-through Reimbursable Expenses, and, further provided, such Fee Auditor may not be an IT Competitor, unless eFunds consents thereto in preparation of the Fee Audit Report (as defined below) and deliver any requested information to the Fee Auditor which LPS would otherwise be required to furnish to FNF pursuant to Section 14.1 hereof at FNF’s its sole expensediscretion. The Fee Auditor shall prepare and submit to FNF Deluxe a written report of the results of the Fee Audit (a “"Fee Audit Report”"). FNF will Deluxe shall provide LPS eFunds with a copy of the Fee Audit Report within five thirty (530) business days of FNF’s Deluxe's receipt thereof. In the event that the Fee Audit Report reveals that any Fees or Reimbursable Expenses have been overbilled, LPS eFunds shall (1a) reimburse FNF for Deluxe such Fees sum with interest from the date upon which the Fee such sum was first paid by FNF Deluxe (the “Fee "Payment Date”") until the date on which LPS eFunds makes such reimbursement, at the prime rate as published in the money rates table in The Wall Street Journal Prime Rate plus one percent (1%) on the Fee Payment Date (or the next prior date on which The the Wall Street Journal was published if not published on the Fee Payment Date), (“Prime Rate”) plus one percent and (2) if LPS is not working in good faith to resolve billing issues identified prior to the audit and the overbilled Fees or Reimbursable Expenses exceed by more than five percent (5% %) the amount which the Fee Auditor determines to be the proper Fee amounthave been proper, pay any the reasonable fees, costs or other and expenses owed to the Fee Auditor for performing incurred by Deluxe in connection with the Fee Audit. In no event shall LPS’s liability for the cost of the Any dispute or issue related to a Fee Audit exceed shall be resolved in accordance with the procedures set forth in Article 15.0. The Fee Auditor shall comply with all reasonable confidentiality, non-solicitation and customary charges for security requirements that eFunds may reasonably impose but such audits.auditor may nonetheless request, copy and examine any books or records which Deluxe itself could request, copy and examine under this Agreement. Confidential and Proprietary 18 May 15, 2000 [LOGO OF E FUNDS, INC. APPEARS HERE] [LOGO OF DELUXE CORPORATION APPEARS HERE] eFunds/Deluxe Corporation Professional Services Agreement

Fee Audit. FNF may, with ten (10) days prior written notice and at its own expense, engage a third party mutually agreed to by the parties (a “"Fee Auditor”") to perform a review and audit of records and reports relating only to volumes of resources, Pass-Through Expenses and travel and living expenses billed to FNF by LPS FIS pursuant to this Agreement (a “"Fee Audit”"). LPS FIS agrees to cooperate fully with the Fee Auditor in preparation of the Fee Audit Report (as defined below) and deliver any requested information to the Fee Auditor which LPS FIS would otherwise be required to furnish to FNF pursuant to Section 14.1 hereof at FNF’s 's sole expense. The Fee Auditor shall prepare and submit to FNF a written report of the results of the Fee Audit (a “"Fee Audit Report”"). FNF will provide LPS FIS with a copy of the Fee Audit Report within five (5) business days of FNF’s 's receipt thereof. In the event that the Fee Audit Report reveals that any Fees Master Services Agreement have been overbilled, LPS FIS shall (1) reimburse FNF for such Fees with interest from the date upon which the Fee was first paid by FNF (the “"Fee Payment Date”") until the date on which LPS FIS makes such reimbursement, at the prime rate as published in the table money rates table in The the Wall Street Journal on the Fee Payment Date (or the prior date on which The the Wall Street Journal was published if not published on the Fee Payment Date), (“"Prime Rate”") plus one percent and (2) if LPS FIS is not working in good faith to resolve billing issues identified prior to the audit and and, if the Fees exceed by more than 5% the amount which the Fee Auditor determines to be the proper Fee amount, pay any fees, costs or other expenses owed to the Fee Auditor for performing the Fee Audit. In no event shall LPS’s FIS's liability for the cost of the Fee Audit exceed reasonable and customary charges for such audits.

Fee Audit. FNF FNT may, with ten (10) days prior written notice and at its own expense, engage a third party mutually agreed to by the parties (a “Fee Auditor”) to perform a review and audit of records and reports relating only to volumes of resources, Pass-Through Expenses and travel and living expenses billed to FNF FNT by LPS FIS pursuant to this Agreement (a “Fee Audit”). LPS FIS agrees to cooperate fully with the Fee Auditor in preparation of the Fee Audit Report (as defined below) and deliver any requested information to the Fee Auditor which LPS FIS would otherwise be required to furnish to FNF FNT pursuant to Section 14.1 hereof at FNFFNT’s sole expense. The Fee Auditor shall prepare and submit to FNF FNT a written report of the results of the Fee Audit (a “Fee Audit Report”). FNF FNT will provide LPS FIS with a copy of the Fee Audit Report within five (5) business days of FNFFNT’s receipt thereof. In the event that the Fee Audit Report reveals that any Fees have been overbilled, LPS FIS shall (1) reimburse FNF FNT for such Fees with interest from the date upon which the Fee was first paid by FNF FNT (the “Fee Payment Date”) until the date on which LPS FIS makes such reimbursement, at the prime rate as published in the table money rates table in The the Wall Street Journal on the Fee Payment Date (or the prior date on which The the Wall Street Journal was published if not published on the Fee Payment Date), (“Prime Rate”) plus one percent and (2) if LPS FIS is not working in good faith to resolve billing issues identified prior to the audit and the Fees exceed by more than 5% the amount which the Fee Auditor determines to be the proper Fee amount, pay any fees, costs or other expenses owed to the Fee Auditor for performing the Fee Audit. In no event shall LPSFIS’s liability for the cost of the Fee Audit exceed reasonable and customary charges for such audits.