Common use of General Principles Regarding Audits Clause in Contracts

General Principles Regarding Audits. (a) Carnation and its auditors shall use reasonable efforts to conduct any audits pursuant to this Clause, in a manner that shall result in a minimum of inconvenience and disruption to Genpact’s business operations. Carnation shall provide Genpact with reasonable prior notice of an audit. Audits may be conducted only during normal business hours of the Supplier and no more frequently than annually, unless material deficiencies are discovered or if otherwise required by any Applicable Legislation. Carnation and its auditors shall not be entitled to audit (i) data or information of other clients of Genpact, (ii) any Genpact proprietary data, including cost information or (iii) any other Genpact Confidential Information that is not relevant for the purposes of the audit. Genpact shall provide reasonable assistance to Carnation and its auditors in connection with an audit. All information learned or exchanged in connection with the conduct of an audit, as well as the results of any audit, constitutes Confidential Information. (b) Carnation shall not use any competitors of Genpact to conduct audits. Upon the request of Carnation, Genpact shall promptly identify its competitors. (c) The auditors of Carnation shall execute and deliver such confidentiality and non-disclosure agreements and comply with such security and confidentiality requirements as Genpact may reasonably request in connection with an audit. Audit results shall be deemed to be Confidential Information of Genpact, irrespective of whether a confidentiality or non-disclosure agreement has been entered into. (d) Carnation shall bear its cost in connection with any audits.

General Principles Regarding Audits. (a) Carnation 16.4.1 Client and its auditors shall use reasonable efforts to must conduct any such audits pursuant to this Clause, in a manner that shall will result in a minimum of inconvenience and disruption to GenpactAccenture’s business operations. Carnation shall provide Genpact with reasonable prior notice of an audit. Audits may be conducted only during normal business hours of the Supplier hours, and no more frequently than annually, unless material deficiencies are annually with respect to a particular type of audit for each SOW (except with respect to follow-up audits in the wake of discovered or if otherwise required by any Applicable Legislationdeficiencies). Carnation Client and its auditors shall will not be entitled to audit (ia) data or information of other customers or clients of Genpact, Accenture; (iib) any Genpact proprietary data, including cost information unless such is the basis of a reimbursable or Pass-Through Expense; or (iiic) any other Genpact Confidential Information of Accenture that is not relevant for the authorized purposes of the audit. Genpact shall Client must provide Accenture with not less than two (2) weeks’ prior written notice of an audit (except in emergency situations or where a lesser notice period is required with respect to a regulatory audit). Accenture will use reasonable assistance efforts to Carnation cooperate in the audit, will make available on a timely basis the information reasonably required to conduct the audit and will assist the designated employees of Client or its auditors as reasonably necessary. To the maximum extent possible, audits will be designed and conducted (in connection such manner and with an auditsuch frequency) so as not to interfere with the provision of the Services. All information learned or exchanged in connection with the conduct of an audit, as well as the results of any audit, constitutes Confidential InformationInformation of Accenture, and will be subject to Section 6 above. (b) Carnation 16.4.2 Client shall not use any competitors of Genpact Accenture Competitors (as identified in Exhibit 8 hereto, as such list may be reasonably modified from time by Accenture) to conduct audits. Upon the request of Carnation, Genpact shall promptly identify its competitorsany such audit without Accenture’s prior written consent. (c) 16.4.3 The auditors and other representatives of Carnation Client shall execute and deliver such confidentiality and non-disclosure agreements and comply with such security and confidentiality requirements as Genpact Accenture may reasonably request require in connection with an audit. Audit results shall be deemed to be Confidential Information of Genpact, irrespective of whether a confidentiality or non-disclosure agreement has been entered into. (d) Carnation shall bear its cost in connection with any such audits.

General Principles Regarding Audits. (a) Carnation Client and its auditors shall will use commercially reasonable efforts to conduct any such audits pursuant to this Clause, in a manner that shall will result in a minimum of inconvenience and disruption to GenpactAccenture’s business operations. Carnation shall provide Genpact with reasonable prior notice of an audit. Audits may be conducted only during normal business hours of the Supplier and and, except with respect to audits conducted in connection with Client’s regulatory requirements, no more frequently than annually, annually unless material deficiencies issues are discovered or if otherwise required by any Applicable Legislationdiscovered. Carnation Client and its auditors shall will not be entitled to audit audit: (i) data or information of other customers or clients of Genpact, Accenture; (ii) any Genpact Accenture proprietary data, data including cost information unless such is the basis of a reimbursable or Pass-Through Expense; or (iii) any other Genpact Confidential Information of Accenture that is not directly relevant for the purposes of the audit. Genpact shall Client will provide Accenture with reasonable assistance prior written notice of an audit. Accenture will use commercially reasonable efforts to Carnation cooperate in the audit, will make available on a timely basis the information reasonably required to conduct the audit and will assist the designated employees of Client or its auditors as reasonably necessary. Any request for additional assistance will constitute a request for New Services pursuant to Section 4.2. To the maximum extent possible, audits will be designed and conducted (in connection such manner and with an auditsuch frequency) so as not to interfere with the provision of the Services. All information learned or exchanged in connection with the conduct of an audit, as well as the results of any audit, constitutes Confidential InformationInformation of Client and Accenture and will be subject to Section 13.1. (b) Carnation shall Client will not use any competitors of Genpact Accenture (or any significant Accenture subcontractor under this Agreement) in the outsourcing industry to conduct such audits. As of the Effective Date, such competitors of Accenture are listed on Appendix C. Upon the request of CarnationClient, Genpact shall Accenture will promptly identify its competitorsprepare and provide Client with an updated list. (c) The auditors and other representatives of Carnation shall Client will execute and deliver such confidentiality and non-disclosure agreements and comply with such security and confidentiality requirements as Genpact Accenture may reasonably request in connection with an audit. Audit results shall be deemed to be Confidential Information of Genpact, irrespective of whether a confidentiality or non-disclosure agreement has been entered into. (d) Carnation shall bear its cost in connection with any such audits.