Common use of Maintenance of Records; Audit Clause in Contracts

Maintenance of Records; Audit. 8.1 Licensee shall keep complete, accurate and up-to-date records relating to the use of Information and to the associated Operational Controls, sufficient to demonstrate compliance with the Agreement and to identify all sums payable to NZX in accordance with the Agreement. Where applicable, Licensee shall require Subscribers and any contractors with access to Information to maintain similar records. All records required to be maintained under this Agreement shall be maintained for a minimum of five (5) years and made available to NZX on request for audit inspection. 8.2 NZX and any auditors acting on behalf of NZX shall have the right, during the term of the Agreement and for a period of two (2) years afterwards, to visit the premises of members of Licensee's Group, Service Facilitators and Subscribers during normal business hours and during or in preparation for any such audit visit to inspect systems, controls, books and records, insofar as they relate to the distribution of the Information, the related Operational Controls and any sums payable to NZX. 8.3 Unless otherwise agreed, the aims of the audit shall be to monitor compliance with the Agreement, identify and address any areas of non-compliance and enable NZX to identify the sums payable in accordance with this Agreement. NZX and Licensee agree to cooperate to ensure these aims can be achieved with minimum disruption to the operations of either party. 8.4 NZX shall provide notice of audits and conduct all audits in accordance with XXX Schedule 4. NZX and its auditors shall treat all information obtained in the audit confidentially in accordance with section 10 of this XXX Schedule 1. NZX and its auditors shall comply with all health, safety and security requirements in effect at the premises visited during the course of the audit. 8.5 If an audit reveals any underpayment in Fees due under the Agreement by Licensee that exceeds ten percent (10%) of the total paid by Licensee for the period covered by the audit, Licensee shall bear the reasonable costs and expenses of the audit, including the cost of resolving any uncertainty or disagreement as to the amount due as a result of the audit.

Maintenance of Records; Audit. 8.1 Licensee Members of Licensee's Group shall keep complete, accurate and up-to-date records relating to the use and distribution of Real-time Information and Delayed Information and to the associated Operational Controls, sufficient to demonstrate compliance with the Agreement and to identify all the sums payable to NZX in accordance with the Agreement. Where applicable, Licensee shall require Subscribers and any contractors with access to Information to maintain similar records. All records required to be maintained under this Agreement shall be maintained for a minimum of five (5) years and made available to NZX on request for audit inspection. 8.2 NZX and any auditors acting on behalf of NZX shall have the right, during the term of the Agreement and for a period of two (2) years afterwards, to visit the premises of members of Licensee's Group, Service Facilitators and Subscribers during normal business hours and during or in preparation for any such audit visit to inspect systems, controls, books and records, insofar as they relate to the distribution of the Information, the related Operational Controls and any sums payable to NZX. 8.3 Unless otherwise agreed, the aims of the audit shall be to monitor compliance with the Agreement, identify and address any areas of non-compliance and enable NZX to identify the sums payable in accordance with this Agreement. NZX and Licensee agree to cooperate to ensure these aims can be achieved with minimum disruption to the operations of either party. 8.4 NZX shall provide notice of audits and conduct all audits in accordance with XXX Schedule 4. NZX and its auditors shall treat all information obtained in the audit confidentially in accordance with section 10 of this XXX Schedule 1. NZX and its auditors shall comply with all health, safety and security requirements in effect at the premises visited during the course of the audit. 8.5 If an audit reveals any underpayment in Fees due under the Agreement by Licensee that exceeds ten percent (10%) of the total paid by Licensee for the period covered by the audit, Licensee shall bear the reasonable costs and expenses of the audit, including the cost of resolving any uncertainty or disagreement as to the amount due as a result of the audit.

Maintenance of Records; Audit. 8.1 Licensee 10.1 Members of Licensee’s Group shall keep complete, accurate and up-to-date records relating to the use and distribution of Information and to the associated Operational Controls, sufficient to demonstrate compliance with the Agreement and to identify all sums payable to NZX BHB in accordance with the Agreement. Where applicable, Licensee shall require Subscribers and any contractors with access to Information to maintain similar records. All records required to be maintained under this Agreement shall be maintained for a minimum of five three (53) years and made available to NZX on BHB upon request for audit inspection. 8.2 NZX 10.2 BHB and any auditors acting on behalf of NZX its auditor(s) shall have the right, right during the term of the Agreement and for a period of two (2) years afterwards, to visit the premises of members of Licensee's Group, Service Facilitators ’s Group and Subscribers during normal business hours and during or in preparation for any such audit visit to obtain access to and inspect systems, controls, books and records, insofar as they relate to the distribution of the Information, the related Operational Controls and any sums payable to NZX. 8.3 Unless otherwise agreed, the aims of the audit shall be to monitor compliance with the Agreement, identify and address any areas of non-compliance and enable NZX to identify the sums payable in accordance with this AgreementBHB. NZX and Licensee agree to cooperate to ensure these aims can be achieved with minimum disruption to the operations of either party. 8.4 NZX BHB shall provide notice of audits and conduct all audits in accordance with XXX Schedule 4Appendix 3. NZX BHB and its auditors shall treat all information obtained in the audit confidentially and use it only for the purpose of the audit. 10.3 The purpose of the audit, unless otherwise agreed in accordance advance, shall be to verify compliance by the audited parties with section 10 of this XXX Schedule 1the Agreement. NZX BHB and its auditors shall comply with all health, safety and security requirements in effect at the premises visited during the course of the audit. 8.5 10.4 Licensee shall ensure full co-operation by members of Licensee’s Group and Subscribers with the preparation and completion of any audit permitted under this Agreement. BHB agrees to conduct the audit in such a way as to conform to any reasonable requirements of any audited party that are necessary to protect the confidentiality of records to be inspected in the course of the audit. 10.5 If an audit reveals unauthorized use, or a lack of records or failure of Operational Controls, but the amount of underreported Fees and Charges cannot be established with reasonable certainty or agreed between the parties in accordance with the procedures described in XXX Xxxxxxxx 0, XXX reserves the right to (i) xxxx an audit settlement amount based on BHB’s own reasonable estimate or (ii) appoint an independent professional auditor to assess or estimate the amount owed to BHB and in this event the parties agree to accept the assessment and/or reasonable estimate of the appointed auditor. Licensee shall have the right to terminate this Agreement within 30 days of payment in accordance with the Agreement of any audit settlement based on a BHB estimate or the assessment and/or estimate of an appointed independent professional auditor. 10.6 If an audit reveals any underpayment in Fees fees due under the Agreement by Licensee that exceeds ten percent (10%) of the total paid by Licensee for the period covered by the audit, Licensee shall bear the reasonable costs and expenses of the audit, including the cost of resolving any uncertainty assessment or disagreement as to the amount due as a result of the auditestimate provided by an independent professional auditor in accordance with Clause 10.5.