Common use of Maintenance of Records; Audit Clause in Contracts

Maintenance of Records; Audit. 8.1 Members of Distributor's Group shall keep complete, accurate and up-to-date records relating to the use and distribution of Information and to the associated Internal Controls, sufficient to demonstrate compliance with the Agreement and to identify the sums payable to BSE in accordance with the Agreement. 8.2 BSE or its authorized representatives (such as independent professional auditors) acting on behalf of BSE 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 Distributor's Group 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 use and distribution of the Information, the related Internal Controls and any sums payable to BSE. BSE and its auditors shall treat all information obtained in the audit confidentially and use it only for the purpose of verifying compliance with the Agreement. 8.3 Audits of any premises of members of Distributor’s Group and Subscribers may be carried out without any justification from the part of BSE not more than once each calendar year on at least sixty (60) Days’ advance notice (Regular Audit). 8.4 In addition, audits may be carried out on at least three (3) business Days’ advance notice, if BSE has reason to suspect material breach by Distributor, members of Distributor’s Group, Subscribers, or it is deemed otherwise necessary (Extraordinary Audit). BSE shall explain in writing the reason for an Extraordinary Audit and take the legitimate interest of the client into account. 8.5 In the event that an audit reveals a lack of records or failure of Internal Controls, but the amount of under-reported fees and charges cannot be established with reasonable certainty or agreed between the parties, BSE reserves the right to appoint an independent professional auditor to assess the amount owed to BSE. In this event BSE and Distributor agree to accept the assessment and/or reasonable estimate of the appointed auditor. 8.6 In the event that an audit reveals any underpayment in fees due under the Agreement by Distributor that exceeds 5% of the total fees paid by Distributor for the period covered by the audit, Distributor shall bear the reasonable costs and expenses of the audit, including the reasonable cost of any assessment or estimate provided by an independent professional auditor in accordance with Section 8.5. 8.7 Distributor shall pay the outstanding fees and charges revealed by the audit plus liquidated damages equal to the extent of late interest (defined in BSE Information Policies) calculated from the Day following the due date determined by the audit.

Maintenance of Records; Audit. 8.1 Members of Distributor's Group shall keep complete, accurate and up-to-date records dating back three years relating to the use and distribution of Information and to the associated Internal Controls, sufficient to demonstrate compliance with the Agreement and to identify the sums payable to BSE in accordance with the Agreement. 8.2 BSE or its authorized representatives (such as independent professional auditors) acting on behalf of BSE 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 Distributor's Group 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 use and distribution of the Information, the related Internal Controls and any sums payable to BSE. BSE and its auditors shall treat all information obtained in the audit confidentially and use it only for the purpose of verifying compliance with the Agreement. 8.3 Audits of any premises of members of Distributor’s Group and Subscribers may be carried out without any justification from the part of BSE not more than once each calendar year on at least sixty (60) Days’ advance notice (Regular Audit). 8.4 In addition, audits may be carried out on at least three (3) business Days’ advance notice, if BSE has reason to suspect material breach by Distributor, members of Distributor’s Group, Subscribers, or it is deemed otherwise necessary (Extraordinary Audit). BSE shall explain in writing the reason for an Extraordinary Audit and take the legitimate interest of the client into account. 8.5 In the event that an audit reveals a lack of records or failure of Internal Controls, but the amount of under-reported fees and charges cannot be established with reasonable certainty or agreed between the parties, BSE reserves the right to appoint an independent professional auditor to assess the amount owed to BSE. In this event BSE and Distributor agree to accept the assessment and/or reasonable estimate of the appointed auditor. 8.6 In the event that an audit reveals any underpayment in fees due under the Agreement by Distributor that exceeds 5% of the total fees paid by Distributor for the period covered by the audit, Distributor shall bear the reasonable costs and expenses of the audit, including the reasonable cost of any assessment or estimate provided by an independent professional auditor in accordance with Section 8.5. 8.7 Distributor shall pay the outstanding fees and charges revealed by the audit plus liquidated damages equal to the extent of late interest (defined in BSE Information Policies) calculated from the Day following the due date determined by the audit.

Maintenance of Records; Audit. 8.1 Members of Distributor's Group shall keep complete, accurate and up-to-date records relating to the use and distribution of Information and to the associated Internal Controls, sufficient to demonstrate compliance with the Agreement and to identify the sums payable to BSE in accordance with the Agreement. 8.2 BSE or its authorized representatives (such as independent professional auditors) acting on behalf of BSE 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 Distributor's Group 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 use and distribution of the Information, the related Internal Controls and any sums payable to BSE. BSE and its auditors shall treat all information obtained in the audit confidentially and use it only for the purpose of verifying compliance with the Agreement. 8.3 Audits of any premises of members of Distributor’s Group and Subscribers may be carried out without any justification from the part of BSE not more than once each calendar year on at least sixty (60) Days’ advance notice (Regular Audit). 8.4 In addition, audits may be carried out on at least three (3) business Days’ advance notice, if BSE has reason to suspect material breach by Distributor, members of Distributor’s Group, Subscribers, or it is deemed otherwise necessary (Extraordinary Audit). BSE shall explain in writing the reason for an Extraordinary Audit and take the legitimate interest of the client into account. 8.5 In the event that an audit reveals a lack of records or failure of Internal Controls, but the amount of under-reported fees and charges cannot be established with reasonable certainty or agreed between the parties, BSE reserves the right to appoint an independent professional auditor to assess the amount owed to BSE. In this event BSE and Distributor or agree to accept the assessment and/or reasonable estimate of the appointed auditor. 8.6 In the event that an audit reveals any underpayment in fees due under the Agreement by Distributor that exceeds 5% of the total fees paid by Distributor for the period covered by the audit, Distributor shall bear the reasonable costs and expenses of the audit, including the reasonable cost of any assessment or estimate provided by an independent professional auditor in accordance with Section 8.5. 8.7 Distributor shall pay the outstanding fees and charges revealed by the audit plus liquidated damages equal to the extent of late interest (defined in BSE Information Policies) calculated from the Day following the due date determined by the audit.