Common use of Operational Audits Clause in Contracts

Operational Audits. During the Audit Period, Successful Respondent shall provide to DIR and DIR Customers (and internal and external auditors, inspectors, regulators, and other representatives that DIR or DIR Customers may designate from time to time, including customers, vendors, licensees, and other third parties to the extent DIR or the DIR Customers are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Confidential Information subject to applicable public information laws, access at reasonable hours and upon reasonable notice to Successful Respondent Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to (i) verify the integrity of DIR Data, (ii) examine the systems that process, store, support, and transmit that data (including system capacity, performance, and utilization), (iii) examine the internal controls (e.g., financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) and the security, disaster recovery, and back-up practices and procedures, (iv) examine Successful Respondent’s performance of the Services, (v) verify Successful Respondent’s reported performance against the applicable Service Levels, (vi) examine Successful Respondent’s measurement, monitoring, and management tools, and (vii) enable DIR and the DIR Customers to meet applicable legal, regulatory and contractual requirements. Successful Respondent shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, including installing and operating audit software, (2) make requested Successful Respondent Personnel, records and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this Agreement, Successful Respondent shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees including any follow-up audit to verify that such breach has been corrected.

Operational Audits. During the Audit Period, Successful Respondent Service Provider shall provide to DIR and DIR Customers (and internal and external auditors, inspectors, regulators, regulators and other representatives that DIR or DIR Customers may designate from time to time, including customers, vendors, licensees, licensees and other third parties to the extent DIR or the DIR Customers are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Service Provider's Confidential Information subject to applicable public information laws, access at reasonable hours and upon reasonable notice to Successful Respondent Service Provider Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent Service Provider records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s Service Provider's obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to (i) verify the integrity of DIR Data, (ii) examine the systems that process, store, support, support and transmit that data (including system capacity, performance, performance and utilization), (iii) examine the internal controls (e.g., e.g. financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, controls and access controls) and the security, disaster recovery, recovery and back-up practices and procedures, (iv) examine Successful Respondent’s Service Provider's performance of the Services, (v) verify Successful Respondent’s Service Provider's reported performance against the applicable Service Levels, (vi) examine Successful Respondent’s Service Provider's measurement, monitoring, monitoring and management tools, and (vii) enable DIR and the DIR Customers to meet applicable legal, regulatory and contractual requirements. Successful Respondent shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, including installing and operating audit software, (2) make requested Successful Respondent Personnel, records and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this Agreement, Successful Respondent Service Provider shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees including any follow-up audit to verify that such breach has been corrected.

Operational Audits. During the Audit Period, Successful Respondent Service Provider shall provide to DIR and DIR Customers (and internal and external auditors, inspectors, regulators, regulators and other representatives that DIR or DIR Customers may designate from time to time, including customers, vendors, licensees, licensees and other third parties to the extent DIR or the DIR Customers are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Service Provider's Confidential Information subject to applicable public information laws, access at reasonable hours and upon reasonable notice to Successful Respondent Service Provider Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent Service Provider records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s Service Provider's obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to (i) verify the integrity of DIR Data, (ii) examine the systems that process, store, support, support and transmit that data (including system capacity, performance, performance and utilization), (iii) examine the internal controls (e.g., e.g. financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, controls and access controls) and the security, disaster recovery, recovery and back-up practices and procedures, (iv) examine Successful Respondent’s Service Provider's performance of the Services, (v) verify Successful Respondent’s Service Provider's reported performance against the applicable Service Levels, (vi) examine Successful Respondent’s Service Provider's measurement, monitoring, monitoring and management tools, and (vii) enable DIR and the DIR Customers to meet applicable legal, regulatory and contractual requirements. Successful Respondent Service Provider shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, including installing and operating audit softwaresoftware on systems dedicated to the provision of the Services, (2) make requested Successful Respondent Service Provider Personnel, records and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this Agreement, Successful Respondent Service Provider shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees including any reasonable auditors' fees to perform a follow-up audit to verify that such breach has been corrected.

Operational Audits. During the Audit Period, Successful Respondent Service Provider shall provide to DIR and DIR Customers (and internal and external auditors, inspectors, regulators, and other representatives that DIR or DIR Customers may designate from time to time, including customers, vendors, licensees, and other third parties to the extent DIR or the DIR Customers are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees licensees, and other third parties agree to protect Successful Respondent’s Service Provider's Confidential Information subject to applicable public information laws, access at reasonable hours and upon reasonable notice to Successful Respondent Service Provider Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent Service Provider records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s Service Provider's obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to (i) verify the integrity of DIR Data, (ii) examine the systems that process, store, support, support and transmit that data (including system capacity, performance, performance and utilization), (iii) examine the internal controls (e.g., e.g. financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) and the security, disaster recovery, and back-up practices and procedures, (iv) examine Successful Respondent’s Service Provider's performance of the Services, (v) verify Successful Respondent’s Service Provider's reported performance against the applicable Service Levels, (vi) examine Successful Respondent’s Service Provider's measurement, monitoring, monitoring and management tools, and (vii) enable DIR and the DIR Customers to meet applicable legal, regulatory regulatory, and contractual requirements. Successful Respondent Service Provider shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, including installing and operating audit softwaresoftware on systems dedicated to the provision of the Services, (2) make requested Successful Respondent Service Provider Personnel, records records, and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records records, and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this Agreement, Successful Respondent Service Provider shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees including any auditors' fees to perform a follow-up audit to verify that such breach has been corrected.

Operational Audits. During the Audit Period, Successful Respondent Service Provider shall provide to DIR and DIR Customers TxDOT (and internal and external auditors, inspectors, regulators, regulators and other representatives that DIR or DIR Customers TxDOT may designate from time to time, including customers, vendors, licensees, licensees and other third parties to the extent DIR or the DIR Customers are TxDOT is legally or contractually obligated to submit to audits by such EntitiesEntities (excluding the Entities set forth on Exhibit 16), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR TxDOT Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Service Provider's Confidential Information subject to applicable public information laws, access at reasonable hours and upon reasonable notice to Successful Respondent Service Provider Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent Service Provider records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s Service Provider's obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to (i) verify the integrity of DIR TxDOT Data, (ii) examine the systems that process, store, support, support and transmit that data (including system capacity, performance, performance and utilization), (iii) examine the internal controls (e.g., e.g. financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, controls and access controls) and the security, disaster recovery, recovery and back-up practices and procedures, (iv) examine Successful Respondent’s Service Provider's performance of the Services, (v) verify Successful Respondent’s Service Provider's reported performance against the applicable Service Levels, (vi) examine Successful Respondent’s Service Provider's measurement, monitoring, monitoring and management tools, and (vii) enable DIR and the DIR Customers TxDOT to meet applicable legal, regulatory and contractual requirements. Successful Respondent Service Provider shall (1) provide any assistance reasonably requested by DIR TxDOT Auditors in conducting any such audit, including installing and operating audit softwaresoftware on systems dedicated to the provision of the Services, (2) make reasonably requested Successful Respondent Service Provider Personnel, records and information available to DIR TxDOT Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this Agreement, Successful Respondent Service Provider shall, upon DIRTxDOT's request, promptly reimburse DIR TxDOT for reasonable auditors' fees including any reasonable auditors' fees to perform a follow-up audit to verify that such breach has been corrected.

Operational Audits. During the Audit Period, Successful Respondent Service Provider shall provide to DIR and DIR Customers (and internal and external auditors, inspectors, regulators, regulators and other representatives that DIR or DIR Customers may designate from time to time, including customers, vendors, licensees, licensees and other third parties to the extent DIR or the DIR Customers are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Service Provider's Confidential Information subject to applicable public information laws, access at reasonable hours and upon reasonable notice to Successful Respondent Service Provider Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent Service Provider records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s Service Provider's obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to (i) verify the integrity of DIR Data, (ii) examine the systems that process, store, support, support and transmit that data (including system capacity, performance, performance and utilization), (iii) examine the internal controls (e.g., e.g. financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, controls and access controls) and the security, disaster recovery, recovery and back-up practices and procedures, (iv) examine Successful Respondent’s Service Provider's performance of the Services, (v) verify Successful Respondent’s Service Provider's reported performance against the applicable Service Levels, (vi) examine Successful Respondent’s Service Provider's measurement, monitoring, monitoring and management tools, and (vii) enable DIR and the DIR Customers to meet applicable legal, regulatory and contractual requirements. Successful Respondent Service Provider shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, including installing and operating audit software, (2) make requested Successful Respondent Service Provider Personnel, records and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this Agreement, Successful Respondent Service Provider shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees including any follow-up audit to verify that such breach has been corrected.

Operational Audits. During the Audit Period, Successful Respondent shall provide to DIR and DIR Customers (and internal and external auditors, inspectors, regulators, and other representatives that DIR or DIR Customers may designate from time to time, including customers, vendors, licensees, and other third parties to the extent DIR or the DIR Customers are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities authorities) (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Confidential Information subject to applicable public information laws, access at reasonable hours and upon reasonable notice to Successful Respondent Personnelpersonnel, to the facilities at or from which Services are then being provided and to Successful Respondent records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to (i) verify the integrity of DIR Data, (ii) examine the systems that process, store, support, and transmit that data (including system capacity, performance, and utilization), (iii) examine the internal controls (e.g., financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) and the security, disaster recovery, and back-up practices and procedures, (iv) examine Successful Respondent’s performance of the Services, (v) verify Successful Respondent’s reported performance against the applicable Service Levels, (vi) examine Successful Respondent’s measurement, monitoring, and management tools, and (vii) enable DIR and the DIR Customers to meet applicable legal, regulatory and contractual requirements. Successful Respondent shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, including installing and operating audit software, (2) make requested Successful Respondent Personnel, records and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this Agreement, Successful Respondent shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees including any follow-up audit to verify that such breach has been corrected.