Common use of Operational Audits Clause in Contracts

Operational Audits. During the Audit Period Supplier shall, and, if and to the extent (i) appropriate in Kraft’s reasonable judgment given the nature of the services or products being provided by them and (ii) the purpose for the audit of any Subcontractor or supplier cannot be reasonably satisfied, in the reasonable judgment of Kraft’s auditors, through an audit of Supplier, shall cause its Subcontractors and suppliers (other than Commodity Equipment and Transport Providers, product vendor specialists who Supplier engages on a temporary basis to address urgent problems, Third Party Contractors under Kraft assigned contracts to the extent such contracts do not comply with this requirement as of the Effective Date, and vendors of Supplier Overhead Materials) to provide to Kraft (and internal and external auditors, inspectors, regulators and other representatives that Kraft may designate from time to time, including customers, vendors, licensees and other third parties to the extent Kraft or the Eligible Recipients are legally or contractually obligated to submit to audits by such entities) access at reasonable hours, and following reasonable notice (with 30 days prior written notice deemed to be reasonable notice for planned or routine audits, but as soon as practicable for more urgent audits, or as required by government inspectors or regulators) to the extent such notice is available to Kraft, to Supplier Personnel, to the facilities at or from which Services are then being provided and to Supplier records and other pertinent information, all to the extent relevant to the Services and Supplier’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections, to (i) verify the integrity of Kraft Data; (ii) examine the systems that process, store, support and transmit that data; (iii) examine the internal controls (e.g., information technology 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 Supplier’s performance of the Services; (v) verify Supplier’s reported performance against the applicable Service Levels; (vi) examine Supplier’s measurement, monitoring and management tools; and (vii) enable Kraft and the Eligible Recipients to meet applicable legal, regulatory and contractual requirements (including those associated with the Xxxxxxxx-Xxxxx Act of 2002 and the implementing regulations promulgated by the United States Securities and Exchange Commission and Public Company Accounting Oversight Board), in each case (i) through (vii) to the extent applicable to the Services. Supplier shall (i) provide any assistance reasonably requested by Kraft or its designee in conducting any such audit, including installing and operating audit software; (ii) make requested personnel, records and information available to Kraft or its designee; and (iii) 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 breach of this Agreement by Supplier that is material relative to the scope of the audit, Supplier shall promptly reimburse Kraft for the actual cost of such audit and any damages, fees, fines, or penalties assessed against or incurred by Kraft as a result thereof.

Operational Audits. During the Audit Period Supplier shall, and, if and to the extent (i) appropriate in Kraft’s reasonable judgment given the nature of the services or products being provided by them and (ii) the purpose for the audit of any Subcontractor or supplier cannot be reasonably satisfied, in the reasonable judgment of Kraft’s auditors, through an audit of Supplier, shall cause its Subcontractors and suppliers (other than Commodity Equipment and Transport Providers, product vendor specialists who Supplier engages on a temporary basis to address urgent problems, Third Party Contractors under Kraft assigned contracts to the extent such contracts do not comply with this requirement as of the Effective Date, and vendors of Supplier Overhead Materials) to provide to Kraft (and internal and external auditors, inspectors, regulators and other representatives that Kraft may designate from time to time, including customers, vendors, licensees and other third parties to the extent Kraft or the Eligible Recipients are legally or contractually obligated to submit to audits by such entities) access at reasonable hours, and following reasonable notice (with 30 days prior written notice deemed to be reasonable notice for planned or routine audits, but as soon as practicable for more urgent audits, or as required by government inspectors or regulators) to the extent such notice is available to Kraft, to Supplier Personnel, to the facilities at or from which Services are then being provided and to Supplier records and other pertinent information, all to the extent relevant to the Services and Supplier’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections, to (i) verify the integrity of Kraft Data; (ii) examine the systems that process, store, support and transmit that data; (iii) examine the internal controls (e.g., information technology 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 Supplier’s performance of the Services; (v) verify Supplier’s reported performance against the applicable Service Levels; (vi) examine Supplier’s measurement, monitoring and management tools; and (vii) enable Kraft and the Eligible Recipients to meet applicable legal, regulatory and contractual requirements (including those associated with the Xxxxxxxx-Xxxxx Act of 2002 and the implementing regulations promulgated by the United States Securities and Exchange Commission and Public Company Accounting Oversight Board), in each case (i) through (vii) to the extent applicable to the Services. Supplier shall (i) provide any assistance reasonably requested by Kraft or its designee in conducting any such audit, including installing and operating audit software; (ii) make requested personnel, records and information available to Kraft or its designee; and (iii) 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 breach of this Agreement by Supplier that is material relative to the scope of the audit, Supplier shall promptly reimburse Kraft for the actual cost of such audit and any damages, fees, fines, or penalties assessed against or incurred by Kraft as a result thereof.

Operational Audits. During Supplier shall provide the Audit Period auditors designated by Advanta in writing, including Governmental Authorities, third-party auditors and Advanta’s internal audit staff, with access at all times to any facility at which the Services are being performed, to Supplier shalland Supplier Agent personnel, and, if and to the extent (i) appropriate in Kraft’s reasonable judgment given the nature of the services or products being provided data and records maintained by them and (ii) the purpose for the audit of any Subcontractor or supplier cannot be reasonably satisfied, in the reasonable judgment of Kraft’s auditors, through an audit of Supplier, shall cause its Subcontractors and suppliers (other than Commodity Equipment and Transport Providers, product vendor specialists who Supplier engages on a temporary basis to address urgent problems, Third Party Contractors under Kraft assigned contracts with respect to the extent such contracts do not comply with this requirement as of the Effective Date, and vendors of Supplier Overhead MaterialsServices: (a) to provide to Kraft (and internal and external auditors, inspectors, regulators and other representatives that Kraft may designate from time to time, including customers, vendors, licensees and other third parties to the extent Kraft or the Eligible Recipients are legally or contractually obligated to submit to audits by such entities) access at reasonable hours, and following reasonable notice (with 30 days prior written notice deemed to be reasonable notice for planned or routine audits, but as soon as practicable for more urgent audits, or as required by government inspectors or regulators) to the extent such notice is available to Kraft, to Supplier Personnel, to the facilities at or from which Services are then being provided and to Supplier records and other pertinent information, all to the extent relevant to the Services and Supplier’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspectionsinspections of Supplier, the Supplier Agents, and their respective businesses as they relate to the Services (iincluding any audits necessary to enable verification of compliance with Regulatory Requirements); (b) verify for the ****** — Denotes material that has been omitted and filed separately with the Commission. purpose of verifying the integrity of Kraft Data; (ii) examine personal information, examining the systems that process, store, support support, and transmit that such data, confirming the security of such personal information, and verifying Supplier’s compliance with the data protection requirements and other data security requirements; (iiic) examine for the internal purpose of examining data and records pertaining to Advanta’s or any other Service Recipient’s compliance with the Xxxxxxxx-Xxxxx Requirements; (d) for the purpose of confirming that the Services are being provided efficiently and in accordance with this Agreement, including the Service Levels; and (e) for any other reasonable business purpose. To the extent applicable to the Services, the scope of such audits and inspections may include: (i) Supplier’s practices and procedures; (ii) the adequacy of general controls (e.g., information technology controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) and security practices and procedures; (iii) the security, adequacy of disaster recovery and back-up practices and procedures; and (iv) examine Supplier’s performance of the Services; any analyses necessary to enable compliance with applicable Regulatory Requirements. If any audit by an auditor designated by Advanta, any other Service Recipient or a regulatory authority results in Supplier being notified that Supplier or Supplier Agents are not in compliance with any Regulatory Requirement or audit requirement (v) verify Supplier’s reported performance against the applicable Service Levels; (vi) examine Supplier’s measuremente.g., monitoring and management tools; and (vii) enable Kraft and the Eligible Recipients to meet applicable legal, regulatory and contractual requirements (including those associated with the Xxxxxxxx-Xxxxx Act of 2002 and the implementing regulations promulgated by the United States Securities and Exchange Commission and Public Company Accounting Oversight BoardSarbanes Oxley Requirements), in each case (i) through (vii) Supplier shall, and shall cause Supplier Agents to, promptly take actions to the extent applicable to the Servicescomply with such Regulatory Requirement or audit requirement. Supplier shall (i) provide any assistance reasonably requested by Kraft or its designee in conducting bear the expense of any such audit, including installing and operating response that is required by a Supplier Regulatory Requirement or audit software; (ii) make requested personnel, records and information available requirement relating to Kraft Supplier’s business or its designee; and (iii) in all cases, provide such assistance, personnel, records and information in an expeditious manner necessary due to facilitate Supplier’s noncompliance with any Supplier Regulatory Requirement or audit requirement imposed on Supplier. To the timely completion of such audit. If an audit reveals a breach of this Agreement extent the expense is not payable by Supplier pursuant to the preceding sentence, Advanta shall bear the expense of any such compliance that is material relative required by any Advanta Regulatory Requirement or audit requirement relating to the scope of the audit, Supplier shall promptly reimburse Kraft for the actual cost of such Advanta’s business or necessary due to Advanta’s noncompliance with any Advanta Regulatory Requirement or audit and any damages, fees, fines, or penalties assessed against or incurred by Kraft as a result thereofrequirement imposed on Advanta.

Operational Audits. During (a) Supplier acknowledges that Company determines (subject to Section 6.2(b) below) the Audit Period number and type of audits required of its third party administrators based on Company’s risk assessments of such third party administrators, which may vary from time to time and will consider a variety of factors including Company’s ranking of the processes performed, systems and workflow complexity, the frequency of processing errors or other incidents and regulatory inquiries. Company may, in accordance with Section 6, conduct audits of Supplier shallby remote observation, andor on-site visits to Service Locations; provided that, if the use of any audit software shall be subject to discussion with and prior consent from Supplier. Supplier agrees to cooperate in good faith with Company’s reasonable audit activities that do not unduly affect the Supplier’s business operations. (b) Company has the right to, by itself or by the assistance of a third party (other than a third party who is a Supplier Competitor) who shall execute a Supplier NDA, upon [Intentionally Omitted] written notice to Supplier (unless required to provide shorter notice by a government authority or regulatory agency), [Intentionally Omitted] per year (unless requested by a government authority or regulatory agency or upon the occurrence of a Cybersecurity Event), visit the Service Locations and/or any other location at which Company Data is accessed, processed or stored by Supplier or, its Affiliates or, to the extent agreed to by the applicable Service Provider, its other Service Providers, and conduct a review during Supplier’s normal business hours. (c) Supplier shall facilitate Company’s reasonable requests to: (i) appropriate in Kraft’s reasonable judgment given review records maintained by Supplier related to the nature performance of the services or products being provided by them and (ii) the purpose for the audit of any Subcontractor or supplier cannot be reasonably satisfied, in the reasonable judgment of Kraft’s auditors, through an audit of Supplier, shall cause its Subcontractors and suppliers (other than Commodity Equipment and Transport Providers, product vendor specialists who Supplier engages on a temporary basis Services to address urgent problems, Third Party Contractors under Kraft assigned contracts to the extent such contracts do not comply confirm compliance with this requirement Agreement, including related to compliance with regulatory, anti-money laundering, fraud and privacy requirements, such as of the Effective Date, and vendors of Supplier Overhead Materials) Charges billed to provide to Kraft (and internal and external auditors, inspectors, regulators Company and other representatives that Kraft may designate from time to time, including customers, vendors, licensees and other third parties to the extent Kraft or the Eligible Recipients are legally or contractually obligated to submit to audits by such entities) access at reasonable hours, and following reasonable notice backup documents set forth in Section 6.6 (with 30 days prior written notice deemed to be reasonable notice for planned or routine audits, but as soon as practicable for more urgent audits, or as required by government inspectors or regulators) to the extent such notice is available to Kraft, to Supplier Personnel, to the facilities at or from which Services are then being provided and to Supplier records and other pertinent information, all to the extent relevant to the Services and Supplier’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections, to (i) verify the integrity of Kraft DataBack Up Documentation); (ii) examine the systems that process, store, support and transmit that data; (iii) examine the internal controls (e.g., information technology controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, controls and access controls) and the security, disaster recovery security and back-up practices and proceduresprocedures related to the performance of the Services and compliance with this Agreement; (iii) verify the integrity of data related to or concerning this Agreement and examine the systems that process, store, support and transmit such data; (iv) examine Supplier’s performance of the Services; (v) verify Supplier’s reported performance against the applicable Service Levels; (vi) examine Supplier’s measurement, monitoring and management toolstools related to the Services and Service Levels; and (viiv) enable Kraft the Company and any Affiliate of the Eligible Recipients Company to meet applicable legal, regulatory and contractual requirements requirements. (including those associated d) Company will reasonably limit disruption to Supplier’s business operations during any audit activities. Supplier shall be entitled to accompany Company and its representatives while performing on-site audits. In connection with the Xxxxxxxx-Xxxxx Act of 2002 an audit, Supplier will provide Company with reasonable access to Supplier’s policies and the implementing regulations promulgated by the United States Securities and Exchange Commission and Public Company Accounting Oversight Board), in each case (i) through (vii) to the extent procedures applicable to the Services and this Agreement. (e) If any issues that materially adversely affect the Services. , in Company’s good faith determination, are found during any audit, Supplier shall work in good faith with Company to provide a response plan (i“Response Plan”) provide any assistance reasonably requested by Kraft or its designee in conducting any such audit, including installing and operating audit software; (ii) make requested personnel, records and information available to Kraft or its designee; and (iii) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate Company within [Intentionally Omitted] following the timely completion of such audit. If an audit reveals a breach of this Agreement by Supplier that is material relative to the scope of the audit, Supplier shall promptly reimburse Kraft for remediate each such issue in a timely manner in accordance with Supplier’s Response Plan, provided, however that, all such issues shall be remediated no later than [Intentionally Omitted] after the actual cost of date on which the Response Plan is due to be provided to Company or such audit and any damages, fees, fines, or penalties assessed against or incurred by Kraft other timelines as a result thereofagreed to between the Parties.

Operational Audits. During the Audit Period (as defined in Section 9.10(a)), Supplier shall, and, if and to the extent (i) appropriate in Kraft’s reasonable judgment given the nature of the services or products being provided unless expressly approved otherwise by them and (ii) the purpose for the audit of any Subcontractor or supplier cannot be reasonably satisfied, in the reasonable judgment of Kraft’s auditors, through an audit of SupplierTriad under Section 9.12, shall cause its Subcontractors and suppliers (other than Commodity Equipment and Transport Providersto, product vendor specialists who Supplier engages on a temporary basis to address urgent problems, Third Party Contractors under Kraft assigned contracts to the extent such contracts do not comply with this requirement as of the Effective Date, and vendors of Supplier Overhead Materials) to provide to Kraft Triad (and internal and external auditors, inspectors, regulators and other representatives that Kraft Triad may designate from time to time, including customers, vendors, [**] Certain confidential information contained in this document, marked by [**], has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. licensees and other third parties to the extent Kraft Triad or the Eligible Recipients are legally or contractually obligated to submit to audits by such entitiesentities and provided such representatives shall agree to be subject to Supplier’s reasonable and generally applicable confidentiality and reasonable security requirements) access at reasonable hours, and following reasonable notice (with 30 days prior written notice deemed to be reasonable notice for planned or routine audits, but as soon as practicable for more urgent audits, or as required by government inspectors or regulators) to the extent such notice is available to Kraft, hours to Supplier Personnel, to the facilities Supplier Facilities at or from which Services are then being provided and to Supplier records and other pertinent information, all to the extent relevant to the Services and Supplier’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections, to (i) verify the integrity of Kraft Triad Data; , (ii) examine the systems that process, store, support and transmit that data; data (including system capacity, performance, and utilization), (iii) examine the internal controls (e.g., information technology 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 Supplier’s performance of the Services; (v) verify Supplier’s reported performance against the applicable Service Levels; (vi) examine Supplier’s measurement, monitoring and management tools; and (vii) enable Kraft and the Eligible Recipients to meet applicable legal, regulatory and contractual requirements (including those associated with the Xxxxxxxx-Xxxxx Act of 2002 and the implementing regulations promulgated by the United States Securities and Exchange Commission and Public Company Accounting Oversight Board), in each case (i) through (vii) to the extent applicable to the Services[**]. Supplier shall (iA) provide any assistance reasonably requested by Kraft Triad or its designee in conducting any such audit, including installing and operating audit software; software (iito the extent such audit software is not likely to adversely impact Supplier or the performance of the Services), (B) make requested personnel, records and information available to Kraft Triad or its designee; , and (iiiC) 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 breach of this Agreement by Supplier that is material relative to the scope of the audit, Supplier shall promptly reimburse Kraft for the actual cost of such audit and any damages, fees, fines, or penalties assessed against or incurred by Kraft as a result thereof[**].