Common use of Operational Audits Clause in Contracts

Operational Audits. During the Audit Period, Supplier shall, and (upon ABM’s reasonable request) shall cause its Subcontractors to, provide to ABM (and internal and external auditors, inspectors, regulators and other representatives that ABM may designate from time to time, including customers, vendors, licensees and other third parties to the extent ABM or the Eligible Recipients are legally or contractually obligated to submit to audits by such entities) access at reasonable hours to Supplier Personnel, to the facilities at or from which Services are then being provided and to Contract Records and other pertinent information, all to the extent relevant to performance of 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 ABM Data, in accordance with the terms of this Agreement, (ii) examine the systems that process, store, support and transmit that data, (iii) examine the controls (e.g., 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, in accordance with the terms of this Agreement; (v) verify Supplier’s reported performance against the applicable Service Levels; (vi) examine the accuracy of Supplier’s measurement, monitoring and management tools; and (vii) enable ABM and the Eligible Recipients to meet applicable legal and 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 to the extent applicable to the Services performed by Supplier and/or the variable charges for such services. Supplier shall (i) provide any assistance reasonably requested by ABM or its designee in conducting any such audit, including installing and operating audit software during the Term and any Termination Assistance Services period, (ii) make requested personnel (to the extent still employed by Supplier or its applicable Affiliate or Subcontractor), records and information available to ABM 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. ABM/IBM Proprietary Information

Operational Audits. During the Audit PeriodTerm and for a period of thirty-six (36) months after the end of any Termination Assistance Services period (the "AUDIT PERIOD"), Supplier Provider shall, and (upon ABM’s reasonable request) shall cause its Subcontractors to, provide to ABM Xxxxxxxx (and internal and external auditors, inspectors, regulators and other representatives that ABM Xxxxxxxx may designate from time to time, including customers, vendors, licensees and other third parties to the extent ABM or the Eligible Recipients are legally or contractually obligated to submit to audits by such entities) access at reasonable hours to Supplier Provider Personnel, to the facilities at or from which Services are then being provided and to Contract Records Provider records and other pertinent information, all to the extent relevant to performance of the Services and Supplier’s Provider's obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspectionsinspections of Xxxxxxxx and its businesses, to (i) verify the integrity of ABM Xxxxxxxx Data, in accordance with the terms of this Agreement, (ii) examine the systems that process, store, support and transmit that data, (iii) examine the internal controls (e.g., organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) and the security (including physical and logical information technology security), disaster recovery and back-up practices and procedures; (iv) examine Supplier’s Provider's performance of the Services, in accordance with the terms of this Agreement; (v) verify Supplier’s Provider's reported performance against the applicable Service Levels; (vi) examine the accuracy of Supplier’s Provider's measurement, monitoring and management tools; and (vii) enable ABM Xxxxxxxx and the Eligible Recipients to meet applicable legal and 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 to the extent applicable to the Services performed by Supplier and/or Services. Provider shall during the variable charges for such services. Supplier shall Audit Period (iA) provide any assistance reasonably requested by ABM Xxxxxxxx or its designee in conducting any such audit, including installing and operating audit software during the Term and any Termination Assistance Services periodsoftware, (iiB) make requested personnel (to the extent still employed by Supplier or its applicable Affiliate or SubcontractorProvider), records and information available to ABM Xxxxxxxx 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. ABM/Provider shall reimburse Xxxxxxxx for the actual cost of any follow on audit conducted by Xxxxxxxx to confirm that an issue identified in a previous audit has been appropriately corrected or resolved. In addition, if Xxxxxxxx suspects a non-trivial breach of this Agreement, and Provider does not present sufficient evidence to Xxxxxxxx that such non-trivial breach does not exist or has been appropriately corrected or resolved, and if Final Confidential and Proprietary Information of IBM Proprietary Informationand Xxxxxxxx Xxxxxxxx subsequently conducts an audit and confirms the existence of such non-trivial breach, then Provider shall promptly reimburse Xxxxxxxx for the actual cost of such audit.

Operational Audits. During the Audit PeriodPeriod (as defined in Section 9.10(a)), Supplier shall, and (upon ABM’s reasonable request) shall cause its Affiliates and, subject to Section 9.11(a), its Subcontractors to, provide to ABM New Century (and internal and external auditors, inspectors, regulators and other representatives that ABM New Century may designate from time to time, including customers, vendors, licensees and other third parties to the extent ABM New Century or the Eligible Recipients are legally or contractually obligated to submit to audits by such entities) access at reasonable during normal business hours to appropriate Supplier Personnel, to the facilities at or from which Services are then being provided and to Contract Records Supplier records and other pertinent informationinformation (excluding internal audit reports generated by Supplier, all but including disclosure of any finding, recommendation or conclusion in such audit reports relating to non-compliance with Supplier’s obligations under this Agreement), only to the extent relevant to performance of 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 ABM New Century Data, in accordance with the terms of this Agreement, (ii) examine the systems that process, store, support and transmit that data, (iii) examine the adequacy of and compliance with the internal controls (e.g., financial controls, human resource 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, in accordance with the terms of this Agreement; (v) verify Supplier’s reported performance against the applicable Service Levels; (vi) examine the accuracy of Supplier’s measurement, monitoring and management tools; and (vii) enable ABM New Century and the Eligible Recipients to meet applicable legal and 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 to the extent applicable relevant to the Services performed by Supplier and/or the variable charges for such servicesand Supplier’s performance of its obligations under this Agreement. Supplier shall use commercially reasonable efforts to (i) provide any assistance reasonably requested by ABM New Century or its designee in conducting any such audit, including installing and operating audit software during the Term and any Termination Assistance Services periodsoftware, (ii) make requested personnel (to the extent still employed by Supplier or its applicable Affiliate or Subcontractor)personnel, records and information available to ABM New Century 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. ABM/IBM Proprietary InformationAs between the Parties, New Century shall be responsible for any auditor’s fees and costs associated with such audit, unless the audit reveals a significant breach of this Agreement, in which case Supplier shall promptly reimburse New Century for such reasonable and actual fees and costs.

Operational Audits. During Supplier shall provide the Audit Periodauditors 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 (upon ABM’s reasonable request) shall cause its Subcontractors to, provide to ABM (and internal and external auditors, inspectors, regulators and other representatives that ABM may designate from time to time, including customers, vendors, licensees and other third parties to the extent ABM or the Eligible Recipients are legally or contractually obligated to submit to audits data and records maintained by such entities) access at reasonable hours to Supplier Personnel, with respect to the facilities at or from which Services are then being provided and to Contract Records and other pertinent information, all to the extent relevant to performance of the Services and Supplier’s obligations under this Agreement. Such access shall be provided Services: (a) 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 ABM Datapersonal information, in accordance with the terms of this Agreement, (ii) examine 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 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., 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 Servicesany 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 accordance Supplier being notified that Supplier or Supplier Agents are not in compliance with the terms of this Agreement; any Regulatory Requirement or audit requirement (v) verify Supplier’s reported performance against the applicable Service Levels; (vi) examine the accuracy of Supplier’s measuremente.g., monitoring and management tools; and (vii) enable ABM and the Eligible Recipients to meet applicable legal and 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 Supplier shall, and shall cause Supplier Agents to, promptly take actions to the extent applicable to the Services performed by Supplier and/or the variable charges for comply with such servicesRegulatory Requirement or audit requirement. Supplier shall (i) provide any assistance reasonably requested by ABM 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 during requirement relating to Supplier’s business or necessary due to Supplier’s noncompliance with any Supplier Regulatory Requirement or audit requirement imposed on Supplier. To the Term and any Termination Assistance Services period, (ii) make requested personnel (extent the expense is not payable by Supplier pursuant to the extent still employed preceding sentence, Advanta shall bear the expense of any such compliance that is required by Supplier any Advanta Regulatory Requirement or its applicable Affiliate audit requirement relating to Advanta’s business or Subcontractor), records and information available necessary due to ABM Advanta’s noncompliance with any Advanta Regulatory Requirement 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. ABM/IBM Proprietary Informationaudit requirement imposed on Advanta.

Operational Audits. During the Audit Period, Supplier shall, and (upon ABM’s reasonable request) shall cause its Subcontractors to, provide to ABM (and internal and external auditors, inspectors, regulators and other representatives that ABM may designate from time to time, including customers, vendors, licensees and other third parties to the extent ABM or the Eligible Recipients are legally or contractually obligated to submit to audits by such entities) access at reasonable hours to Supplier Personnel, to the facilities at or from which Services are then being provided and to Contract Records and other pertinent information, all to the extent relevant to performance of 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 ABM Data, in accordance with the terms of this Agreement, (ii) examine the systems that process, store, support and transmit that data, (iii) examine the controls (e.g., 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, in accordance with the terms of this Agreement; (v) verify Supplier’s reported performance against the applicable Service Levels; (vi) examine the accuracy of Supplier’s measurement, monitoring and management tools; and (vii) enable ABM and the Eligible Recipients to meet applicable legal and regulatory and contractual requirements (including those associated with the XxxxxxxxSxxxxxxx-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 to the extent applicable to the Services performed by Supplier and/or the variable charges for such services. Supplier shall (i) provide any assistance reasonably requested by ABM or its designee in conducting any such audit, including installing and operating audit software during the Term and any Termination Assistance Services period, (ii) make requested personnel (to the extent still employed by Supplier or its applicable Affiliate or Subcontractor), records and information available to ABM 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. ABM/IBM Proprietary Information.

Operational Audits. During the Audit PeriodPeriod (as defined in Section 9.10(a)), Supplier shall, and (upon ABM’s reasonable request) and, unless expressly approved otherwise by Triad under Section 9.12, shall cause its Subcontractors to, provide to ABM Triad (and internal and external auditors, inspectors, regulators and other representatives that ABM 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 ABM 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 to Supplier Personnel, to the facilities Supplier Facilities at or from which Services are then being provided and to Contract Records Supplier records and other pertinent information, all to the extent relevant to performance of 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 ABM Triad Data, in accordance with the terms of this Agreement, (ii) examine the systems that process, store, support and transmit that datadata (including system capacity, performance, and utilization), (iii) examine the internal controls (e.g., 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, in accordance with the terms of this Agreement; (v) verify Supplier’s reported performance against the applicable Service Levels; (vi) examine the accuracy of Supplier’s measurement, monitoring and management tools; and (vii) enable ABM and the Eligible Recipients to meet applicable legal and 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 to the extent applicable to the Services performed by Supplier and/or the variable charges for such services[**]. Supplier shall (iA) provide any assistance reasonably requested by ABM Triad or its designee in conducting any such audit, including installing and operating audit software during the Term and any Termination Assistance Services period, (ii) make requested personnel (to the extent still employed by such audit software is not likely to adversely impact Supplier or its applicable Affiliate or Subcontractorthe performance of the Services), (B) make requested personnel, records and information available to ABM 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. ABM/IBM Proprietary Information[**].