Common use of Operational Audits Clause in Contracts

Operational Audits. Upon reasonable advance notice (which shall be no longer than 48 hours), during the Audit Period, Supplier shall provide to Customer (and internal and external auditors, inspectors, regulators and other representatives authorized by Customer that Customer may designate from time to time (collectively, “Customer Auditors”), access at reasonable business NCR and Jabil Confidential 45330990v.3 00016226.0 hours and at Customer’s expense, to Supplier Personnel, to the facilities at or from which Services are then being provided and to [*****], all to the extent relevant to the Services and Supplier’s obligations under this Agreement. Such access shall not be withheld for audits concerning Customer’s adherence to regulatory requirements and Supplier’s adherence to Legal Requirements. Such access shall be provided for the purpose of performing audits and inspections to (i) verify the integrity of Customer Data, (ii) examine the systems that process, store, support and transmit that data (including system capacity, performance and utilization), (iii) examine the [*****] 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 Customer to meet applicable legal, regulatory and contractual requirements. Supplier shall (1) provide any assistance reasonably requested by Customer Auditors in conducting any such audit, including installing and operating audit software, (2) make requested personnel, records and information available to Customer 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 material breach of this Agreement then, without limiting Customer’s other remedies under this Agreement Supplier shall promptly reimburse Customer for the actual cost of the auditor, including auditor’s fees. During the Audit Period, Supplier shall [*****]; provide to Customer Auditors access at reasonable hours to Supplier Personnel and to Contract Records [*****] to the extent relevant to the performance of Supplier’s obligations under this Agreement to (i) verify the accuracy and completeness of Contract Records, (ii) [*****]. If any such audit reveals an overcharge by Supplier, and Supplier does not successfully dispute the amount questioned by such audit, Supplier shall promptly pay to Customer the amount of such overcharge, [*****].

Operational Audits. Upon reasonable advance notice (which shall be and no longer than 48 hours), during the Audit Period, Supplier shall will provide to Customer NCR (and internal and external auditors, inspectors, regulators and other representatives authorized by Customer NCR that Customer NCR may designate from time to time (collectively, “Customer NCR Auditors”), access at reasonable business NCR and Jabil Confidential 45330990v.3 00016226.0 hours and at CustomerNCR’s expense, 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 may not be withheld for audits concerning CustomerNCR’s adherence to compliance with regulatory requirements and Supplier’s adherence to compliance with Legal Requirements. Such access shall be provided is for the purpose of performing audits and inspections to (ia) verify the integrity of Customer NCR Data, (iib) examine the systems that process, store, support and transmit that data (including system capacity, performance and utilization), (iiic) 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 recovery, business continuity and back-up practices and procedures, (ivd) examine Supplier’s performance of the Services, (v) verify Supplier’s reported performance against the applicable Service Levels, (vie) examine Supplier’s measurement, monitoring and management tools and (viif) enable Customer NCR to meet applicable legal, regulatory and contractual requirements. Supplier shall will (1) provide any assistance reasonably requested by Customer NCR Auditors in conducting any such audit, including installing and operating audit software, (2) make requested personnel, records records, and information available to Customer NCR 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 material breach of this Agreement Agreement, then, without limiting CustomerNCR’s other remedies under this Agreement Agreement, Supplier shall will promptly reimburse Customer NCR for the actual cost of the auditor, including auditor’s fees. During the Audit Period, Supplier shall [*****]will (at all times subject to confidentiality requirements between Supplier and its vendors), pass through to NCR the same prices invoiced to Supplier by such vendors; provide to Customer Auditors NCR auditors access at reasonable hours to Supplier Personnel and to Contract Records [*****] and other pertinent information to conduct financial audits to the extent relevant to the performance of Supplier’s obligations under this Agreement to (i) verify the accuracy and completeness of Contract Records, and (ii) [*****]verify the accuracy and completeness of Charges and Out-of-Pocket Expenses. If any such audit reveals an overcharge by Supplier, and Supplier does not successfully dispute the amount questioned by such audit, Supplier shall will promptly pay to Customer NCR the amount of such overcharge, [*****]and Supplier shall promptly reimburse NCR for the actual cost of such audit (including auditors’ fees).

Operational Audits. Upon reasonable advance notice (which shall be no longer than 48 hours), during the Audit Period, Supplier shall provide to Customer (the auditors designated by Advanta in writing, including Governmental Authorities, third-party auditors and Advanta’s internal and external auditorsaudit staff, inspectors, regulators and other representatives authorized by Customer that Customer may designate from time to time (collectively, “Customer Auditors”), with access at reasonable business NCR and Jabil Confidential 45330990v.3 00016226.0 hours and all times to any facility at Customer’s expensewhich the Services are being performed, to Supplier Personneland Supplier Agent personnel, and to the facilities at or from which Services are then being provided data and to [*****], all records maintained by Supplier with respect to the extent relevant to the Services and Supplier’s obligations under this Agreement. Such access shall not be withheld for audits concerning Customer’s adherence to regulatory requirements and Supplier’s adherence to Legal Requirements. Such access shall be provided Services: (a) for the purpose of performing audits and inspections 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 Customer Datapersonal information, (ii) examine examining the systems that process, store, support support, and transmit such data, confirming the security of such personal information, and verifying Supplier’s compliance with the data protection requirements and other data security requirements; (c) 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 data the Services are being provided efficiently and in accordance with this Agreement, including the Service Levels; and (including 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 capacitymodification controls, performance processing controls, system design controls, and utilization), access controls) and security practices and procedures; (iii) examine the [*****] and the security, adequacy of disaster recovery and back-up practices procedures; and procedures, (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 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 Levelse.g., (vi) examine Supplier’s measurementSarbanes Oxley Requirements), monitoring Supplier shall, and management tools and (vii) enable Customer shall cause Supplier Agents to, promptly take actions to meet applicable legal, regulatory and contractual requirementscomply with such Regulatory Requirement or audit requirement. Supplier shall (1) provide any assistance reasonably requested by Customer Auditors 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, (2) make requested personnel, records and information available requirement relating to Customer Auditors and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner Supplier’s business or 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 material breach of this Agreement then, without limiting Customer’s other remedies under this Agreement extent the expense is not payable by Supplier shall promptly reimburse Customer for the actual cost of the auditor, including auditor’s fees. During the Audit Period, Supplier shall [*****]; provide to Customer Auditors access at reasonable hours to Supplier Personnel and to Contract Records [*****] pursuant to the extent relevant to preceding sentence, Advanta shall bear the performance expense of Supplier’s obligations under this Agreement to (i) verify the accuracy and completeness of Contract Records, (ii) [*****]. If any such compliance that is required by any Advanta Regulatory Requirement or audit reveals an overcharge by Supplier, and Supplier does not successfully dispute the amount questioned by such audit, Supplier shall promptly pay requirement relating to Customer the amount of such overcharge, [*****]Advanta’s business or necessary due to Advanta’s noncompliance with any Advanta Regulatory Requirement or audit requirement imposed on Advanta.

Operational Audits. Upon reasonable advance notice (which shall be no longer than 48 hours), during During the Audit PeriodPeriod 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 shall 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 Customer Kraft (and internal and external auditors, inspectors, regulators and other representatives authorized by Customer that Customer Kraft may designate from time to time (collectivelytime, “Customer Auditors”)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 business NCR hours, and Jabil Confidential 45330990v.3 00016226.0 hours and at Customer’s expensefollowing reasonable notice 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 not be withheld for audits concerning Customer’s adherence to regulatory requirements and Supplier’s adherence to Legal Requirements. Such access shall be provided for the purpose of performing audits and inspections inspections, to (i) verify the integrity of Customer Kraft Data, ; (ii) examine the systems that process, store, support and transmit that data (including system capacity, performance and utilization), 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 tools; and (vii) enable Customer Kraft and the Eligible Recipients to meet applicable legal, regulatory and contractual requirementsrequirements (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 (1i) provide any assistance reasonably requested by Customer Auditors Kraft or its designee in conducting any such audit, including installing and operating audit software, ; (2ii) make requested personnel, records and information available to Customer Auditors Kraft or its designee; and (3iii) 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 material breach of this Agreement thenby Supplier that is material relative to the scope of the audit, without limiting Customer’s other remedies under this Agreement Supplier shall promptly reimburse Customer Kraft for the actual cost of the auditor, including auditor’s fees. During the Audit Period, Supplier shall [*****]; provide to Customer Auditors access at reasonable hours to Supplier Personnel and to Contract Records [*****] to the extent relevant to the performance of Supplier’s obligations under this Agreement to (i) verify the accuracy and completeness of Contract Records, (ii) [*****]. If any such audit reveals an overcharge and any damages, fees, fines, or penalties assessed against or incurred by Supplier, and Supplier does not successfully dispute the amount questioned by such audit, Supplier shall promptly pay to Customer the amount of such overcharge, [*****]Kraft as a result thereof.

Operational Audits. Upon reasonable advance notice (which shall be no longer than 48 hours), during During the Audit PeriodPeriod 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 shall 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 Customer Kraft (and internal and external auditors, inspectors, regulators and other representatives authorized by Customer that Customer Kraft may designate from time to time (collectivelytime, “Customer Auditors”)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 business NCR hours, and Jabil Confidential 45330990v.3 00016226.0 hours and at Customer’s expensefollowing 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 not be withheld for audits concerning Customer’s adherence to regulatory requirements and Supplier’s adherence to Legal Requirements. Such access shall be provided for the purpose of performing audits and inspections inspections, to (i) verify the integrity of Customer Kraft Data, ; (ii) examine the systems that process, store, support and transmit that data (including system capacity, performance and utilization), 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 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 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 tools; and (vii) enable Customer Kraft and the Eligible Recipients to meet applicable legal, regulatory and contractual requirementsrequirements (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 (1i) provide any assistance reasonably requested by Customer Auditors Kraft or its designee in conducting any such audit, including installing and operating audit software, ; (2ii) make requested personnel, records and information available to Customer Auditors Kraft or its designee; and (3iii) 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 material breach of this Agreement thenby Supplier that is material relative to the scope of the audit, without limiting Customer’s other remedies under this Agreement Supplier shall promptly reimburse Customer Kraft for the actual cost of the auditor, including auditor’s fees. During the Audit Period, Supplier shall [*****]; provide to Customer Auditors access at reasonable hours to Supplier Personnel and to Contract Records [*****] to the extent relevant to the performance of Supplier’s obligations under this Agreement to (i) verify the accuracy and completeness of Contract Records, (ii) [*****]. If any such audit reveals an overcharge and any damages, fees, fines, or penalties assessed against or incurred by Supplier, and Supplier does not successfully dispute the amount questioned by such audit, Supplier shall promptly pay to Customer the amount of such overcharge, [*****]Kraft as a result thereof.

Operational Audits. Upon reasonable advance notice (which shall be no longer than 48 hours), during During the Audit PeriodPeriod 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 shall 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 Customer Kraft (and internal and external auditors, inspectors, regulators and other representatives authorized by Customer that Customer Kraft may designate from time to time (collectivelytime, “Customer Auditors”)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 business NCR hours, and Jabil Confidential 45330990v.3 00016226.0 hours and at Customer’s expensefollowing 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 not be withheld for audits concerning Customer’s adherence to regulatory requirements and Supplier’s adherence to Legal Requirements. Such access shall be provided for the purpose of performing audits and inspections inspections, to (i) verify the integrity of Customer Kraft Data, ; (ii) examine the systems that process, store, support and transmit that data (including system capacity, performance and utilization), 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 tools; and (vii) enable Customer Kraft and the Eligible Recipients to meet applicable legal, regulatory and contractual requirementsrequirements (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 (1i) provide any assistance reasonably requested by Customer Auditors Kraft or its designee in conducting any such audit, including installing and operating audit software, ; (2ii) make requested personnel, records and information available to Customer Auditors Kraft or its designee; and (3iii) 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 material breach of this Agreement thenby Supplier that is material relative to the scope of the audit, without limiting Customer’s other remedies under this Agreement Supplier shall promptly reimburse Customer Kraft for the actual cost of the auditor, including auditor’s fees. During the Audit Period, Supplier shall [*****]; provide to Customer Auditors access at reasonable hours to Supplier Personnel and to Contract Records [*****] to the extent relevant to the performance of Supplier’s obligations under this Agreement to (i) verify the accuracy and completeness of Contract Records, (ii) [*****]. If any such audit reveals an overcharge and any damages, fees, fines, or penalties assessed against or incurred by Supplier, and Supplier does not successfully dispute the amount questioned by such audit, Supplier shall promptly pay to Customer the amount of such overcharge, [*****]Kraft as a result thereof.