Common use of Record Keeping and Audit Clause in Contracts

Record Keeping and Audit. ‌ 20.1 The Consultancy Company shall maintain appropriate financial and operational records and other documentation relating to this Agreement and the provision of Services for the duration of the Agreement and for a period of 2 (two) years thereafter (or other such longer period required by Applicable Law). 20.2 The Consultancy Company hereby grants to NB, its auditors and/or authorised agents and any Regulatory Body (together, the "NB Auditors"), such rights of access to the premises, resources and personnel used by the Consultancy Company or any of its sub-contractors in connection with the provision of the Services as are necessary for the purpose of performing an audit for the purposes set out in Clause 20.3. Except where NB has reasonable grounds for believing a breach of this Agreement or any fraudulent activity has occurred or a Regulatory Body requires or requests an audit to be undertaken, NB shall undertake no more than 1 (one) audit per year during the Term of this Agreement and for a period of 2 (two) years thereafter. 20.3 The purposes for which any audit under Clause 20.2 may be carried out shall include: 20.3.1 verification that the Services are being provided in accordance with the terms of this Agreement; 20.3.2 verification that the Consultancy Company is processing personal data in accordance with its applicable obligations under the applicable Data Protection Legislation; 20.3.3 verification of the accuracy of the Fees and any other amounts agreed as payable by NB to the Consultancy Company under this Agreement; 20.3.4 verification of compliance by the Consultancy Company (and its sub-contractors) with its obligations under this Agreement; 20.3.5 to comply with any regulatory requirements or Applicable Law or with any request of a Regulatory Body; 20.3.6 the conduct of internal and statutory audits of NB (including preparing annual and interim reports and any other reports reasonably required by any internal auditor or external auditor); and 20.3.7 identification of suspected fraud, regulatory breach, material accounting mistakes or suspected criminal activity by the Consultancy Company or any of the Consultancy Company Personnel.

Record Keeping and Audit. ‌ 20.1 9.1 The Consultancy Company Redistributor shall maintain appropriate financial keep complete, accurate and operational up-to-date records and other documentation relating to the Use and Redistribution of Market Data (including any records specified in any Market Data Policies) sufficient to demonstrate compliance with this Agreement in its entirety and to identify all sums payable to NSE in accordance with this Agreement. 9.2 If the Redistributor does not comply with clause 9.1 in respect of any period, NSE shall be entitled to make a reasonable assessment of the Redistributor’s Use and Redistribution of Market Data during that period based on the Use and Redistribution that would have been technically possible during that period, and the provision Redistributor shall pay such fees as is liable to the NSE. 9.3 All records required to be maintained to establish compliance by the Redistributor with the terms of Services for the duration of the this Agreement and shall be maintained for a period minimum of 2 (two) five years thereafter from the date on which they are required to be created (or other for such longer period as may be required by Applicable Law)applicable law) and shall be made available to NSE upon reasonable written request in accordance with this clause 9. 20.2 The Consultancy Company hereby grants to NB9.4 NSE and each NSE Group Company, its auditors and/or authorised agents their respective regulators and any Regulatory Body (together, the "NB Auditors"), such rights auditors acting on behalf of access to the premises, resources and personnel used by the Consultancy Company or together with NSE or any of its sub-contractors in connection with NSE Group Company shall have the provision of the Services as are necessary for the purpose of performing an audit for the purposes set out in Clause 20.3. Except where NB has reasonable grounds for believing a breach of this Agreement or any fraudulent activity has occurred or a Regulatory Body requires or requests an audit to be undertakenright, NB shall undertake no more than 1 (one) audit per year during the Term term of this Agreement and for a period of 2 two years after the termination or expiry of this Agreement (two) years thereafterfor any reason), to visit the premises of the Redistributor, End Users, Affiliates, Service Facilitators, Contractors and Agents, to verify whether the Redistributor is complying with the Agreement and the Redistributor shall give NSE access to inspect its computer systems, controls, books and records, insofar as they relate to the receipt, Use or Redistribution of any Market Data and any sums payable to NSE under this Agreement. NSE shall, in advance of the audit, notify the Redistributor which auditor or auditors will conduct the audit. 20.3 The purposes for which any 9.5 Subject to clause 9.6: (a) NSE must give at least thirty (30) days’ prior written notice of an audit under Clause 20.2 clause 9.4; (b) NSE may not carry out an audit under clause 9.4 more than once in any calendar year; and (c) audits under clause 9.4 shall be carried out within six (6) weeks of NSE giving written notice of an audit under this Agreement, during normal business hours, and NSE shall include: 20.3.1 verification comply with the reasonable security, health and safety requirements of the Redistributor, Affiliate, Service Facilitator or Contractor or Agent (as applicable) when carrying out each audit, provided that those requirements are notified to NSE in writing in advance of the audit, and provided that the Services are being provided security, confidentiality and health and safety requirements shall not be contrary to the terms of this Agreement or be such that prevent the NSE from properly and effectively carrying out the audit in accordance line with the terms of this Agreement; 20.3.2 verification that Agreement or the Consultancy Company is processing personal data in accordance with its applicable obligations under the applicable Data Protection Legislation; 20.3.3 verification intent of the accuracy audit rights of the Fees NSE. 9.6 The restrictions in clauses 9.5(a) and any other amounts agreed as payable by NB 9.5(b) do not apply in cases where NSE knows of or has reasonable grounds to the Consultancy Company under suspect a breach of this Agreement; 20.3.4 verification of compliance Agreement by the Consultancy Company (and its sub-contractors) with its obligations under this Agreement; 20.3.5 to comply with any regulatory requirements Redistributor or Applicable Law or with any request of a Regulatory Body; 20.3.6 the conduct of internal and statutory audits of NB (including preparing annual and interim reports and any other reports reasonably required by any internal auditor or external auditor); and 20.3.7 identification of suspected fraud, regulatory breach, material accounting mistakes or suspected criminal activity by the Consultancy Company or any of the Consultancy Company Personnel.any

Record Keeping and Audit. ‌ 20.1 26.1 The Consultancy Company shall Recipient must keep and maintain appropriate full, accurate and up to date records, including financial records, in relation to the provision of Activities, the Co-Funding and operational records all money paid and other documentation relating payable by ACC under or in relation to this Agreement and sufficient to enable ACC to: (a) meet its obligations under the provision of Services for the duration of the Agreement and for a period of 2 Public Finance Act 1989; (twob) years thereafter (or other such longer period required by Applicable Law). 20.2 The Consultancy Company hereby grants to NB, its auditors and/or authorised agents and any Regulatory Body (together, the "NB Auditors"), such rights of access to the premises, resources and personnel used by the Consultancy Company or any of its sub-contractors in connection with the provision of the Services as are necessary for the purpose of performing carry out an audit for the purposes set specified in clause 26.2; and (c) carry out a review or evaluation in Clause 20.3. Except accordance with clause 17 (Evaluation). 26.2 At any time during the Term, or after the End Date where NB the Parties are in dispute, any Personnel or authorised agent of ACC may conduct an audit for the purpose of: (a) determining the Recipient’s level of compliance with this Agreement (including whether there has reasonable grounds for believing been a breach of this Agreement Agreement); (b) determining whether Activities and Milestones invoiced for by the Recipient have been performed according to this Agreement; or (c) assisting in resolving a matter in Dispute between the Parties. 26.3 During an audit conducted under this clause 26, ACC may: (a) enter any premises of the Recipient or its subcontractors used in connection with provision of the Activities at any reasonable time during usual business hours; (b) inspect any records held under clause 26.1 in relation to the provision of Activities or any fraudulent activity has occurred matter in dispute between the Parties; and (c) meet with and/or contact and speak to any or a Regulatory Body requires or requests all Personnel involved with provision of the Activities, provided that this obligation shall be subject to such Personnel being employed by the Recipient at the time of the audit. 26.4 The Recipient will, at its expense, provide appropriately qualified staff to assist ACC to conduct the audit under this clause 26. ACC will pay all other reasonable costs incurred by the Recipient that are directly associated with the audit. 26.5 At least five Business Days prior to commencing an audit, ACC will notify the Recipient in writing of its intention to conduct an audit to be undertaken, NB shall undertake no more than 1 (one) audit per year during and of the Term intended scope and timing of this Agreement and for a period of 2 (two) years thereafterthe audit. 20.3 The purposes for which 26.6 Where an audit conducted under this clause 26 identifies any audit under Clause 20.2 may be carried out shall include: 20.3.1 verification that the Services are being provided in accordance serious concern or material non-compliance with the terms of this Agreement;, ACC may require an additional audit or audits or other reasonable inquiries to be carried out at the Recipient’s expense (such expenses including ACC Personnel costs at external charge-out rates). 20.3.2 verification that 26.7 ACC will advise the Consultancy Company is processing personal data Recipient in accordance with its applicable obligations under the applicable Data Protection Legislation; 20.3.3 verification writing of the accuracy scope and timing of any additional audit or inquiries required. 26.8 ACC will promptly notify the Recipient of the Fees and results of any other amounts agreed as payable by NB to the Consultancy Company audit conducted under this Agreement; 20.3.4 verification of compliance by clause 26. Where any deficiencies are identified in such an audit, the Consultancy Company (and its sub-contractors) with its obligations under this Agreement; 20.3.5 Recipient will promptly take steps to comply with any regulatory requirements or Applicable Law or with any request of a Regulatory Body; 20.3.6 remedy the conduct of internal and statutory audits of NB (including preparing annual and interim reports and any other reports reasonably required by any internal auditor or external auditor); and 20.3.7 identification of suspected fraud, regulatory breach, material accounting mistakes or suspected criminal activity by the Consultancy Company or any of the Consultancy Company Personneldeficiencies.