Record Keeping; Audit Clause Samples

Record Keeping; Audit. A. The Grantee shall maintain books, records and documents directly pertinent to performance under this Agreement in accordance with United States generally accepted accounting principles (US GAAP) consistently applied. The Department, the State, or their authorized representatives shall have access to such records for audit purposes during the term of this Agreement and for five (5) years following the completion date or termination of the Agreement. In the event any work is subcontracted, the Grantee shall similarly require each subcontractor to maintain and allow access to such records for audit purposes. B. The Grantee understands its duty, pursuant to Section 20.055(5), F.S., to cooperate with the Department’s Inspector General in any investigation, audit, inspection, review, or hearing. The Grantee will comply with this duty and ensure that its subcontracts issued under this Grant, if any, impose this requirement, in writing, on its subcontractors.

Record Keeping; Audit. Contractor shall maintain accurate records of its operations in sufficient detail to allow for accurate determinations of all matters that require periodic determination under this Agreement. These records shall cover (i) personnel, (ii) equipment, (iii) collection operations, (iv) customer service (name, address, service level and changes, special collection details, etc.), (v) recycling operations, (vi) financial transactions, (vii) ▇▇▇▇▇▇▇▇ by Contractor for services provided and other matters, in such detail and format necessary to compile the reports required by this Agreement, including those identified in Attachment K-1. City may review and make copies (at Contractor’s expense), of all of Contractor’s operational and business records related to this Agreement, including those described in this section. City may, at any reasonable time during the Term and for three (3) years thereafter, audit Contractor’s records pertaining to matters covered by this Agreement. Contractor shall maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. Contractor shall maintain record security sufficient to preserve records from destruction or damage from reasonably foreseeable events including fire, earthquake and theft. Data maintained in an electronic medium shall be protected, and backed up, with a copy stored at a separate site from the original data. Contractor may utilize a record storage service to store at a secure off-site location those records to which immediate access is not needed, so long as those records can reliably be retrieved within 24 hours after a request by Contractor or City.

Record Keeping; Audit. We reserve the right to keep all records of any and all communications between you and other Members for administration purposes.

Record Keeping; Audit. At any time during the Term, Licensor may cause an auditor to, conduct, at Licensor’s expense and upon reasonable advance notice, audits of the relevant books, records, and other documents of Licensee in order to verify and determine whether Licensee is in compliance with all of its restrictions, duties and obligations under this Agreement, including compliance with the scope and restrictions of any license or sublicense granted herein and any payment obligations. Licensee shall provide, at its expense, reasonable assistance necessary to enable the auditor to conduct each such audit. If Licensee is found not to be in compliance with this Agreement in any material respect, then Licensee will pay all costs and expenses incurred by Licensor, and will defend, indemnify and reimburse Licensor for any damages, costs or expenses based on or related to claims by third parties, including, without limitation, by Butamax, associated with such audit (including the fees and expenses of the auditor). Without limiting the generality of the foregoing, Licensor acknowledges and agrees to the following: (a) For five (5) years following the end of the calendar year to which they pertain (whether during or after the term of this Agreement) (except that such period shall be limited to three (3) years with respect to [***]), Licensee shall: (i) keep full, true, and accurate books, records, Biocatalyst vial lot samples, and supporting data containing all particulars that may be necessary for purposes of verifying (A) the amount of royalties payable to Licensor and the Butamax Solids Separation Technology Fee payable to Licensor, (B) (1) that Licensee does not use [***] or modified variants of such enzymes covered by a claim of a Butamax Patent, or Butamax’s Biocatalysts (as identified by genetic markers), and (2) that Licensee does not use Butamax Separation Technology covered by a claim of a Butamax Patent (other than Gevo Separation Technology) or Butamax Solids Separation Technology, and (C) compliance with field restrictions and other obligations under this Agreement by Licensee, and (ii) make such books, records, [***], and supporting data available at all reasonable times during normal business hours upon reasonable advance notice and without disruption of plant operations (except to the extent necessary for testing purposes required under this Section 15.5, for audit by independent auditors of Licensor or its licensors. In addition, with respect to any audit for purposes ...

Record Keeping; Audit. 6.1. Licensee shall keep, and shall require its Affiliates and Sublicensees to keep, accurate records (together with supporting documentation) of Licensed Products sold under this Agreement, appropriate to determine the amount of royalties due to the TLO hereunder. Such records shall be retained for at least [*****] following the end of the reporting period to which they relate. 6.2. The TLO may designate an independent third party certified public accountant, reasonably acceptable to Licensee, to inspect Licensee’s, books and records for the sole purpose of verifying royalties and milestone payments payable under this Agreement. Any such inspection shall be conducted with no less than sixty (60) days’ prior written notice to Licensee, at Licensee’s principal office during regular business hours, and in a manner that will not materially disrupted Licensee’s business. Such inspections shall be limited to once in any consecutive [*****] period during the Royalty Term and for [*****] thereafter. Licensee may require that the accountant sign its form nondisclosure agreement prior to performing any such inspection. The books and records inspected by the accountant shall be kept strictly confidential except that the accountant may disclose only a report of its findings to the TLO with a copy to Licensee. The report shall be deemed Licensee’s Confidential Information hereunder. If any review reveals a deficiency in the calculation and/or payment of royalties owed under this Agreement, then (i) [*****], and (ii) if such underpayment is by [*****] or more, Licensee shall reimburse the TLO for the accountant’s fees.

Record Keeping; Audit. Licensor shall keep and maintain books and records with respect to Gross and Net Charging Revenues (the “Payment Records”). Licensee shall have the right to virtually audit such Payment Records once per year with respect to Charging Platforms installed on Properties owned or managed by Licensee. Such audit shall occur during Licensor’s regular business hours, conducted so as to not unduly interfere with Licensor’s normal business, and on reasonable prior written notice of at least thirty (30) days. The audit may be conducted by a reputable third party certified public accountant that has experience reviewing financial operating records. The audit must be delivered concurrently to Licensor and Licensee. To the extent that the audit results are not disputed, Licensor shall reimburse Licensee for any overcharge revealed by the audit, and Licensee shall pay Licensor any undercharge revealed by the audit. The audit shall be performed at Licensee’s sole cost and expense, unless after resolution of all disputes it is determined that Licensee’s Net Charging Revenues were underpaid to Licensee by more than 10% over the period covered by the audit, in which case Licensor shall pay all costs and expenses relating to the audit (in addition to any underpayment).

Record Keeping; Audit. 8.1. Licensee agrees to keep, and will ensure that each of its Affiliates and sub-licensees keeps, accurate and correct records of Licensed Products Developed, Manufactured and Commercialized under this Agreement appropriate to determine the amount of royalties due to Licensor. These records shall be retained for at least five (5) years following a given reporting period. 8.2. Records shall be made available by Licensee, its Affiliates and sub-licensees during normal business hours for inspection, by an accountant or other designated auditor selected by Licensor for the sole purpose of verifying reports, milestones achievements and royalty payments hereunder. The accountant or auditor shall only disclose to Licensor information relating to the accuracy of reports, milestones achievements and royalty payments made under this Agreement or under the agreement concluded between Licensee and its Affiliates or sub-licensees for the purpose of the Development, Manufacture or Commercialization of the Licensed Product. 8.3. Subject to Section 8.1 and 8.2, Licensor can demand at any time to access the elements of the special accounting allowing the evaluation of the commercial transactions made under the present Agreement. 8.4. Audit shall be made at the expense of Licensor, except when an inspection shows an underreporting or underpayment in excess of three percent (3%) for any twelve (12) month period. In such case, Licensee shall reimburse Licensor for the cost of the audit at the time Licensee pays the unreported milestones or the unreported royalties, including any additional payment and interest as required by Section 5.7. 8.5. All payments required under this ARTICLE 8 shall be due within forty five (45) days of the date Licensor provides Licensee notice of the payment due.

Record Keeping; Audit. ▇▇▇▇▇ shall keep and maintain for [***] complete and accurate records (which may include employee timesheets and other records which would enable a party to verify allocation of employees’ time to Development of Licensed Product) of Development Costs incurred by ▇▇▇▇▇ with respect to Development of the Licensed Product in sufficient detail to allow Takeda to confirm that such Development Costs were incurred in compliance with the approved Development Plan and Budget, or the Development Plan and budget referred to in Section 4.4(d), if applicable. Takeda shall have the right for a period of [***] after such Development Costs are incurred to appoint at its expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇ to audit the relevant records of ▇▇▇▇▇ to verify that the amount of such Development Costs was correctly determined. ▇▇▇▇▇ shall make its records available for audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon [***] written notice from Takeda. Such audit right shall not be exercised by Takeda more than once in any calendar year and the records of Development Costs for a twelve (12) month period may not be audited more than once. All records made available for audit shall be deemed to be Confidential Information of ▇▇▇▇▇. The results of each audit, if any, shall be binding on both parties absent manifest error. Takeda shall bear the full cost of such audit.

Record Keeping; Audit. Subscriber shall at all times during the Term of any Service and for not less than a period of twenty-four (24) months thereafter, maintain complete and accurate records (including applicable data in electronic format) with respect to payment of fees, and access to and usage of such Service for the most recent thirty-six (36) months. During the Term of any Service and for a twenty- four (24) month period thereafter, the applicable Provider shall have the right, during normal business hours and upon reasonable notice to Subscriber, to (a) audit and review relevant portions of those records; and (b) audit the manner of access to and usage of such Service, in each case to confirm that fees and charges have been accurately determined and that restrictions on use and access have been observed. Subscriber agrees and acknowledges that to the extent Subscriber is accessing or using any portion of any Service provided by a Third-party Provider, such Third-party Provider may require Subscriber to comply with additional record keeping and audit requirements. Subscriber shall, where applicable, and as required to receive certain portions of the Services, comply with such additional record keeping and audit requirements, which are referred to in the applicable Product Activation Form or Annex and constitute an integral part of the applicable Agreement. To the extent required by a Third-party Provider, such Third- party Provider shall have the right, during the Term of a Service and following termination or expiration of the applicable Agreement, during normal business hours and upon reasonable notice to Subscriber, to (a) audit and review relevant portions of those records; and (b) audit the manner of access to and usage of such Service under such Agreement, in each case to confirm that fees and charges have been accurately determined and that restrictions on use and access have been observed. The applicable Provider’s or Third-party Provider’s failure to conduct an audit pursuant to this Section 10 shall not relieve Subscriber from its responsibilities to comply fully with the terms and conditions of the applicable Agreement. Subscriber agrees to permit the applicable Provider or its representatives and the Third-party Providers or their representatives to periodically inspect, at Subscriber’s sites, and during reasonable hours and at reasonable intervals, the network on or by which any portion of the Services are accessed for purposes of evaluating compliance with th...