Common use of RECORDS AND AUDIT ACCESS Clause in Contracts

RECORDS AND AUDIT ACCESS. The Provider shall make and maintain full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Customers and the amounts paid by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of twelve (12) Months following the date on which the Provider ceases to provide Services under any Call-Off Contract. the Provider shall keep and provide such records and accounts (together with copies of the Provider's published accounts) during the Term and for a period of six (6) years after expiry of the Term to the Authority (or relevant Customer) and the Auditor. The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Provider accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. Subject to the Provider's rights of confidentiality, the Provider shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including: - all information requested by the Auditor within the scope of the Audit; reasonable access to sites controlled by the Provider and to equipment used in the provision of the Services; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19., unless the Audit reveals a Material Default by the Provider in which case the Provider shall reimburse the Authority for reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. The Provider Supplier shall make keep and maintain for the time period after the date of termination or expiry (whichever is the earlier) of the Contract as specified in paragraph 1.2 of the Order Form (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement the Contract including the Services provided supplied under it, the Call-Off Contracts entered into with Customers and the amounts paid by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of twelve (12) Months following the date on which the Provider ceases to provide Services under any Call-Off ContractContracting Body. the Provider The Supplier shall keep the records and accounts referred to in clause 26.1 above in accordance with Good Industry Practice and generally accepted accounting principles. The Supplier shall on request afford the Contracting Body, the Contracting Body's representatives and/or the Auditor access to such records and accounts as may be required by the Contracting Body from time to time. The Supplier shall provide such records and accounts (together with copies of the Provider's Supplier’s published accounts) during the Term Contract Period and for a the period specified in paragraph 12 of six (6) years the Order Form after the date of termination or expiry of the Term Contract to the Authority (or relevant Customer) Contracting Body and the Auditor. The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. The Authority Contracting Body shall use reasonable endeavours to ensure that the conduct of each Audit audit does not unreasonably disrupt the Provider Supplier or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Provider Supplier accepts and acknowledges that control over the conduct of Audits audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable noticeContracting Body. Subject to the ProviderContracting Body's rights in respect of confidentialityConfidential Information, the Provider Supplier shall on demand provide the Auditor Auditors with all reasonable co-operation and assistance in relation to each Auditaudit, including: - all information requested by the Auditor Contracting Body within the scope of the Auditaudit; reasonable access to sites controlled by the Provider Supplier and to equipment Equipment used in the provision of the Services; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19.clause 266, unless the Audit audit reveals a Material material Default by the Provider Supplier in which case the Provider Supplier shall reimburse the Authority Contracting Body for the Contracting Body's reasonable costs incurred in relation to the Auditaudit.

RECORDS AND AUDIT ACCESS. The Service Provider shall make keep and maintain until six (6) years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including all documentation associated with the supply of the Services provided under it, the Call-Off Contracts entered into with Customers Contracting Bodies and the amounts paid by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of twelve (12) Months following the date each Contracting Body. Such records will include but not be limited to invitations to tender received from Contracting Bodies, Orders received from Contracting Bodies and invoices levied on which the Provider ceases those Contracting Bodies for work undertaken in response to provide Services under any Call-Off Contractthose Orders. the The Service Provider shall keep the records and accounts referred to in Clause 18.1 above in accordance with good accountancy practice. The Service Provider shall provide the Authority with a completed Self Audit Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Certificates shall be completed by the Service Provider’s auditor [or where Service Provider is an SME the Account Manager] and shall be provided to that Authority no later than two (2) Months after the end of each Contract Year. The Service Provider shall afford the Authority (or relevant Contracting Body), the Authority's representatives and/or the National Audit Office (“Auditors”) such access to such records and accounts at the Service Provider’s premises and/or provide copies of such records and accounts, as may be required by the Authority (or relevant Contracting Body) from time to time, in order that the Authority (or relevant Contracting Body) may carry out an inspection of those records or accounts.. Each such inspection of records and accounts shall be an Audit. For the avoidance of doubt, the purpose of an Audit is to establish that the Service Provider has fulfilled all its obligations under this Framework Agreement, including providing accurate Management Information and making correct payments of the Management Charge to the Authority. The Service Provider shall provide such records and accounts (together with copies of the Service Provider's ’s published accounts) on request during the Term and for a period of six (6) years after expiry of the Term to the Authority (or relevant CustomerContracting Body) and the Auditor. The Provider shall keep the records its internal and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakingsexternal auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Service Provider or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Service Provider accepts and acknowledges that control over the conduct of Audits carried out by the Auditor National Audit Office is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. Subject to the ProviderAuthority's rights of confidentiality, the Service Provider shall on demand provide the Auditor Auditors with all reasonable co-operation and assistance in relation to each Audit, including: - including:- all information requested by the Auditor within the scope of the Audit; reasonable access to sites controlled by the Service Provider and to equipment used in the provision of the Services; and access to the Staff. The Parties agree that they If an Audit reveals: an underpayment of an amount equal to or greater than one per cent of the Management Charge due; a Material Default; and/or a Consistent Failure; the Service Provider shall reimburse the Authority its reasonable costs incurred in relation to the Audit and in the case of 18.8.1 and 18.8.3, the Authority may, in its discretion, terminate this Agreement with immediate effect. In all other circumstances, each party shall bear their its own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19.18 CONTRACTING BODY SATISFACTION MONITORING The Authority may undertake (or procure the undertaking of) a Contracting Body satisfaction survey (“Contracting Body Satisfaction Survey”) the purpose of which shall include:- assessing the level of satisfaction among Contracting Bodies with the Services (including the way in which the Services are provided, unless performed and delivered) and, in particular, with the Audit reveals a Material Default quality, efficiency and effectiveness of the Services; monitoring the compliance by the Service Provider in which case with the Provider statements of work; such other assessment as it may deem appropriate for monitoring Contracting Body satisfaction. The Authority and any Other Contracting Body shall reimburse be entitled, but not obliged, to use the Authority for reasonable costs incurred results of the Contracting Body Satisfaction Survey to make decisions under or in relation to this Framework Agreement, the AuditCall-off Contracts and any other contract between the Contracting Body and the Service Provider.

RECORDS AND AUDIT ACCESS. 16.1 The Provider shall make keep and maintain until six (6) years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Customers the Authority and the amounts paid by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of twelve (12) Months following the date on which the Provider ceases to provide Services under any Call-Off Contract. the Authority. 16.2 The Provider shall keep the records and accounts referred to in Clause 16.1 above in accordance with Good Industry Practice. 16.3 The Provider shall to the extent legally permissible and/or to the extent that such access will not breach any undertaking of confidentiality to a third party afford the Authority and/or the Auditor on reasonable notice such access to such records and accounts as may be reasonably required from time to time (each an “Audit”). 16.4 The Provider shall on request provide such records and accounts (together with copies of the Provider's published accounts) during the Term and for a period of six (6) years after expiry of the Term to the Authority (or relevant Customer) and and/or the Auditor. The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. . 16.5 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider or delay the provision of the Services pursuant to the Call-Off Contracts, or any other services to the Provider’s clients in the ordinary course of its business save insofar as the Provider accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. . 16.6 Subject to the ProviderAuthority's rights of confidentiality, and the Provider’s duties of confidentiality to third parties, the Provider shall on demand reasonable notice and to the extent permitted by law provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including: - : 16.6.1 all information reasonably requested by the Auditor within the scope of the Audit; ; 16.6.2 reasonable access to sites controlled by the Provider (save where such access reasonably needs to be restricted to protect confidential information) and to equipment used in the provision of the Services; and and 16.6.3 reasonable access to the Staff. . 16.7 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19.16, unless the Audit reveals a Material Default by the Provider in which case the Provider shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. The Provider shall make and maintain keep full and accurate records and accounts in respect of the operation of this Framework Agreement including the Services provided work carried out under it, the each Call-Off Contracts entered into with Customers and Contract for at least six (6) years from the amounts paid by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry completion of the Framework Agreement; or the expiry of a period of twelve (12) Months following the date on which the Provider ceases to provide Services work under any that Call-Off Contract. the The Provider shall keep accurate records and accounts in relation to the work carried out under this Framework Agreement and all Call-Off contracts as are required by good accountancy practice. The Provider shall afford the Authority (or relevant Employer), the Authority's representatives and/or the National Audit Office ("Auditors") such access to such records and accounts as may be required by the Authority (or relevant Employer) from time to time. For the avoidance of doubt, any Other Employer (or its representative) may only access such records and accounts as relate to Call-Off Contracts to which it is a party. The Provider shall, on request, provide such records and accounts (together with copies of the Provider's ’s published accounts) during the Term and for a period of six (6) years after the completion of all work carried out by the Provider in respect of Call-Off Contracts entered into under this Framework Agreement or the expiry of the Term Term, whichever is the later, to the Authority (or relevant CustomerOther Employer) and the Auditor. The Provider shall keep the records its internal and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakingsexternal auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Provider accepts and acknowledges that control over the conduct of Audits carried out by the Auditor National Audit Office is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. Subject to the Provider's rights of Authority executing an appropriate undertaking concerning confidentiality, the Provider shall on demand provide the Auditor Auditors with all reasonable co-operation and assistance in relation to each Audit, including: - all information requested by the Auditor within the scope of the Audit; reasonable access to sites controlled by the Provider and to equipment used in the provision of the Services; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19.24, unless the Audit reveals a Material Default by the Provider in which case the Provider shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit. INFORMATION SECURITY The Provider shall comply with the guidance on information security contained in Annex A (Information Security), as amended or updated from time to time.

RECORDS AND AUDIT ACCESS. 29.1 The Training Provider shall make keep and maintain until 6 years after the date of termination or expiry (whichever is the earlier) of this Call off Contract full and accurate records and accounts of the its operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Customers and the amounts Charges or other sums paid by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of twelve (12) Months following the date on which the Provider ceases to provide Services under any Call-Off Contract. the Employer. 29.2 The Training Provider shall keep the records and accounts referred to in Clause 29.1 above in accordance with good accountancy practice. 29.3 The Training Provider shall afford the Employer or the Auditor (or both) such access to such records and accounts as may be required from time to time. 29.4 The Training Provider shall provide such records and accounts (together with copies of the Training Provider's ’s published accounts) during the Term and for a period of six (6) 6 years after the expiry of the Term to the Authority (or relevant Customer) Employer and the Auditor. . 29.5 The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. The Authority Employer shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Training Provider or delay the provision of the Services pursuant to the Call-Off Contractsthis Call off Contract, save insofar as the Training Provider accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. Employer. 29.6 Subject to the Provider's Employer’s rights of confidentiality, the Training Provider shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including: - ; 29.6.1 all information requested by the Auditor within the scope of the Audit; ; 29.6.2 reasonable access to sites controlled by the Training Provider and to equipment used in the provision of the Services; and and 29.6.3 access to the Staff. . 29.7 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19.28, unless the Audit reveals a Material Default material default by the Training Provider in which case the Training Provider shall reimburse the Authority Employer for the Employer’s reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. The Provider Supplier shall make keep and maintain for seven (7) Years after the provision of the Generators and/or Services (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework the Rental Agreement including the Generators and/or Services provided under it, the Call-Off Contracts entered into with Customers and the amounts paid by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of twelve (12) Months following the date on which the Provider ceases to provide Services under any Call-Off ContractCustomer. the Provider The Supplier shall keep the records and accounts referred to in Clause 9.1 above in accordance with Good Industry Practice and generally accepted accounting principles. The Supplier shall on request afford the Customer, the Customer's representatives and/or the Auditor access to such records and accounts as may be required by the Customer from time to time. The Supplier shall provide copies of such records and accounts (together with copies of the ProviderSupplier's published accounts) to the Customer and the Auditor during the Term and for a period of six (6) years after expiry from the date of the Term to Rental Agreement until the Authority date which is twelve (or relevant Customer12) and Months after the Auditordate of provision of the Generators and/or Services. The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. The Authority Customer shall use reasonable endeavours to ensure that the conduct of each Audit audit does not unreasonably disrupt the Provider Supplier or delay the provision of the Services pursuant to or supply of the Call-Off Contracts, Generators save insofar as the Provider Supplier accepts and acknowledges that control over the conduct of Audits audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. Subject to the ProviderCustomer's rights in respect of confidentialityConfidential Information, the Provider Supplier shall on demand provide the Auditor Auditors with all reasonable co-operation co‑operation and assistance in relation to each Auditaudit, including: - all information requested by the Auditor Customer within the scope of the Auditaudit; reasonable access to sites controlled any relevant place connected to the performance of the Rental Agreement and to any Generators used by the Provider and to equipment used Supplier (but not hired, leased or loaned from the Customer) in the provision performance of its obligations under the ServicesRental Agreement; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19.9, unless the Audit audit reveals a Material material Default by the Provider Supplier in which case the Provider Supplier shall reimburse the Authority Customer for the Customer's reasonable costs incurred in relation to the Audit.audit. The Supplier agrees that the Customer may provide the Authority with information relating to the Generators and/or Services procured and any payments made under the Rental Agreement and the Supplier hereby consents to the Authority storing and analysing such information and producing statistics; and sharing such information or any statistics produced using it, with any other Contracting Body. In the event that the Authority shares the information provided under Clause 9.8 above, any Contracting Body receiving the information shall be informed of the confidential nature of that information and shall be requested not to disclose it to anybody who is not a Contracting Body (unless required by Xxx). WARRANTIES AND REPRESENTATIONS The Supplier warrants, represents and undertakes to the Customer that: it has full capacity and authority and all necessary consents to enter into and perform its obligations under the Rental Agreement; it has the right to hire the Generators and the Customer shall at all times be entitled to use the Generators free from interference by the Supplier or a third party and the Generators are free from any charge, lien or other encumbrance; in entering the Rental Agreement it has not committed any Fraud; as at the date of the Rental Agreement, all information, statements and representations contained in the tender issued by the Supplier in connection with the DPS Agreement are true, accurate and not misleading save as may have been specifically disclosed in writing to the Customer prior to the date of the Rental Agreement and it will advise the Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading and all warranties and representations contained in the Tender shall be deemed repeated in the Rental Agreement; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Rental Agreement; it is not subject to any contractual obligation, compliance with which is likely to have an adverse affect on its ability to perform its obligations under the Rental Agreement; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier's assets or revenue; it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Rental Agreement; in the three (3) Years prior to the date of the Rental Agreement: it has conducted all financial accounting and reporting activities in all material respects in compliance with the generally accepted accounting principles that apply to it in any country where it files accounts; and it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Rental Agreement; all Staff used in connection with the provision of the Generators and/or Services will be vetted in accordance with Good Industry Practice and the Quality Standards; and if the Rental Payments payable under the Rental Agreement exceed or are likely to exceed five (5) million pounds, as at the Rental Commencement Date it has notified the Customer in writing of any Occasions of Tax Non-Compliance or any litigation that it is involved in connection with any Occasions of Tax Non-Compliance. For the avoidance of doubt, the fact that any provision within the Rental Agreement is expressed as a warranty shall not preclude any right of termination the Customer may have in respect of breach of that provision by the Supplier. The Supplier acknowledges and agrees that: the warranties, representations and undertakings contained in the Rental Agreement are material and are designed to induce the Customer into entering into the Rental Agreement; and the Customer has been induced into entering into the Rental Agreement and in doing so has relied upon the warranties, representations and undertakings contained herein. If at any time a Party becomes aware that a representation or warranty given by it under this Clause [10] has been breached, is untrue or is misleading, it shall immediately notify the other Party of the relevant occurrence in sufficient detail to enable the other Party to make an accurate assessment of the situation. For the avoidance of doubt, the fact that any provision within the Rental Agreement is expressed as a warranty shall not preclude any right of termination the Customer may have in respect of breach of that provision by the Supplier which constitutes a material Default. The Supplier shall indemnify the Customer fully against all claims, proceedings, actions, damages, legal costs, expenses and any other liabilities in respect of any death or personal injury, or loss of or damage to property, which is caused directly or indirectly by any act or omission of the Supplier, including any damage to property of the Customer caused by the Generators or arising from the provision of the Services. This clause 10.6 shall not apply to the extent that the Supplier is able to demonstrate that such death or personal injury, or loss or damage, was not caused or contributed to by this negligence or default, or the negligence or default of its Staff or Sub-Contractors, or by any circumstances within its or their control. LIABILITIES

RECORDS AND AUDIT ACCESS. 17.1 The Provider shall make keep and maintain full and accurate records and accounts of the operation of this Framework Agreement including the Services Goods provided under it, the Call-Off off Contracts entered into with Customers Contracting Bodies and the amounts paid by Customers each Contracting Body until the latest of: of:- 17.1.1 the expiry of a period of twelve (12) Months months following termination or expiry of the Framework Agreement; or or 17.1.2 the expiry of a period of twelve three (123) Months months following the date on which the Provider ceases to provide Services Goods under any Call-Off off Contract. the . 17.2 The Provider shall keep the records and accounts referred to in Clause 17.1 above in accordance with good accountancy practice. 17.3 The Provider shall afford YPO (or relevant Contracting Body) and/or the Auditor such access to such records and accounts as may be required from time to time. 17.4 The Provider shall provide such records and accounts (together with copies of the Provider's ’s published accounts) during the Term and for a period of six one (61) years year after expiry of the Term to the Authority YPO (or relevant CustomerContracting Body) and the Auditor. The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. The Authority . 17.5 YPO shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider or delay the provision of the Services Goods pursuant to the Call-Off off Contracts, save insofar as the Provider accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. YPO. 17.6 Subject to the Provider's YPO’s rights of confidentiality, the Provider shall on demand provide the Auditor Auditors with all reasonable co-operation and assistance in relation to each Audit, including: - including:- 17.6.1 all information requested by the Auditor within the scope of the Audit; ; 17.6.2 reasonable access to sites controlled by the Provider and to equipment used in the provision of the ServicesGoods; and and 17.6.3 access to the Staff. . 17.7 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19.17, unless the Audit reveals a Material Default by the Provider in which case the Provider shall reimburse the Authority YPO for YPO’s reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. 19.1 The Provider Contractor shall make keep and maintain until six (6) years after the date of termination or expiry (whichever is the earlier) of a Contract for Services provided under this Framework Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Contracts entered into, records of all expenditures that are reimbursable by COI and all payments made by COI, excluding Personal Data which should be securely disposed of based on the retention policy of the Client Department if defined or one (1) year after the date of termination or expiry (whichever is the earlier) of a Contract for Services provided under itthis Framework Agreement. COI are entitled to require from the Contractor, the Call-Off Contracts entered into with Customers and the amounts paid by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry any employees of the Framework Agreement; contractor, or any appointed sub-contractor in connection with the expiry of a period of twelve (12) Months following Services such other information and explanations as COI consider necessary for the date on which the Provider ceases to provide Services under any Call-Off Contract. the Provider shall keep and provide such records and accounts (together with copies performance of the Provider's published accounts) during the Term and for a period of six (6) years after expiry duties of the Term to the Authority (or relevant Customer) and the Auditor. Auditors. 19.2 The Provider Contractor shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. . 19.3 The Provider Contractor shall afford the Authority (or relevant Customer) COI and/or the Auditor such access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. The Authority time. 19.4 COI shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider Contractor or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Provider Contractor accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. COI. 19.5 Subject to the ProviderCOI's rights of confidentiality, the Provider Contractor shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including: - including:- 19.5.1 all information requested by the Auditor within the scope of the Audit; ; 19.5.2 reasonable access to sites controlled by the Provider Contractor and to equipment used in the provision of the Services; and and 19.5.3 access to the Staff. . 19.6 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19., unless the Audit reveals a Material Default by the Provider Contractor in which case the Provider Contractor shall reimburse the Authority COI for COI's reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. 17.1 The Provider shall make keep and maintain until six (6) years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the provision of the Goods and/or Services provided under it, the Call-Off Contracts entered into with Customers Contracting Bodies and the amounts paid by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of twelve (12) Months following the date on which the Provider ceases to provide Services under any Call-Off Contract. the each Contracting Body. 17.2 The Provider shall keep the records and accounts referred to in Clause 17.1 above kept in accordance with good accountancy practice. 17.3 The Provider shall provide the Authority with a completed Self Audit Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Certificates shall be completed by the Provider’s auditor and provided to the Authority no later than two (2) Months after the end of each Contract Year. 17.4 The Provider shall afford the Authority (or relevant Contracting Body), the Authority's representatives and/or the National Audit Office (“Auditors”) such access to such records and accounts at the Provider’s premises and/or provide copies of such records and accounts, as may be required by the Authority (or relevant Contracting Body) from time to time, in order that the Authority (or relevant Contracting Body) may carry out an inspection of Management Information and Management Charge payments. Each such inspection of records and accounts shall be an Audit. 17.5 The Provider shall provide such records and accounts (together with copies of the Provider's ’s published accounts) on request during the Term and for a period of six (6) years after expiry of the Term to the Authority (or relevant CustomerContracting Body) and the Auditor. The Provider shall keep the records its internal and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. external auditors. 17.6 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Provider accepts Goods and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. / or 17.7 Subject to the ProviderAuthority's rights of confidentiality, the Provider shall on demand provide the Auditor Auditors with all reasonable co-operation and assistance in relation to each Audit, including: - including:- 17.7.1 all information requested by the Auditor within the scope of the Audit; ; 17.7.2 reasonable access to sites controlled by the Provider and to equipment used in the provision of the Goods and / or Services; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19., unless the Audit reveals a Material Default by the Provider in which case the Provider shall reimburse the Authority for reasonable costs incurred in relation to the Audit.and

RECORDS AND AUDIT ACCESS. The Service Provider shall make keep and maintain until six (6) years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Customers Contracting Bodies and the amounts paid by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of twelve (12) Months following the date on which the Provider ceases to provide Services under any Call-Off Contracteach Contracting Body. the The Service Provider shall keep the records and accounts referred to in Clause 7.13 above kept in accordance with good accountancy practice. The Service Provider shall provide the Authority with a completed Self Audit Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Certificates shall be completed by the Service Provider’s Account Manager and provided to that Authority no later than two (2) Months after the end of each Contract Year. The Service Provider shall afford the Authority (or relevant Contracting Body), the Authority's representatives and/or the National Audit Office (“Auditors”) such access to such records and accounts at the Service Provider’s premises and/or provide copies of such records and accounts, as may be required by the Authority (or relevant Contracting Body) from time to time, in order that the Authority (or relevant Contracting Body) may carry out an inspection of Management Information and Management Charge payments. Each such inspection of records and accounts shall be an Audit. The Service Provider shall provide such records and accounts (together with copies of the Service Provider's ’s published accounts) on request during the Term and for a period of six (6) years after expiry of the Term to the Authority (or relevant CustomerContracting Body) and the Auditor. The Provider shall keep the records its internal and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakingsexternal auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Service Provider or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Service Provider accepts and acknowledges that control over the conduct of Audits carried out by the Auditor National Audit Office is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. Subject to the ProviderAuthority's rights of confidentiality, the Service Provider shall on demand provide the Auditor Auditors with all reasonable co-operation and assistance in relation to each Audit, including: - including:- all information requested by the Auditor within the scope of the Audit; reasonable access to sites controlled by the Service Provider and to equipment used in the provision of the Services; and access to the Staff. The Parties agree that they If an Audit reveals: a Material Default; and/or a Consistent Failure; the Service Provider shall reimburse the Authority its reasonable costs incurred in relation to the Audit and in the case of 17.8.2, the Authority may, in its discretion, terminate this Agreement with immediate effect. In all other circumstances, each party shall bear their its own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19clause 17., unless the Audit reveals a Material Default by the Provider in which case the Provider shall reimburse the Authority for reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. 10.1 The Service Provider shall make keep and maintain until seven (7) years after the date of termination or expiry (whichever is the earlier) of this Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Customers Authority and the amounts paid by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of twelve (12) Months following the date on which the Provider ceases to provide Services under any Call-Off Contract. the Authority. 10.2 The Service Provider shall keep the records and accounts referred to in Clause 10.1 above in accordance with good accountancy practice. 10.3 The Service Provider shall afford the Authority or the Auditor (or both) such access to such records and accounts as may be required from time to time. 10.4 The Service Provider shall provide such records and accounts (together with copies of the Service Provider's published accounts) during the Term and for a period of six seven (67) years after expiry of the Term to the Authority (or relevant Customer) and the Auditor. The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. . 10.5 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Service Provider or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Service Provider accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. . 10.6 Subject to the ProviderAuthority's rights of confidentiality, the Service Provider shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including: - : (a) all information requested by the Auditor within the scope of the Audit; ; (b) reasonable access to sites controlled by the Service Provider and to equipment used in the provision of the Services; and and (c) access to the Staff. . 10.7 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19.10, unless the Audit reveals a Material Default material default by the Service Provider in which case the Service Provider shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. 19.1 The Provider Contractor shall make keep and maintain until six (6) years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Goods and Services provided under it, the Call-Off Contracts entered into with Customers records of all expenditures that are reimbursable by COI and the amounts paid all payments made by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry COI. These include but are not limited to records of the Framework Agreement; hours worked and costs incurred by the Contractor or any employees of the expiry of a period of twelve (12) Months following contractor in connection with the date on which the Provider ceases to provide Services under any Call-Off Contract. the Provider Goods and Services. 19.2 The Contractor shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. 19.3 The Contractor shall afford COI and/or the Auditor such access to such records and accounts as may be required from time to time. 19.4 Subject to 19.1, the Contractor shall provide such records and accounts (together with copies of the ProviderContractor's published accounts) during the Term and for a period of six (6) years after expiry of the Term to the Authority (or relevant Customer) COI and the Auditor. The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. The Authority . 19.5 COI shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider Contractor or delay the provision of the Goods and Services pursuant to the Call-Off Contracts, save insofar as the Provider Contractor accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. COI. 19.6 Subject to the Provider19.1 and COI's rights of confidentiality, the Provider Contractor shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including: - including:- 19.6.1 all information requested by the Auditor within the scope of the Audit; ; 19.6.2 reasonable access to sites controlled by the Provider Contractor and to equipment used in the provision of the Services; and and 19.6.3 reasonable access to the Staff. . 19.7 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19., unless the Audit reveals a Material Default by the Provider Contractor in which case the Provider Contractor shall reimburse the Authority COI for COI's reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. The Provider shall make keep and maintain until six (6) years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the provision of the Goods and/or Services provided under it, the Call-Off Contracts entered into with Customers Contracting Bodies and the amounts paid by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of twelve (12) Months following the date on which the Provider ceases to provide Services under any Call-Off Contracteach Contracting Body. the The Provider shall keep the records and accounts referred to in Clause 17.1 above kept in accordance with good accountancy practice. The Provider shall provide the Authority with a completed Self Audit Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Certificates shall be completed by the Provider’s auditor and provided to that Authority no later than two (2) Months after the end of each Contract Year. The Provider shall afford the Authority (or relevant Contracting Body), the Authority's representatives and/or the National Audit Office (“Auditors”) such access to such records and accounts at the Service Provider’s premises and/or provide copies of such records and accounts, as may be required by the Authority (or relevant Contracting Body) from time to time, in order that the Authority (or relevant Contracting Body) may carry out an inspection of Management Information and Management Charge payments. Each such inspection of records and accounts shall be an Audit. The Provider shall provide such records and accounts (together with copies of the Provider's ’s published accounts) on request during the Term and for a period of six (6) years after expiry of the Term to the Authority (or relevant CustomerContracting Body) and the Auditor. The Provider shall keep the records its internal and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakingsexternal auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Service Provider or delay the provision of the Services Goods pursuant to the Call-Off Contracts, save insofar as the Provider accepts and acknowledges that control over the conduct of Audits carried out by the Auditor National Audit Office is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. Subject to the ProviderAuthority's rights of confidentiality, the Provider shall on demand provide the Auditor Auditors with all reasonable co-operation and assistance in relation to each Audit, including: - including:- all information requested by the Auditor within the scope of the Audit; reasonable access to sites controlled by the Provider and to equipment used in the provision of the ServicesGoods; and access to the Staff. The Parties agree that they If an Audit reveals: an underpayment of [an amount equal to or greater than [ ]% of the Management Charge due]; a Material Default; and/or a Consistent Failure; the Provider shall reimburse the Authority its reasonable costs incurred in relation to the Audit and in the case of 17.8.1 and 17.8.3, the Authority may, in its discretion, terminate this Agreement with immediate effect. In all other circumstances, each party shall bear their its own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19clause 17., unless the Audit reveals a Material Default by the Provider in which case the Provider shall reimburse the Authority for reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. 10.1 The Provider Supplier shall make keep and maintain until [six OR [NUMBER]] years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Customers the Customer and the amounts paid by Customers until the latest of: Customer. 10.2 The Supplier shall keep the expiry of a period of twelve (12) Months following termination or expiry of records and accounts referred to in Clause 10.1 above in accordance with good accountancy practice. 10.3 The Supplier shall afford the Framework Agreement; Authority or the expiry of a period of twelve Auditor (12or both) Months following the date on which the Provider ceases such access to provide Services under any Call-Off Contract. the Provider such records and accounts as may be required from time to time. 10.4 The Supplier shall keep and provide such records and accounts (together with copies of the Provider's Supplier’s published accounts) during the Term and for a period of [six (6) OR [NUMBER]] years after expiry of the Term to the Authority (or relevant Customer) and the Auditor. The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. . 10.5 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider Supplier or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Provider Supplier accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. . 10.6 Subject to the Provider's Authority’s rights of confidentiality, the Provider Supplier shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including: - : (a) all information requested by the Auditor within the scope of the Audit; ; (b) reasonable access to sites controlled by the Provider Supplier and to equipment used in the provision of the Services; and and (c) access to the Staff. . 10.7 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1910., unless the Audit reveals a Material Default by the Provider Supplier in which case the Provider Supplier shall reimburse the Authority for the Authority’s reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. 11.1 The Provider Supplier shall make keep and maintain until six years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Customers and the amounts paid by Customers until each Customer. 11.2 The Supplier shall keep the latest of: records and accounts referred to in clause 11.1 above in accordance with good accountancy practice. 11.3 The Supplier shall afford the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; Authority or the expiry of a period of twelve Auditor (12or both) Months following the date on which the Provider ceases such access to provide Services under any Call-Off Contract. the Provider such records and accounts as may be required from time to time. 11.4 The Supplier shall keep and provide such records and accounts (together with copies of the ProviderSupplier's published accounts) during the Term and for a period of six (6) years after expiry of the Term to the Authority (or relevant Customer) and the Auditor. The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. . 11.5 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider Supplier or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Provider Supplier accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. . 11.6 Subject to the ProviderAuthority's rights of confidentiality, the Provider Supplier shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including: - : (a) all information requested by the Auditor within the scope of the Audit; Audit and within the control of the Supplier; (b) reasonable access to sites controlled by the Provider Supplier and to equipment used in the provision of the Services; and and (c) reasonable access to the Staff. . 11.7 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19.clause 11, unless the Audit reveals a Material Default by the Provider Supplier in which case the Provider Supplier shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. 14.1 The Provider shall make keep and maintain until six (6) years after the date of termination or expiry (whichever is the earlier) of this Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Customers it and the amounts paid by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of twelve (12) Months following the date on which the Provider ceases to provide Services under any Call-Off Contract. the Authority. 14.2 The Provider shall keep the records and accounts referred to in Clause 14.1 above in accordance with good accountancy practice. 14.3 The Provider shall afford the Authority and/or the Auditor and/or any Regulatory Bodies such access to such records and accounts as may be reasonably required from time to time (each an “Audit”). 14.4 The Provider shall on request provide such records and accounts (together with copies of the Provider's published accounts) during the Term and for a period of six (6) years after expiry of the Term to the Authority (or relevant Customer) and the Auditor. The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. and/or any Regulatory Bodies. 14.5 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Provider accepts and acknowledges that control over the conduct of Audits carried out by the Auditor and/or any Regulatory Bodies is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. . 14.6 Subject to the ProviderAuthority's rights of confidentiality, the Provider shall on demand provide the Authority and/or the Auditor and/or any Regulatory Bodies with all reasonable co-operation and assistance in relation to each Audit, including: - including:- 14.6.1 all information reasonably requested by the Authority and/or the Auditor and/or the Regulatory Bodies within the scope of the Audit; and 14.6.2 reasonable access to sites controlled by the Provider and to equipment used in the provision of the Services; and access to the Staff. Personnel. 14.7 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1914., unless the Audit reveals a Material Default by the 14.8 The Provider in which case the Provider shall reimburse agrees to forward to the Authority for reasonable costs incurred in relation a synopsis of any of its own audit reports whether compiled internally or by external auditors relating to the Auditprovision of the Services.

RECORDS AND AUDIT ACCESS. 19.1 The Provider Contractor shall make keep and maintain until six (6) years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Customers records of all expenditures that are reimbursable by COI and the amounts paid all payments made by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry COI. These include but are not limited to records of the Framework Agreement; hours worked and costs incurred by the Contractor or any employees of the expiry of a period of twelve (12) Months following contractor in connection with the date on which the Provider ceases to provide Services under any Call-Off Contract. the Provider Services. 19.2 The Contractor shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. 19.3 The Contractor shall afford COI and/or the Auditor such access to such records and accounts as may be required from time to time. 19.4 The Contractor shall provide such records and accounts (together with copies of the ProviderContractor's published accounts) during the Term and for a period of six (6) years after expiry of the Term to the Authority (or relevant Customer) COI and the Auditor. The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. The Authority . 19.5 COI shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider Contractor or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Provider Contractor accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. COI. 19.6 Subject to the ProviderCOI's rights of confidentiality, the Provider Contractor shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including: - including:- 19.6.1 all information requested by the Auditor within the scope of the Audit; ; 19.6.2 reasonable access to sites controlled by the Provider Contractor and to equipment used in the provision of the Services; and and 19.6.3 access to the Staff. . 19.7 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19., unless the Audit reveals a Material Default by the Provider Contractor in which case the Provider Contractor shall reimburse the Authority COI for COI's reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. 17.1 The Provider Contractor shall make keep and maintain until [two (2) years]6 after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services Works provided under it, the Call-Off Contracts entered into with Customers contracting public bodies and the amounts paid by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of twelve (12) Months following the date on which the Provider ceases to provide Services under any Call-Off Contract. the Provider each contracting body. 17.2 The Contractor shall keep the records and accounts referred to in Clause 17.1 above in accordance with good accountancy practice. 17.3 The Contractor shall afford the Landscope Mauritius Ltd (or relevant contracting body) and/or the Auditor such access to such records and accounts as may be required from time to time. 17.4 The Contractor shall provide such records and accounts (together with copies of the ProviderContractor's published accounts) during the Term and for a period of [six (6) 6)]7 years after expiry of the Term to the Authority Landscope Mauritius Ltd (or relevant Customercontracting body) and the Auditor. . 17.5 The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. The Authority Landscope Mauritius Ltd shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider Contractor or delay the provision of the Services Works pursuant to the Call-Off Contracts, save insofar as the Provider Contractor accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. Landscope Mauritius Ltd. 17.6 Subject to the Provider's Landscope Mauritius Ltd rights of confidentiality, the Provider Contractor shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including: - all information requested by the Auditor within the scope of the Audit; reasonable access to sites controlled by the Provider and to equipment used in the provision of the Services; and access to the Staff. ; 17.7 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19.17, unless the Audit reveals a Material Default by the Provider Contractor in which case the Provider Contractor shall reimburse the Authority Landscope Mauritius Ltd for the Landscope Mauritius Ltd's (or relevant contracting body) reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. The Provider Supplier shall make keep and maintain full and accurate records and accounts of the operation of this Framework Agreement including the Goods and/or Services (if applicable) provided under it, the Call-Off Contracts Agreements entered into with Customers Contracting Authorities and the amounts paid by Customers Contracting Authorities until six (6) years after the latest of: the expiry date of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or . The Supplier shall afford YPO, the expiry of a period of twelve (12) Months following Technology Provider and/or the date on which the Provider ceases Auditor access to provide Services under any Call-Off Contractsuch records and accounts as may be required from time to time. the Provider The Supplier shall keep and provide such records and accounts (together with copies of the Provider's published accounts) during the Term and for a period of six (6) years after expiry of the Term to the Authority YPO (or the relevant CustomerContracting Authority) and the Auditor. The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. The Authority YPO shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider Supplier or delay the provision of the Goods and/or Services (if applicable) pursuant to the Call-Off ContractsAgreement, save insofar as the Provider Supplier accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable noticeYPO. Subject to the ProviderYPO's rights of confidentiality, the Provider Supplier shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including: - including:- all information requested by the Auditor within the scope of the Audit; reasonable access to sites controlled by the Provider Supplier and to equipment used in the provision of the ServicesGoods and/or Services (if applicable); and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19., unless the Audit reveals a Material Default by the Provider Supplier in which case the Provider Supplier shall reimburse the Authority YPO for reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. 15.1 The Provider shall make keep and maintain until at least six (6) years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Customers the Authority and the amounts paid by Customers until under each Call-Off Contract. 15.2 The Provider shall keep the latest of: records and accounts referred to in Clause 15.1 above in accordance with good accountancy practice. 15.3 The Provider shall afford the expiry of a period of twelve (12) Months following termination or expiry Authority and/or an Auditor such access to such records and accounts related to an Audit in the context of the Framework Agreement; or Agreement and any Call-Off Contract on reasonable notice as may be reasonably required by the expiry Authority from time to time. 15.4 The Provider shall provide the Authority with a copy of a period of twelve (12) Months following its full audited published annual accounts and, on request by the date on which Authority, shall provide such other records and accounts related to the Provider ceases to provide Services under Framework Agreement and any Call-Off Contract. the Provider shall keep and provide such records and accounts (together with copies of the Provider's published accounts) , during the Term and for a period of six (6) years after expiry of the Term to the Authority (or relevant Customer) and the Auditor. The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. . 15.5 The Authority shall use reasonable best endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Provider accepts and acknowledges that control over the conduct of Audits any Audit carried out by the an Auditor is may be outside of the control of the Authority. The Authority (or Where an Audit delays the relevant Customer) will use reasonable endeavours provision of Ordered Services the Provider shall be entitled to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. such relief as may be provided within Schedule 4. 15.6 Subject to the Provider's ’s and the Authority’s rights of confidentiality, the Provider shall on demand reasonable notice provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including: - including:- 15.6.1 all information requested by the Auditor within the scope of the Audit; ; 15.6.2 reasonable access to sites controlled by the Provider and to equipment used in the provision of the Services; and ; 15.6.3 access to the Staff. ; and 15.6.4 save where the Authority is directed by any statutory or regulatory auditors of the Authority and their respective agents to carry out an Audit for any purpose, the Authority shall not conduct Audits more than one in any Contract Year. 15.7 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19.15, unless the Audit reveals reveals: 15.7.1 a Material Default by the Provider in which case the Provider shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit; or 15.7.2 a Material Default by the Authority in which case the Authority shall reimburse the Provider for the Provider's reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. The Provider shall make and maintain keep full and accurate records in respect of the work carried out under each Letter of Appointment for at least six (6) years from the completion of the work under that Appointment. 17.1 The Provider shall keep accurate records and accounts of in relation to the operation of work carried out under this Framework Agreement including and all Letters of Appointment as are required by good accountancy practice. 17.2 The Provider shall afford the Services provided under itAuthority (or relevant Contracting Body), the Call-Off Contracts entered into Authority's representatives including their Cost Draftsman and/or the National Audit Office ("Auditors") such access to such records and accounts as may be required by the Authority (or relevant Contracting Body) from time to time to verify that current commercial terms are compatible with Customers and those currently prevailing in the amounts paid by Customers until marketplace. Where an adverse variation is highlighted, deviant Services Framework Providers are to be given an appropriate time to make the latest of: the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of twelve (12) Months following the date appropriate commercial amendments. 17.3 The Provider shall, on which the Provider ceases to provide Services under any Call-Off Contract. the Provider shall keep and request, provide such records and accounts (together with copies of the Provider's ’s published accounts) during the Term and for a period of six (6) years after the completion of all work carried out by the Provider in respect of Letters of Appointment entered into under this Framework Agreement or the expiry of the Term Term, whichever is the later, to the Authority (or relevant CustomerOther Contracting Body) and the Auditor. The Provider shall keep the records its internal and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. external auditors. 17.4 The Authority shall use reasonable endeavours endeavors to ensure that the conduct of each Audit does not unreasonably disrupt the Provider or delay the provision of the Services pursuant to the Call-Off ContractsLetters of Appointment, save insofar as the Provider accepts and acknowledges that control over the conduct of Audits carried out by the Auditor National Audit Office is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. . 17.5 Subject to the ProviderAuthority's rights of confidentiality, the Provider shall on demand provide the Auditor Auditors with all reasonable co-operation and assistance in relation to each Audit, including: - including:- 17.5.1 all information requested by the Auditor within the scope of the Audit; ; 17.5.2 reasonable access to sites controlled by the Provider and to equipment used in the provision of the Services; and and 17.5.3 access to the Office Holder and Staff. . 17.6 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19.17, unless the Audit reveals a Material Default by the Provider in which case the Provider shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit. 17.7 All Providers will be subject to an annual security review by the NCA.

RECORDS AND AUDIT ACCESS. 8.1 The Provider Supplier shall make keep and maintain for twelve (12) Months after the provision of the Vehicles and/or Services (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement the Contract including the Vehicles and/or Services provided under it, the Call-Off Contracts entered into with Customers and the amounts paid by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of twelve (12) Months following the date on which the Provider ceases to provide Services under any Call-Off Contract. the Provider Customer. 8.2 The Supplier shall keep the records and accounts referred to in Clause 8.1 above in accordance with Good Industry Practice and generally accepted accounting principles. 8.3 The Supplier shall on request afford the Customer, the Customer's representatives and/or the Auditor access to such records and accounts as may be required by the Customer from time to time. 8.4 The Supplier shall provide copies of such records and accounts (together with copies of the ProviderSupplier's published accounts) to the Customer and the Auditor during the Term and for a period of six (6) years after expiry from the date of the Term to Vehicle Order until the Authority date which is twelve (or relevant Customer12) and Months after the Auditor. date of provision of the Vehicles and/or Services. 8.5 The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. The Authority Customer shall use reasonable endeavours to ensure that the conduct of each Audit audit does not unreasonably disrupt the Provider Supplier or delay the provision of the Services pursuant to or supply of the Call-Off Contracts, Vehicles save insofar as the Provider Supplier accepts and acknowledges that control over the conduct of Audits audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. . 8.6 Subject to the ProviderCustomer's rights in respect of confidentialityConfidential Information, the Provider Supplier shall on demand provide the Auditor Auditors with all reasonable co-operation and assistance in relation to each Auditaudit, including: - : 8.6.1 all information requested by the Auditor Customer within the scope of the Audit; audit; 8.6.2 reasonable access to sites controlled any relevant place connected to the performance of the Contract and to any equipment used by the Provider and to equipment used Supplier (but not hired, leased or loaned from the Customer) in the provision performance of its obligations under the ServicesContract; and and 8.6.3 access to the Staff. . 8.7 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19.8, unless the Audit audit reveals a Material material Default by the Provider Supplier in which case the Provider Supplier shall reimburse the Authority Customer for the Customer's reasonable costs incurred in relation to the Auditaudit. 8.8 The Supplier agrees that the Customer may provide OGC with information relating to the Vehicles and/or Services procured and any payments made under the Contract and the Supplier hereby consents to OGC: 8.8.1 storing and analysing such information and producing statistics; and 8.8.2 sharing such information or any statistics produced using it, with any other Contracting Body. 8.9 In the event that OGC shares the information provided under Clause 8.8, any Contracting Body receiving the information shall be informed of the confidential nature of that information and shall be requested not to disclose it to any body who is not a Contracting Body (unless required by law).

RECORDS AND AUDIT ACCESS. 5.9.1 The Service Provider shall make keep and maintain until six (6) years after the end of the Contract Period (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement the Contract including the Services provided under it, the Call-Off Contracts entered into with Customers it and the amounts paid by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of twelve (12) Months following the date on which the Provider ceases to provide Services under any Call-Off Contract. the Authority. 5.9.2 The Service Provider shall keep the records and accounts referred to in Clause 5.9.1 above in accordance with Good Industry Practice. 5.9.3 The Service Provider shall to the extent legally permissible or to the extent that such access will not breach any undertaking of confidentiality to a third party, on reasonable notice afford the Authority, the Authority's representatives and/or the Auditor such access to such records and accounts as may be reasonably required by the Authority from time to time. 5.9.4 The Service Provider shall to the extent legally permissible on request provide such records and accounts (together with copies of the Service Provider's published accounts) during the Term Contract Period and for a period of six (6) years after the expiry of the Term Contract Period to the Authority (or relevant Customer) and and/or the Auditor. The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. . 5.9.5 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit audit does not unreasonably disrupt the Service Provider or delay the provision of the Services pursuant to the Call-Off Contracts, Services; save insofar as the Service Provider accepts and acknowledges that control over the conduct of Audits audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. . 5.9.6 Subject to the Provider's Authority’s rights of confidentiality, and the Service Provider’s duties of confidentiality to third parties and to the extent permitted by law, the Service Provider shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Auditaudit, including: - : (a) all information reasonably requested by the Auditor Authority within the scope of the Audit; audit; (b) reasonable access to sites controlled by the Service Provider (save where such access reasonably needs to be restricted to protect confidential information) and to equipment Equipment used in the provision of the Services; and and (c) reasonable access to the Staff. . 5.9.7 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19.5.9, unless the Audit audit reveals a Material Default by the Service Provider in which case the Service Provider shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Auditaudit.

RECORDS AND AUDIT ACCESS. 17.1. The Provider SERVICE PROVIDER shall make keep and maintain until six (6) years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Customers Contracting Bodies and the amounts paid by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of twelve (12) Months following the date on which the Provider ceases to provide Services under any Call-Off Contracteach Contracting Body. 17.2. the Provider The SERVICE PROVIDER shall keep the records and accounts referred to in 17.3. The SERVICE PROVIDER shall afford the AUTHORITY (or relevant Contracting Body) and/or the Auditor such access to such records and accounts as may be required from time to time. 17.4. The SERVICE PROVIDER shall provide such records and accounts (together with copies of the ProviderSERVICE PROVIDER's published accounts) during the Term and for a period of six (6) years after expiry of the Term to the Authority AUTHORITY (or relevant CustomerContracting Body) and the Auditor. 17.5. The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. The Authority AUTHORITY shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider SERVICE PROVIDER or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Provider SERVICE PROVIDER accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable noticeAUTHORITY. 17.6. Subject to the ProviderAUTHORITY's rights of confidentiality, the Provider SERVICE PROVIDER shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including: - including:- 17.6.1. all information requested by the Auditor within the scope of the Audit; ; 17.6.2. reasonable access to sites controlled by the Provider SERVICE PROVIDER and to equipment used in the provision of the Services; and and 17.6.3. access to the Staff. 17.7. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19.17, unless the Audit reveals a Material Default by the Provider SERVICE PROVIDER in which case the Provider SERVICE PROVIDER shall reimburse the Authority AUTHORITY for the AUTHORITY's reasonable costs incurred in relation to the Audit. 17.8. The SERVICE PROVIDER shall grant the right to the AUTHORITY to carry out Supplier Compliance Audits as outlined in Schedule 6

RECORDS AND AUDIT ACCESS. The Service Provider shall make keep and maintain until six (6) years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Customers Contracting Bodies and the amounts paid by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of twelve (12) Months following the date on which the Provider ceases to provide Services under any Call-Off Contracteach Contracting Body. the The Service Provider shall keep the records and accounts referred to in Clause 7.13 above kept in accordance with good accountancy practice. The Service Provider shall provide the Authority with a completed Self Audit Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Certificates shall be completed by the [Service Provider’s auditor OR (where Service Provider is an SME) the Account Manager] and provided to that Authority no later than two (2) Months after the end of each Contract Year. The Service Provider shall afford the Authority (or relevant Contracting Body), the Authority's representatives and/or the National Audit Office (“Auditors”) such access to such records and accounts at the Service Provider’s premises and/or provide copies of such records and accounts, as may be required by the Authority (or relevant Contracting Body) from time to time, in order that the Authority (or relevant Contracting Body) may carry out an inspection of Management Information and Management Charge payments. Each such inspection of records and accounts shall be an Audit. The Service Provider shall provide such records and accounts (together with copies of the Service Provider's ’s published accounts) on request during the Term and for a period of six (6) years after expiry of the Term to the Authority (or relevant CustomerContracting Body) and the Auditor. The Provider shall keep the records its internal and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakingsexternal auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Service Provider or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Service Provider accepts and acknowledges that control over the conduct of Audits carried out by the Auditor National Audit Office is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. Subject to the ProviderAuthority's rights of confidentiality, the Service Provider shall on demand provide the Auditor Auditors with all reasonable co-operation and assistance in relation to each Audit, including: - including:- all information requested by the Auditor within the scope of the Audit; reasonable access to sites controlled by the Service Provider and to equipment used in the provision of the Services; and access to the Staff. The Parties agree that they If an Audit reveals: a Material Default; and/or a Consistent Failure; the Service Provider shall reimburse the Authority its reasonable costs incurred in relation to the Audit and the Authority may, in its discretion, terminate this Agreement with immediate effect. In all other circumstances, each party shall bear their its own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19clause 17., unless the Audit reveals a Material Default by the Provider in which case the Provider shall reimburse the Authority for reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. The Provider Supplier shall make keep and maintain until [6 (six)] years after the date of the end of the Term, full and accurate records and accounts of the operation of this Framework Agreement Contract including but not limited to the Services provided under it, the Call-Off Contracts entered into it in accordance with Customers and the amounts paid by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of twelve (12) Months following the date on which the Provider ceases to provide Services under any Call-Off Contractgood accountancy practice. the Provider The Supplier shall keep and provide such records and accounts (together with copies of the Provider's Supplier’s published accounts) during the Term [and for a period of six 6 (6) six)] years after expiry the date of the Term end of the Term] to the Authority (or relevant Customer) and the Auditor. The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) Customer and/or the Auditor auditor and/or any statutory body entitled by Law on written request and shall provide the Customer and/or the auditor and/or any statutory body entitled by Law access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Provider accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable noticetime. Subject to the Provider's rights provisions of confidentialityClause 12, the Provider Supplier shall on demand written request provide the Auditor auditor with all reasonable co-operation and assistance in relation to each Auditaudit, including: - all information requested by the Auditor auditor within the scope of the Auditaudit; reasonable access to sites controlled by the Provider Supplier and to equipment and materials used in the provision of the Services; and access to the StaffSupplier's Personnel. The Parties parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19., 24 unless the Audit audit reveals a Material Default material breach by the Provider Supplier of good accountancy practice and/or this Contract, in which case the Provider Supplier shall reimburse the Authority Customer for the reasonable costs incurred it incurs in relation to the Auditaudit. Compliance with Anti-Slavery and Human Trafficking Laws and Policies In performing its obligations under this Contract, the Supplier shall comply with all applicable labour, anti-slavery and human trafficking legislation and regulations in force from time to time in the United Kingdom, including but not limited to the Modern Slavery Act 2015 (Anti-Slavery Laws). The Supplier represents and warrants that, as at the date of this Contract, neither the Supplier nor any of its officers, employees or agents have been convicted of any offence involving slavery and/or human trafficking, nor have they been or are the subject of an investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and/or human trafficking whether pursuant to the Anti-Slavery Laws or any other relevant legislation in force from time to time. The Supplier shall, throughout the Term, use its best endeavours to include, in all of its contracts with any of its subcontractors of any tier in the supply chain involved in the production or provision of the Services, a provision obliging the relevant subcontractor to provide the Services specified in the relevant subcontract in accordance with Anti-Slavery Laws. Contracts (Rights of Third Parties) Act 1999 Nothing in this Contract shall confer or purport to confer on any third party any benefit or the right to enforce any term of this Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

RECORDS AND AUDIT ACCESS. The Provider Supplier shall make keep and maintain full and accurate records and accounts of the operation of this Framework Agreement including the Goods and/or Services (if applicable) provided under it, the Call-Off Contracts Service Agreements entered into with Customers Contracting Authorities and the amounts paid by Customers Contracting Authorities until six (6) years after the latest of: the expiry date of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or . The Supplier shall afford YPO, the expiry of a period of twelve (12) Months following Technology Provider and/or the date on which the Provider ceases Auditor access to provide Services under any Call-Off Contractsuch records and accounts as may be required from time to time. the Provider The Supplier shall keep and provide such records and accounts (together with copies of the Provider's published accounts) during the Term and for a period of six (6) years after expiry of the Term to the Authority YPO (or the relevant CustomerContracting Authority) and the Auditor. The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. The Authority YPO shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider Supplier or delay the provision of the Goods and/or Services (if applicable) pursuant to the Call-Off ContractsService Agreement, save insofar as the Provider Supplier accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable noticeYPO. Subject to the ProviderYPO's rights of confidentiality, the Provider Supplier shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including: - including:- all information requested by the Auditor within the scope of the Audit; reasonable access to sites controlled by the Provider Supplier and to equipment used in the provision of the ServicesGoods and/or Services (if applicable); and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19., unless the Audit reveals a Material Default by the Provider Supplier in which case the Provider Supplier shall reimburse the Authority YPO for reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. The Provider Supplier shall make keep and maintain for the time period after the date of termination or expiry (whichever is the earlier) of the Contract as specified in paragraph 12 of the Order Form (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement the Contract including the Services provided under it, the Call-Off Contracts entered into with Customers and the amounts paid by Customers until the latest of: Customer. The Supplier shall keep the expiry records and accounts referred to in clause 29.1 above in accordance with Good Industry Practice and generally accepted accounting principles. The Supplier shall on request afford the Customer, the Customer's representatives and/or the Auditor access to such records and accounts as may be required by the Customer from time to time save for any Confidential Information which has been copied in the usual course of back ups or archiving of a period of twelve (12) Months following termination computer system or expiry of the Framework Agreement; or the expiry of is otherwise not readily and reasonably retrievable from a period of twelve (12) Months following the date on which the Provider ceases to provide Services under any Call-Off Contractcomputer system. the Provider The Supplier shall keep and provide such records and accounts (together with copies of the ProviderSupplier's published accounts) during the Term Contract Period and for a the period specified in paragraph 12 of six (6) years the Order Form after the date of termination or expiry of the Term Contract to the Authority (or relevant Customer) Customer and the Auditor. The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. The Authority Customer shall use reasonable endeavours to ensure that the conduct of each Audit audit does not unreasonably disrupt the Provider Supplier or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Provider Supplier accepts and acknowledges that control over the conduct of Audits audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. Subject to the Provider's Supplier’s rights in respect of confidentialityConfidential Information, the Provider Supplier shall on demand provide the Auditor Auditors with all reasonable co-operation and assistance in relation to each Auditaudit, including: - all reasonable information requested by the Auditor Customer within the scope of the Auditaudit; reasonable access to sites controlled by the Provider Supplier and to equipment Equipment used in the provision of the Services; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19.clause 29, unless the Audit audit reveals a Material material Default by the Provider Supplier in which case the Provider Supplier shall reimburse the Authority Customer for the Customer's reasonable costs incurred in relation to the Auditaudit. DISCRIMINATION The Supplier shall not unlawfully discriminate within the meaning and scope of any law, enactment, order or regulation relating to discrimination (whether in race, gender, religion, disability, sexual orientation, age or otherwise). The Supplier shall take all reasonable steps to secure the observance of clause 30.1 by all servants, employees or agents of the Supplier and all suppliers and sub-contractors employed in the execution of the Contract. The Supplier shall notify the Customer immediately in writing as soon as it becomes aware of any legal proceedings threatened or issued against it by its Staff on the grounds of discrimination arising in connection with the provision of the Services under this Contract. The Supplier shall comply with the requirements set out in Schedule 7 – Diversity and Equality. PREVENTION OF FRAUD The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any Fraud by Staff and the Supplier (including its shareholders, members and directors) in connection with the receipt of monies from the Customer. The Supplier shall notify the Customer immediately if it has reason to suspect that any Fraud has occurred or is occurring or is likely to occur. If the Supplier or its Staff commits any Fraud in relation to this or any other contract with a Contracting Authority or the Customer, the Customer may: terminate the Contract with immediate effect by giving the Supplier notice in writing and recover from the Supplier the amount of any loss suffered by the Customer resulting from the termination including the cost reasonably incurred by the Customer of making other arrangements for the supply of the Services and any additional expenditure incurred by the Customer throughout the remainder of the Contract Period; and/or recover in full from the Supplier any other loss sustained by the Customer in consequence of any breach of this clause. Transfer and Sub-Contracting Subject to clause 32.2, the Supplier shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without Approval. The Customer has consented to the engagement of the Sub-contractors listed in paragraph 3.3 of the Order Form. Sub-contracting any part of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the Contract. The Supplier shall supply such information about proposed Sub-contractors as the Customer may reasonably require in order to enable the Customer to consider whether to grant Approval. The Supplier may assign to a third party ("the Assignee") the right to receive payment of the Contract Charges or any part thereof due to the Supplier under this Contract (including any interest which the Customer incurs under clause 13.2.6). Any assignment under this clause shall be subject to: reduction of any sums in respect of which the Customer exercises it right of recovery under clause 13.3; all related rights of the Customer under the contact in relation to the recovery of sums due but unpaid; and the Customer receiving notification under both clauses 32.3 and 32.4. In the event that the Supplier assigns the right to receive the Contract Charges under clause 32.2, the Supplier or the Assignee shall notify the Customer in writing of the assignment and the date upon which the assignment becomes effective. The Supplier shall ensure that the Assignee notifies the Customer of the Assignee’s contact information and bank account details to which the Customer shall make payment. The provisions of clause 13.2 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Customer. The Supplier shall be responsible for the acts and omissions of its sub‑contractors as though they are its own. Where the Customer has consented to the placing of sub-contracts, copies of each sub-contract shall, at the request of the Customer, be sent by the Supplier to the Customer as soon as reasonably practicable. The Customer may, at its sole discretion, require the Supplier to ensure that each Sub-contract shall include: a right under the Contracts (Rights of Third Parties) Xxx 0000 for the Customer to enforce the terms of that Sub-contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Sub-contract to the Customer; a provision requiring the Sub-contractor to enter into a direct confidentiality agreement with the Customer on the same terms as set out in clause 20.6 (Confidentiality); a provision requiring the Sub-contractor to comply with protection of data requirements pursuant to clauses 20.4 (Customer Data) and 20.5 (Protection of Personal Data); a provision requiring the Sub-contractor to comply with the restrictions on corrupt gifts and payments pursuant to clause 28 (Prevention of Corruption); and a provision restricting the ability of the Sub-contractor to further sub-contract elements of the service provided to the Supplier without first seeking the prior written consent of the Customer. If the Customer is able to obtain from any Sub-contractor or any other third party more favourable commercial terms with respect to the supply of any services used by the Supplier in the supply of the Services, then the Customer may: require the Supplier to replace its existing commercial terms with that person with the more favourable commercial terms obtained by the Customer in respect of the relevant item. If the Customer exercises the option pursuant to clause 32.9, then the Contract Charges shall be reduced by an amount that is agreed in accordance with the Variation Procedure. Subject to clause 32.13, the Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to: any Contracting Authority; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Customer; or any private sector body which substantially performs the functions of the Customer, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier's obligations under the Contract. Any change in the legal status of the Customer such that it ceases to be a Contracting Authority shall not, subject to clause 32.13, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Customer. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to clause 32.11 to a body which is not a Contracting Authority or if there is a change in the legal status of the Customer such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as "the Transferee"): the rights of termination of the Customer in clauses 23.1 (Termination on insolvency and change of control) and 23.3 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. The Customer may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier's obligations under the Contract. In such circumstances the Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. For the purposes of clause 32.13 each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract. FORCE MaJEURE Neither Party shall be liable to the other Party for any delay in performing, or failure to perform, its obligations under the Contract (other than a payment of money) to the extent that such delay or failure is a result of Force Majeure. Notwithstanding the foregoing, each Party shall use all reasonable endeavours to continue to perform its obligations under the Contract for the duration of such Force Majeure. However, if such Force Majeure prevents either Party from performing its material obligations under the Contract for a period in excess of 6 Months, either Party may terminate the Contract with immediate effect by notice in writing to the other Party. Any failure or delay by the Supplier in performing its obligations under the Contract which results from any failure or delay by an agent, Sub-contractor or supplier shall be regarded as due to Force Majeure only if that agent, Sub-contractor or supplier is itself impeded by Force Majeure from complying with an obligation to the Supplier. If either Party becomes aware of a Force Majeure event or occurrence which gives rise to or is likely to give rise to any such failure or delay on its part as described in clause 33.1 it shall immediately notify the other by the most expeditious method then available and shall inform the other of the period during which it is estimated that such failure or delay shall continue.

RECORDS AND AUDIT ACCESS. The Provider shall make keep and maintain until six (6) years after the date of termination or expiry of the Term (whichever is the earlier) of this Framework Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Goods and Services provided under it, the Call-Off Contracts entered into with Customers Contracting Bodies and the amounts paid by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of twelve (12) Months following the date on which the Provider ceases to provide Services under any Call-Off Contracteach Contracting Body. the The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Contracting Body) and/or the Authority's representatives ("Auditors") such access to such records and accounts as may be required from time to time at the Provider’s premises and/or provide copies of such records and accounts, as may be required by the Authority and/or the Authority's representatives ("Auditors")from time to time, in order that the Authority and/or the Authority's representatives ("Auditors") (may carry out an inspection of: Management Information; Management Charge payments; and/or any administration (“Administrative Fees”) fees payable by the Provider, in order to verify the correct application of pricing methodologies, performance, security and integrity in connection therewith. Each such inspection of records and accounts shall be an “Audit”. The Provider shall provide such records and accounts (together with copies of the Provider's published accounts) during the Term and for a period of six (6) years after expiry of the Term to the Authority (or relevant CustomerContracting Body) and the Auditor. The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider or delay the provision of the Goods and Services pursuant to the Call-Off Contracts, save insofar as the Provider accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. Subject to the ProviderAuthority's rights of confidentiality, the Provider shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including: - including:- all information requested by the Auditor within the scope of the Audit; reasonable access to sites controlled by the Provider and to equipment used in the provision of the Goods and Services; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19., unless the Audit reveals a Material Default by the Provider in which case the Provider shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. 10.1 The Provider Supplier shall make keep and maintain until six years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Customers and the amounts paid by Customers until each Customer. 10.2 The Supplier shall keep the latest of: records and accounts referred to in Clause 10.1 above in accordance with good accountancy practice. 10.3 The Supplier shall afford the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; Authority or the expiry of a period of twelve Auditor (12or both) Months following the date on which the Provider ceases such access to provide Services under any Call-Off Contract. the Provider such records and accounts as may be required from time to time. 10.4 The Supplier shall keep and provide such records and accounts (together with copies of the ProviderSupplier's published accounts) during the Term and for a period of six (6) 12 years after expiry of the Term to the Authority (or relevant Customer) and the Auditor. The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. . 10.5 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider Supplier or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Provider Supplier accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. . 10.6 Subject to the ProviderAuthority's rights of confidentiality, the Provider Supplier shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including: - : (a) all information requested by the Auditor within the scope of the Audit; ; (b) reasonable access to sites controlled by the Provider Supplier and to equipment used in the provision of the Services; and and (c) access to the Staff. . 10.7 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19.10, unless the Audit reveals a Material Default by the Provider Supplier in which case the Provider Supplier shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. 23.1 The Provider Supplier shall make keep and maintain until six (6) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Available Services, the Ordered Services provided under it, the Call-Off Contracts Agreements entered into with Customers Contracting Bodies and the amounts paid by Customers until each Contracting Body. 23.2 The Supplier shall keep the latest of: records and accounts referred to in Clause 23.1 above in accordance with Good Industry Practice. 23.3 The Supplier shall provide the expiry Authority with a completed Self Audit Certificate in respect of a period each Contract Year of twelve this Framework Agreement. The Self Audit Certificates shall be completed by the Supplier‟s head or chief internal auditor or external auditor and shall be provided to the Authority no later than two (122) Months following termination after the end of each Contract Year. 23.4 The Supplier shall afford the Authority (or expiry relevant Other Contracting Body), the Authority's representatives and/or the National Audit Office ("Auditors") access to such records and accounts at the Supplier‟s premises and/or provide copies of such records and accounts (which may include working papers if reasonably requested), as may be required by the Framework Agreement; Authority (or Other relevant Contracting Body) from time to time, in order that the expiry Authority (or relevant Contracting Body) may carry out an inspection of a period Management Information, Management Charge payments and any levies payable by the Supplier, in order to verify the correct application of twelve (12) Months following the date on which the Provider ceases to provide Services under any Call-Off Contractpricing methodologies, performance, security and integrity in connection therewith. the Provider Each such inspection of records and accounts shall keep and be an Audit. 23.5 The Supplier shall provide such records and accounts (together with copies of the Provider's Supplier‟s published accounts) on request during the Term and for a period of six (6) years after expiry of the Term to the Authority (or relevant CustomerContracting Body) and the Auditor. The Provider shall keep the records its internal and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. external auditors. 23.6 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider Supplier or delay the provision of the Ordered Services pursuant to the Call-Off ContractsAgreements, save insofar as the Provider Supplier accepts and acknowledges that control over the conduct of Audits carried out by the Auditor National Audit Office is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. . 23.7 Subject to the ProviderAuthority's rights obligations of confidentiality, as set out in Clause 25.1, the Provider Supplier shall on demand provide the Auditor Auditors with all reasonable co-operation and assistance in relation to each Audit, including: - : 23.7.1 all information requested by the Auditor within the scope of the Audit; ; 23.7.2 reasonable access to sites any Sites controlled by the Provider Supplier and to equipment used in the provision of the ServicesAvailable Services (and/or Ordered Services as appropriate); and and 23.7.3 access to the Supplier Staff. The Parties agree . 23.8 If an Audit reveals: 23.8.1 that they the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due; 23.8.2 a Material Default; and/or 23.8.3 a Consistent Failure; the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit and the Authority shall be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause 32. 23.9 In all other circumstances, each Party shall bear their its own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1923., unless the Audit reveals a Material Default by the Provider in which case the Provider shall reimburse the Authority for reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. 5.9.1 The Provider Contractor shall make keep and maintain until six (6) years after the end of the Contract Period (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement the Contract including the Services provided under it, the Call-Off Contracts entered into with Customers the Contracting Authority and the amounts paid by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of twelve (12) Months following the date on which the Provider ceases to provide Services under any Call-Off Contract. the Provider each Contracting Authority. 5.9.2 The Contractor shall keep the records and accounts referred to in Clause 5.9.1 above in accordance with Good Industry Practice. 5.9.3 The Contractor shall to the extent legally permissible or to the extent that such access will not breach any undertaking of confidentiality to a third party, on reasonable notice afford the Customer, the Customer's representatives and/or the Auditor such access to such records and accounts as may be reasonably required by the Customer from time to time. 5.9.4 The Contractor shall to the extent legally permissible on request provide such records and accounts (together with copies of the ProviderContractor's published accounts) during the Term Contract Period and for a period of six (6) years after the expiry of the Term Contract Period to the Authority (or relevant Customer) and Customer and/or the Auditor. . 5.9.5 The Provider shall keep the records and accounts referred to in Clause 19.1 above in accordance with good accountancy practice. The Provider shall afford the Authority (or relevant Customer) and/or the Auditor access to such records and accounts relating to the operation of this Framework Agreement as may be required from time to time upon reasonable notice and subject to reasonable confidentiality undertakings. The Authority Customer shall use reasonable endeavours to ensure that the conduct of each Audit audit does not unreasonably disrupt the Provider Contractor or delay the provision of the Services pursuant to the Call-Off Contracts, Services; save insofar as the Provider Contractor accepts and acknowledges that control over the conduct of Audits audits carried out by the Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. . 5.9.6 Subject to the Provider's Customer’s rights of confidentiality, and the Provider Contractor’s duties of confidentiality to third parties and to the extent permitted by law, the Contractor shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Auditaudit, including: - : (a) all information reasonably requested by the Auditor Customer within the scope of the Audit; audit; (b) reasonable access to sites controlled by the Provider Contractor (save where such access reasonably needs to be restricted to protect confidential information) and to equipment Equipment used in the provision of the Services; and and (c) reasonable access to the Staff. . 5.9.7 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19.5.9, unless the Audit audit reveals a Material material Default by the Provider Contractor in which case the Provider Contractor shall reimburse the Authority Customer for the Customer's reasonable costs incurred in relation to the Auditaudit.