Common use of RECORDS AND AUDIT ACCESS Clause in Contracts

RECORDS AND AUDIT ACCESS. The Supplier shall 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 the Contract including the Services provided supplied under it, and the amounts paid by the Contracting Body. 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 Supplier’s published accounts) during the Contract Period and for the period specified in paragraph 12 of the Order Form after the date of termination or expiry of the Contract to the Contracting Body and the Auditor. The Contracting Body shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor is outside of the control of the Contracting Body. Subject to the Contracting Body's rights in respect of Confidential Information, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each audit, including: all information requested by the Contracting Body within the scope of the audit; reasonable access to sites controlled by the Supplier 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 266, unless the audit reveals a material Default by the Supplier in which case the Supplier shall reimburse the Contracting Body for the Contracting Body's reasonable costs incurred in relation to the audit.

RECORDS AND AUDIT ACCESS. The Supplier Provider shall keep make 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 the Contract this Framework Agreement including the Services provided supplied under it, the Call-Off Contracts entered into with Customers and the amounts paid by Customers until the Contracting Bodylatest 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 Supplier the Provider 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 Supplier’s Provider's published accounts) during the Contract Period Term and for the a period specified in paragraph 12 of the Order Form six (6) years after the date of termination or expiry of the Contract Term to the Contracting Body Authority (or relevant Customer) and the Auditor. The Contracting Body 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 Audit does not unreasonably disrupt the Supplier Provider or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Supplier Provider accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor is outside of the control of the Contracting BodyAuthority. 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 Contracting BodyProvider's rights in respect of Confidential Informationconfidentiality, the Supplier Provider shall on demand provide the Auditors Auditor with all reasonable co-operation and assistance in relation to each auditAudit, including: - all information requested by the Contracting Body Auditor within the scope of the auditAudit; reasonable access to sites controlled by the Supplier Provider 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 266Clause 19., unless the audit Audit reveals a material Material Default by the Supplier Provider in which case the Supplier Provider shall reimburse the Contracting Body Authority for the Contracting Body's reasonable costs incurred in relation to the auditAudit.

RECORDS AND AUDIT ACCESS. The Supplier shall 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 the Contract this Agreement including the Goods and/or Services (if applicable) provided supplied under it, the Service Agreements entered into with Contracting Authorities and the amounts paid by Contracting Authorities until six (6) years after the Contracting Bodydate of termination or expiry of the Agreement. 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 BodyYPO, the Contracting Body's representatives Technology Provider 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 Supplier’s Provider's published accounts) during the Contract Period Term and for the a period specified in paragraph 12 of the Order Form six (6) years after the date of termination or expiry of the Contract Term to YPO (or the relevant Contracting Body Authority) and the Auditor. The Contracting Body YPO shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services (if applicable) pursuant to the Service Agreement, save insofar as the Supplier accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor is outside of the control of the Contracting BodyYPO. Subject to the Contracting BodyYPO's rights in respect of Confidential Informationconfidentiality, the Supplier shall on demand provide the Auditors Auditor with all reasonable co-operation and assistance in relation to each auditAudit, including: including:- all information requested by the Contracting Body Auditor within the scope of the auditAudit; reasonable access to sites controlled by the Supplier and to Equipment 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 266Clause 19, unless the audit Audit reveals a material Material Default by the Supplier in which case the Supplier shall reimburse the Contracting Body YPO for the Contracting Body's reasonable costs incurred in relation to the auditAudit.

RECORDS AND AUDIT ACCESS. The Supplier shall 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 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 the Contract including the Services provided supplied under it, and the amounts paid by the Contracting BodyCustomer. The Supplier shall keep the records and accounts referred to in clause 26.1 29.1 above in accordance with Good Industry Practice and generally accepted accounting principles. The Supplier shall on request afford the Contracting BodyCustomer, the Contracting BodyCustomer's representatives and/or the Auditor access to such records and accounts as may be required by the Contracting Body Customer from time to timetime save for any Confidential Information which has been copied in the usual course of back ups or archiving of a computer system or is otherwise not readily and reasonably retrievable from a computer system. The Supplier shall provide such records and accounts (together with copies of the Supplier’s 's published accounts) during the Contract Period and for the period specified in paragraph 12 of the Order Form after the date of termination or expiry of the Contract to the Contracting Body Customer and the Auditor. The Contracting Body Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor is outside of the control of the Contracting BodyCustomer. Subject to the Contracting Body's Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each audit, including: all reasonable information requested by the Contracting Body Customer within the scope of the audit; reasonable access to sites controlled by the Supplier 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 26629, unless the audit reveals a material Default by the Supplier in which case the Supplier shall reimburse the Contracting Body Customer for the Contracting BodyCustomer's reasonable costs incurred in relation to the audit. 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 Supplier Provider shall keep and maintain for the time period until six (6) years after the date of termination or expiry (whichever is the earlier) of the Contract as specified in paragraph 1.2 of the Order Form 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 the Contract this Framework Agreement including the provision of the Goods and/or Services provided supplied under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by the each Contracting Body. The Supplier Provider shall keep the records and accounts referred to in clause 26.1 Clause 17.1 above kept in accordance with Good Industry Practice and generally accepted accounting principlesgood accountancy practice. The Supplier Provider shall on request 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 Contracting BodyAuthority's representatives and/or the Auditor 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 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 Supplier Provider shall provide such records and accounts (together with copies of the SupplierProvider’s published accounts) on request during the Contract Period Term and for the a period specified in paragraph 12 of the Order Form six (6) years after the date of termination or expiry of the Contract Term to the Authority (or relevant Contracting Body Body) and the Auditorits internal and external auditors. The Contracting Body Authority shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier Service Provider or delay the provision of the Services Goods pursuant to the Call-Off Contracts, save insofar as the Supplier Provider accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor National Audit Office is outside of the control of the Contracting BodyAuthority. Subject to the Contracting BodyAuthority's rights in respect of Confidential Informationconfidentiality, the Supplier Provider shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each auditAudit, including: including:- all information requested by the Contracting Body Auditor within the scope of the auditAudit; reasonable access to sites controlled by the Supplier Provider and to Equipment 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 266, unless the audit reveals a material Default by the Supplier in which case the Supplier shall reimburse the Contracting Body for the Contracting Body's reasonable costs incurred in relation to the audit17.

RECORDS AND AUDIT ACCESS. 17.1 The Supplier Provider shall keep and maintain for the time period until six (6) years after the date of termination or expiry (whichever is the earlier) of the Contract as specified in paragraph 1.2 of the Order Form 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 the Contract this Framework Agreement including the provision of the Goods and/or Services provided supplied under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by the each Contracting Body. . 17.2 The Supplier Provider shall keep the records and accounts referred to in clause 26.1 Clause 17.1 above kept in accordance with Good Industry Practice and generally accepted accounting principlesgood 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 Supplier Self Audit Certificates shall on request 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 Contracting BodyAuthority's representatives and/or the Auditor 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 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 Supplier Provider shall provide such records and accounts (together with copies of the SupplierProvider’s published accounts) on request during the Contract Period Term and for the a period specified in paragraph 12 of the Order Form six (6) years after the date of termination or expiry of the Contract Term to the Authority (or relevant Contracting Body Body) and the Auditor. its internal and external auditors. 17.6 The Contracting Body Authority shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier Provider or delay the provision of the Services save insofar as the Supplier accepts Goods and acknowledges that control over the conduct of audits carried out by the Auditor is outside of the control of the Contracting Body. / or 17.7 Subject to the Contracting BodyAuthority's rights in respect of Confidential Informationconfidentiality, the Supplier Provider shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each auditAudit, including: including:- 17.7.1 all information requested by the Contracting Body Auditor within the scope of the audit; Audit; 17.7.2 reasonable access to sites controlled by the Supplier Provider and to Equipment 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 266, unless the audit reveals a material Default by the Supplier in which case the Supplier shall reimburse the Contracting Body for the Contracting Body's reasonable costs incurred in relation to the audit.and

RECORDS AND AUDIT ACCESS. 17.1 The Supplier Provider shall 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 the Contract this Framework Agreement including the Services Goods provided supplied under it, the Call-off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body until the Contracting Body. latest of:- 17.1.1 the expiry of a period of twelve (12) months following termination or expiry of the Framework Agreement; or 17.1.2 the expiry of a period of three (3) months following the date on which the Provider ceases to provide Goods under any Call-off Contract. 17.2 The Supplier Provider shall keep the records and accounts referred to in clause 26.1 Clause 17.1 above in accordance with Good Industry Practice and generally accepted accounting principles. good accountancy practice. 17.3 The Supplier Provider shall on request afford the YPO (or relevant Contracting Body, the Contracting Body's representatives ) and/or the Auditor such access to such records and accounts as may be required by the Contracting Body from time to time. . 17.4 The Supplier Provider shall provide such records and accounts (together with copies of the SupplierProvider’s published accounts) during the Contract Period Term and for the a period specified in paragraph 12 of the Order Form one (1) year after the date of termination or expiry of the Contract Term to the YPO (or relevant Contracting Body Body) and the Auditor. The Contracting Body . 17.5 YPO shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier Provider or delay the provision of the Services Goods pursuant to the Call-off Contracts, save insofar as the Supplier Provider accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor is outside of the control of the Contracting Body. YPO. 17.6 Subject to the Contracting Body's YPO’s rights in respect of Confidential Informationconfidentiality, the Supplier Provider shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each auditAudit, including: including:- 17.6.1 all information requested by the Contracting Body Auditor within the scope of the audit; Audit; 17.6.2 reasonable access to sites controlled by the Supplier Provider and to Equipment 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 266Clause 17, unless the audit Audit reveals a material Material Default by the Supplier Provider in which case the Supplier Provider shall reimburse the Contracting Body YPO for the Contracting Body's YPO’s reasonable costs incurred in relation to the auditAudit.

RECORDS AND AUDIT ACCESS. The Supplier Service Provider shall keep and maintain for the time period until six (6) years after the date of termination or expiry (whichever is the earlier) of the Contract as specified in paragraph 1.2 of the Order Form 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 the Contract this Framework Agreement including the Services provided supplied under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by the each Contracting Body. The Supplier Service Provider shall keep the records and accounts referred to in clause 26.1 Clause 7.13 above kept in accordance with Good Industry Practice and generally accepted accounting principlesgood accountancy practice. The Supplier Service Provider shall on request 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 Contracting BodyAuthority's representatives and/or the Auditor 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 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 Supplier Service Provider shall provide such records and accounts (together with copies of the SupplierService Provider’s published accounts) on request during the Contract Period Term and for the a period specified in paragraph 12 of the Order Form six (6) years after the date of termination or expiry of the Contract Term to the Authority (or relevant Contracting Body Body) and the Auditorits internal and external auditors. The Contracting Body Authority shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier Service Provider or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Supplier Service Provider accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor National Audit Office is outside of the control of the Contracting BodyAuthority. Subject to the Contracting BodyAuthority's rights in respect of Confidential Informationconfidentiality, the Supplier Service Provider shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each auditAudit, including: including:- all information requested by the Contracting Body Auditor within the scope of the auditAudit; reasonable access to sites controlled by the Supplier Service Provider and to Equipment 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 266, unless the audit reveals a material Default by the Supplier in which case the Supplier shall reimburse the Contracting Body for the Contracting Body's reasonable costs incurred in relation to the audit17.

RECORDS AND AUDIT ACCESS. 10.1 The Supplier Service Provider shall keep and maintain for the time period until seven (7) years after the date of termination or expiry (whichever is the earlier) of the Contract as specified in paragraph 1.2 of the Order Form this Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of the Contract this Agreement including the Services provided supplied under it, the Contracts entered into with Authority and the amounts paid by the Contracting Body. Authority. 10.2 The Supplier Service Provider shall keep the records and accounts referred to in clause 26.1 Clause 10.1 above in accordance with Good Industry Practice and generally accepted accounting principles. good accountancy practice. 10.3 The Supplier Service Provider shall on request afford the Contracting Body, the Contracting Body's representatives and/or Authority or the Auditor (or both) such access to such records and accounts as may be required by the Contracting Body from time to time. . 10.4 The Supplier Service Provider shall provide such records and accounts (together with copies of the Supplier’s Service Provider's published accounts) during the Contract Period Term and for the a period specified in paragraph 12 of the Order Form seven (7) years after the date of termination or expiry of the Contract Term to the Contracting Body Authority and the Auditor. . 10.5 The Contracting Body Authority shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier Service Provider or delay the provision of the Services pursuant to the Contracts, save insofar as the Supplier 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 Contracting Body. Authority. 10.6 Subject to the Contracting BodyAuthority's rights in respect of Confidential Informationconfidentiality, the Supplier Service Provider shall on demand provide the Auditors Auditor with all reasonable co-operation and assistance in relation to each auditAudit, including: : (a) all information requested by the Contracting Body Auditor within the scope of the audit; Audit; (b) reasonable access to sites controlled by the Supplier Service Provider and to Equipment 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 266Clause 10, unless the audit Audit reveals a material Default default by the Supplier Service Provider in which case the Supplier Service Provider shall reimburse the Contracting Body Authority for the Contracting BodyAuthority's reasonable costs incurred in relation to the auditAudit.

RECORDS AND AUDIT ACCESS. 10.1 The Supplier shall keep and maintain for the time period until six years after the date of termination or expiry (whichever is the earlier) of the Contract as specified in paragraph 1.2 of the Order Form 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 the Contract this Framework Agreement including the Services provided supplied under it, the Contracts entered into with Customers and the amounts paid by the Contracting Body. each Customer. 10.2 The Supplier shall keep the records and accounts referred to in clause 26.1 Clause 10.1 above in accordance with Good Industry Practice and generally accepted accounting principles. good accountancy practice. 10.3 The Supplier shall on request afford the Contracting Body, the Contracting Body's representatives and/or Authority or the Auditor (or both) such access to such records and accounts as may be required by the Contracting Body from time to time. . 10.4 The Supplier shall provide such records and accounts (together with copies of the Supplier’s 's published accounts) during the Contract Period Term and for the a period specified in paragraph of 12 of the Order Form years after the date of termination or expiry of the Contract Term to the Contracting Body Authority (or relevant Customer) and the Auditor. . 10.5 The Contracting Body Authority shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Contracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor is outside of the control of the Contracting Body. Authority. 10.6 Subject to the Contracting BodyAuthority's rights in respect of Confidential Informationconfidentiality, the Supplier shall on demand provide the Auditors Auditor with all reasonable co-operation and assistance in relation to each auditAudit, including: : (a) all information requested by the Contracting Body Auditor within the scope of the audit; Audit; (b) reasonable access to sites controlled by the Supplier and to Equipment 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 266Clause 10, unless the audit Audit reveals a material Material Default by the Supplier in which case the Supplier shall reimburse the Contracting Body Authority for the Contracting BodyAuthority's reasonable costs incurred in relation to the auditAudit.

RECORDS AND AUDIT ACCESS. The Supplier Provider shall 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 in respect of the operation work carried out under each Call-Off Contract for at least six (6) years from the completion of the Contract including the Services provided supplied work under it, and the amounts paid by the Contracting Bodythat Call-Off Contract. The Supplier Provider shall keep the accurate records and accounts referred in relation to in clause 26.1 above in accordance with Good Industry Practice the work carried out under this Framework Agreement and generally accepted accounting principlesall Call-Off contracts as are required by good accountancy practice. The Supplier Provider shall on request afford the Contracting BodyAuthority (or relevant Employer), the Contracting BodyAuthority's representatives and/or the Auditor National Audit Office ("Auditors") such access to such records and accounts as may be required by the Contracting Body 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 Supplier shall Provider shall, on request, provide such records and accounts (together with copies of the SupplierProvider’s published accounts) during the Contract Period Term and for the a period specified in paragraph 12 of the Order Form six (6) years after the date completion of termination all work carried out by the Provider in respect of Call-Off Contracts entered into under this Framework Agreement or the expiry of the Contract Term, whichever is the later, to the Contracting Body Authority (or relevant Other Employer) and the Auditorits internal and external auditors. The Contracting Body Authority shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier Provider or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Supplier Provider accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor National Audit Office is outside of the control of the Contracting BodyAuthority. Subject to the Contracting Body's rights in respect of Confidential InformationAuthority executing an appropriate undertaking concerning confidentiality, the Supplier Provider shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each auditAudit, including: all information requested by the Contracting Body Auditor within the scope of the auditAudit; reasonable access to sites controlled by the Supplier Provider 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 266Clause 24, unless the audit Audit reveals a material Material Default by the Supplier Provider in which case the Supplier Provider shall reimburse the Contracting Body Authority for the Contracting BodyAuthority's reasonable costs incurred in relation to the auditAudit. 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. 16.1 The Supplier Provider shall keep and maintain for the time period until six (6) years after the date of termination or expiry (whichever is the earlier) of the Contract as specified in paragraph 1.2 of the Order Form 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 the Contract this Framework Agreement including the Services provided supplied under it, the Call-Off Contracts entered into with the Authority and the amounts paid by the Contracting Body. Authority. 16.2 The Supplier Provider shall keep the records and accounts referred to in clause 26.1 Clause 16.1 above in accordance with Good Industry Practice and generally accepted accounting principles. Practice. 16.3 The Supplier Provider shall on request 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 Contracting Body, the Contracting Body's representatives Authority and/or the Auditor on reasonable notice such access to such records and accounts as may be reasonably required by the Contracting Body from time to time. time (each an “Audit”). 16.4 The Supplier Provider shall on request provide such records and accounts (together with copies of the Supplier’s Provider's published accounts) during the Contract Period Term and for the a period specified in paragraph 12 of the Order Form six (6) years after the date of termination or expiry of the Contract Term to the Contracting Body and Authority and/or the Auditor. . 16.5 The Contracting Body Authority shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier 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 Supplier Provider accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor is outside of the control of the Contracting Body. Authority. 16.6 Subject to the Contracting BodyAuthority's rights in respect of Confidential Informationconfidentiality, and the Provider’s duties of confidentiality to third parties, the Supplier Provider shall on demand reasonable notice and to the extent permitted by law provide the Auditors Auditor with all reasonable co-operation and assistance in relation to each auditAudit, including: : 16.6.1 all information reasonably requested by the Contracting Body Auditor within the scope of the audit; Audit; 16.6.2 reasonable access to sites controlled by the Supplier 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 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 266Clause 16, unless the audit Audit reveals a material Material Default by the Supplier Provider in which case the Supplier Provider shall reimburse the Contracting Body Authority for the Contracting BodyAuthority's reasonable costs incurred in relation to the auditAudit.

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain for the time period until [6 (six)] years after the date of termination or expiry (whichever is the earlier) end 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)Term, full and accurate records and accounts of the operation of the this Contract including but not limited to the Services provided supplied under it, and the amounts paid by the Contracting Body. The Supplier shall keep the records and accounts referred to in clause 26.1 above it 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 timegood accountancy practice. The Supplier shall provide such records and accounts (together with copies of the Supplier’s published accounts) during the Contract Period Term [and for the a period specified in paragraph 12 of the Order Form 6 (six)] years after the date of termination or expiry the end of the Contract Term] to the Contracting Body Customer and/or the auditor and/or any statutory body entitled by Law on written request and shall provide the Auditor. The Contracting Body shall use reasonable endeavours Customer and/or the auditor and/or any statutory body entitled by Law access to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar such records and accounts as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor is outside of the control of the Contracting Bodymay be required from time to time. Subject to the Contracting Body's rights in respect provisions of Confidential InformationClause 12, the Supplier shall on demand written request provide the Auditors auditor with all reasonable co-operation and assistance in relation to each audit, including: all information requested by the Contracting Body auditor within the scope of the audit; reasonable access to sites controlled by the Supplier and to Equipment 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 266, Clause 24 unless the audit reveals a material Default breach by the Supplier of good accountancy practice and/or this Contract, in which case the Supplier shall reimburse the Contracting Body Customer for the Contracting Body's reasonable costs incurred it incurs in relation to the audit. 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. 17.1 The Supplier Contractor shall keep and maintain for the time period until [two (2) years]6 after the date of termination or expiry (whichever is the earlier) of the Contract as specified in paragraph 1.2 of the Order Form 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 the Contract this Framework Agreement including the Services Works provided supplied under it, the Call-Off Contracts entered into with contracting public bodies and the amounts paid by the Contracting Body. each contracting body. 17.2 The Supplier Contractor shall keep the records and accounts referred to in clause 26.1 Clause 17.1 above in accordance with Good Industry Practice and generally accepted accounting principles. good accountancy practice. 17.3 The Supplier Contractor shall on request afford the Contracting Body, the Contracting Body's representatives Landscope Mauritius Ltd (or relevant contracting body) and/or the Auditor such access to such records and accounts as may be required by the Contracting Body from time to time. . 17.4 The Supplier Contractor shall provide such records and accounts (together with copies of the Supplier’s Contractor's published accounts) during the Contract Period Term and for the a period specified in paragraph 12 of the Order Form [six (6)]7 years after the date of termination or expiry of the Contract Term to the Contracting Body Landscope Mauritius Ltd (or relevant contracting body) and the Auditor. . 17.5 The Contracting Body Landscope Mauritius Ltd shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier Contractor or delay the provision of the Services Works pursuant to the Call-Off Contracts, save insofar as the Supplier Contractor accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor is outside of the control of the Contracting Body. Landscope Mauritius Ltd. 17.6 Subject to the Contracting Body's Landscope Mauritius Ltd rights in respect of Confidential Informationconfidentiality, the Supplier Contractor shall on demand provide the Auditors Auditor with all reasonable co-operation and assistance in relation to each auditAudit, including: all information requested by the Contracting Body within the scope of the audit; reasonable access to sites controlled by the Supplier and to Equipment used in the provision of the Services; and access to the Staff. Audit; 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 266Clause 17, unless the audit Audit reveals a material Material Default by the Supplier Contractor in which case the Supplier Contractor shall reimburse the Contracting Body Landscope Mauritius Ltd for the Contracting BodyLandscope Mauritius Ltd's (or relevant contracting body) reasonable costs incurred in relation to the auditAudit.

RECORDS AND AUDIT ACCESS. 8.1 The Supplier shall keep and maintain for the time period twelve (12) Months after the date of termination or expiry (whichever is the earlier) provision of the Contract as specified in paragraph 1.2 of the Order Form 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 the Contract including the Vehicles and/or Services provided supplied under it, and the amounts paid by the Contracting Body. Customer. 8.2 The Supplier shall keep the records and accounts referred to in clause 26.1 Clause 8.1 above in accordance with Good Industry Practice and generally accepted accounting principles. . 8.3 The Supplier shall on request afford the Contracting BodyCustomer, the Contracting BodyCustomer's representatives and/or the Auditor access to such records and accounts as may be required by the Contracting Body Customer from time to time. . 8.4 The Supplier shall provide copies of such records and accounts (together with copies of the Supplier’s 's published accounts) to the Customer and the Auditor during the Contract Period and for period from the period specified in paragraph 12 date of the Vehicle Order Form until the date which is twelve (12) Months after the date of termination or expiry provision of the Contract to the Contracting Body and the Auditor. Vehicles and/or Services. 8.5 The Contracting Body Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services or supply of the Vehicles save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor is outside of the control of the Contracting Body. Customer. 8.6 Subject to the Contracting BodyCustomer's rights in respect of Confidential Information, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each audit, including: : 8.6.1 all information requested by the Contracting Body Customer within the scope of the 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 Supplier and to Equipment used (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 266Clause 8, unless the audit reveals a material Default by the Supplier in which case the Supplier shall reimburse the Contracting Body Customer for the Contracting BodyCustomer's reasonable costs incurred in relation to the audit. 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. 17.1. The Supplier SERVICE PROVIDER shall keep and maintain for the time period until six (6) years after the date of termination or expiry (whichever is the earlier) of the Contract as specified in paragraph 1.2 of the Order Form 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 the Contract this Framework Agreement including the Services provided supplied under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by the each Contracting Body. 17.2. The Supplier SERVICE PROVIDER shall keep the records and accounts referred to in clause 26.1 above in accordance with Good Industry Practice and generally accepted accounting principlesin 17.3. The Supplier SERVICE PROVIDER shall on request afford the AUTHORITY (or relevant Contracting Body, the Contracting Body's representatives ) and/or the Auditor such access to such records and accounts as may be required by the Contracting Body from time to time. 17.4. The Supplier SERVICE PROVIDER shall provide such records and accounts (together with copies of the Supplier’s SERVICE PROVIDER's published accounts) during the Contract Period Term and for the a period specified in paragraph 12 of the Order Form six (6) years after the date of termination or expiry of the Contract Term to the AUTHORITY (or relevant Contracting Body Body) and the Auditor. 17.5. The Contracting Body AUTHORITY shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier SERVICE PROVIDER or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Supplier 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 Contracting BodyAUTHORITY. 17.6. Subject to the Contracting BodyAUTHORITY's rights in respect of Confidential Informationconfidentiality, the Supplier SERVICE PROVIDER shall on demand provide the Auditors Auditor with all reasonable co-operation and assistance in relation to each auditAudit, including: including:- 17.6.1. all information requested by the Contracting Body Auditor within the scope of the audit; Audit; 17.6.2. reasonable access to sites controlled by the Supplier SERVICE PROVIDER and to Equipment 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 266Clause 17, unless the audit Audit reveals a material Material Default by the Supplier SERVICE PROVIDER in which case the Supplier SERVICE PROVIDER shall reimburse the Contracting Body AUTHORITY for the Contracting BodyAUTHORITY's reasonable costs incurred in relation to the auditAudit. 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 Supplier Provider shall keep and maintain for the time period until six (6) years after the date of termination or expiry of the Term (whichever is the earlier) of the Contract as specified in paragraph 1.2 of the Order Form 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 the Contract this Framework Agreement including the Goods and Services provided supplied under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by the each Contracting Body. The Supplier Provider shall keep the records and accounts referred to in clause 26.1 Clause 19.1 above in accordance with Good Industry Practice and generally accepted accounting principlesgood accountancy practice. The Supplier Provider shall on request afford the Authority (or relevant Contracting Body, ) and/or the Contracting BodyAuthority's representatives and/or the Auditor ("Auditors") such access to such records and accounts as may be required by the Contracting Body 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 Supplier Provider shall provide such records and accounts (together with copies of the Supplier’s Provider's published accounts) during the Contract Period Term and for the a period specified in paragraph 12 of the Order Form six (6) years after the date of termination or expiry of the Contract Term to the Authority (or relevant Contracting Body Body) and the Auditor. The Contracting Body Authority shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier Provider or delay the provision of the Goods and Services pursuant to the Call-Off Contracts, save insofar as the Supplier Provider accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor is outside of the control of the Contracting BodyAuthority. Subject to the Contracting BodyAuthority's rights in respect of Confidential Informationconfidentiality, the Supplier Provider shall on demand provide the Auditors Auditor with all reasonable co-operation and assistance in relation to each auditAudit, including: including:- all information requested by the Contracting Body Auditor within the scope of the auditAudit; reasonable access to sites controlled by the Supplier Provider and to Equipment 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 266Clause 19, unless the audit Audit reveals a material Material Default by the Supplier Provider in which case the Supplier Provider shall reimburse the Contracting Body Authority for the Contracting BodyAuthority's reasonable costs incurred in relation to the auditAudit.

RECORDS AND AUDIT ACCESS. 5.9.1 The Supplier Service Provider shall keep and maintain for the time period until six (6) years after the date of termination or expiry (whichever is the earlier) end of the Contract as specified in paragraph 1.2 of the Order Form Period (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of the Contract including the Services provided supplied under it, it and the amounts paid by the Contracting Body. Authority. 5.9.2 The Supplier Service Provider shall keep the records and accounts referred to in clause 26.1 Clause 5.9.1 above in accordance with Good Industry Practice and generally accepted accounting principles. Practice. 5.9.3 The Supplier 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 request reasonable notice afford the Contracting BodyAuthority, the Contracting BodyAuthority's representatives and/or the Auditor such access to such records and accounts as may be reasonably required by the Contracting Body Authority from time to time. . 5.9.4 The Supplier Service Provider shall to the extent legally permissible on request provide such records and accounts (together with copies of the Supplier’s Service Provider's published accounts) during the Contract Period and for the a period specified in paragraph 12 of the Order Form six (6) years after the date of termination or expiry of the Contract Period to the Contracting Body and Authority and/or the Auditor. . 5.9.5 The Contracting Body Authority shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier Service Provider or delay the provision of the Services Services; save insofar as the Supplier Service Provider accepts and acknowledges that control over the conduct of audits carried out by the Auditor is outside of the control of the Contracting Body. Authority. 5.9.6 Subject to the Contracting Body's Authority’s rights in respect of Confidential Informationconfidentiality, and the Service Provider’s duties of confidentiality to third parties and to the extent permitted by law, the Supplier Service Provider shall on demand provide the Auditors Auditor with all reasonable co-operation and assistance in relation to each audit, including: : (a) all information reasonably requested by the Contracting Body Authority within the scope of the audit; ; (b) reasonable access to sites controlled by the Supplier Service 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 (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 266Clause 5.9, unless the audit reveals a material Material Default by the Supplier Service Provider in which case the Supplier Service Provider shall reimburse the Contracting Body Authority for the Contracting BodyAuthority's reasonable costs incurred in relation to the audit.

RECORDS AND AUDIT ACCESS. 19.1 The Supplier Contractor shall keep and maintain for the time period until six (6) years after the date of termination or expiry (whichever is the earlier) of the Contract as specified in paragraph 1.2 of the Order Form 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 the Contract this Framework Agreement including the Services provided supplied under it, the Contracts entered into records of all expenditures that are reimbursable by COI and all payments made by COI. These include but are not limited to records of the amounts paid hours worked and costs incurred by the Contracting Body. Contractor or any employees of the contractor in connection with the Services. 19.2 The Supplier Contractor shall keep the records and accounts referred to in clause 26.1 Clause 19.1 above in accordance with Good Industry Practice and generally accepted accounting principles. good accountancy practice. 19.3 The Supplier Contractor shall on request afford the Contracting Body, the Contracting Body's representatives COI and/or the Auditor such access to such records and accounts as may be required by the Contracting Body from time to time. . 19.4 The Supplier Contractor shall provide such records and accounts (together with copies of the Supplier’s Contractor's published accounts) during the Contract Period Term and for the a period specified in paragraph 12 of the Order Form six (6) years after the date of termination or expiry of the Contract Term to the Contracting Body COI and the Auditor. The Contracting Body . 19.5 COI shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier Contractor or delay the provision of the Services pursuant to the Contracts, save insofar as the Supplier Contractor accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor is outside of the control of the Contracting Body. COI. 19.6 Subject to the Contracting BodyCOI's rights in respect of Confidential Informationconfidentiality, the Supplier Contractor shall on demand provide the Auditors Auditor with all reasonable co-operation and assistance in relation to each auditAudit, including: including:- 19.6.1 all information requested by the Contracting Body Auditor within the scope of the audit; Audit; 19.6.2 reasonable access to sites controlled by the Supplier Contractor and to Equipment 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 266Clause 19, unless the audit Audit reveals a material Default by the Supplier Contractor in which case the Supplier Contractor shall reimburse the Contracting Body COI for the Contracting BodyCOI's reasonable costs incurred in relation to the auditAudit.

RECORDS AND AUDIT ACCESS. 23.1 The Supplier shall keep and maintain for the time period until six (6) Years after the date of termination or expiry (whichever is the earlier) of the Contract as specified in paragraph 1.2 of the Order Form this Framework Agreement (or as long a such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of the Contract this Framework Agreement including the Available Services, the Ordered Services provided supplied under it, the Call-Off Agreements entered into with Contracting Bodies and the amounts paid by the each Contracting Body. . 23.2 The Supplier shall keep the records and accounts referred to in clause 26.1 Clause 23.1 above in accordance with Good Industry Practice and generally accepted accounting principles. Practice. 23.3 The Supplier shall on request 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 Supplier‟s head or chief internal auditor or external auditor and shall be provided to the Authority no later than two (2) Months after the end of each Contract Year. 23.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Contracting BodyAuthority's representatives and/or the Auditor 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 Authority (or Other relevant Contracting Body Body) from time to time, in order that the Authority (or relevant Contracting Body) may carry out an inspection of Management Information, Management Charge payments and any levies payable by the Supplier, 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. 23.5 The Supplier shall provide such records and accounts (together with copies of the Supplier’s Supplier‟s published accounts) on request during the Contract Period Term and for the a period specified in paragraph 12 of the Order Form six (6) years after the date of termination or expiry of the Contract Term to the Authority (or relevant Contracting Body Body) and the Auditor. its internal and external auditors. 23.6 The Contracting Body Authority shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier or delay the provision of the Ordered Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor National Audit Office is outside of the control of the Contracting Body. Authority. 23.7 Subject to the Contracting BodyAuthority's rights obligations of confidentiality, as set out in respect of Confidential InformationClause 25.1, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each auditAudit, including: : 23.7.1 all information requested by the Contracting Body Auditor within the scope of the audit; Audit; 23.7.2 reasonable access to sites any Sites controlled by the Supplier and to Equipment 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 266, unless the audit reveals a material Default by the Supplier in which case the Supplier shall reimburse the Contracting Body for the Contracting Body's reasonable costs incurred in relation to the auditClause 23.

RECORDS AND AUDIT ACCESS. 29.1 The Supplier Training Provider shall keep and maintain for the time period until 6 years after the date of termination or expiry (whichever is the earlier) of the this Call off 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 its operation of the Contract including the Services provided supplied under it, and the amounts Charges or other sums paid by the Contracting Body. Employer. 29.2 The Supplier Training Provider shall keep the records and accounts referred to in clause 26.1 Clause 29.1 above in accordance with Good Industry Practice and generally accepted accounting principles. good accountancy practice. 29.3 The Supplier Training Provider shall on request afford the Contracting Body, the Contracting Body's representatives and/or Employer or the Auditor (or both) such access to such records and accounts as may be required by the Contracting Body from time to time. . 29.4 The Supplier Training Provider shall provide such records and accounts (together with copies of the SupplierTraining Provider’s published accounts) during the Contract Period Term and for the a period specified in paragraph 12 of the Order Form 6 years after the date of termination or expiry of the Contract Term to the Contracting Body Employer and the Auditor. . 29.5 The Contracting Body Employer shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier Training Provider or delay the provision of the Services pursuant to this Call off Contract, save insofar as the Supplier Training Provider accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor is outside of the control of the Contracting Body. Employer. 29.6 Subject to the Contracting Body's Employer’s rights in respect of Confidential Informationconfidentiality, the Supplier Training Provider shall on demand provide the Auditors Auditor with all reasonable co-operation and assistance in relation to each auditAudit, including: ; 29.6.1 all information requested by the Contracting Body Auditor within the scope of the audit; Audit; 29.6.2 reasonable access to sites controlled by the Supplier Training Provider and to Equipment 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 266Clause 28, unless the audit Audit reveals a material Default default by the Supplier Training Provider in which case the Supplier Training Provider shall reimburse the Contracting Body Employer for the Contracting Body's Employer’s reasonable costs incurred in relation to the auditAudit.

RECORDS AND AUDIT ACCESS. 19.1 The Supplier Contractor shall keep and maintain for the time period until six (6) years after the date of termination or expiry (whichever is the earlier) of the Contract as specified in paragraph 1.2 of the Order Form 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 the Contract this Framework Agreement including the Goods and Services provided supplied under it, the Contracts entered into records of all expenditures that are reimbursable by COI and all payments made by COI. These include but are not limited to records of the amounts paid hours worked and costs incurred by the Contracting Body. Contractor or any employees of the contractor in connection with the Goods and Services. 19.2 The Supplier Contractor shall keep the records and accounts referred to in clause 26.1 Clause 19.1 above in accordance with Good Industry Practice and generally accepted accounting principles. good accountancy practice. 19.3 The Supplier Contractor shall on request afford the Contracting Body, the Contracting Body's representatives COI and/or the Auditor such access to such records and accounts as may be required by the Contracting Body from time to time. The Supplier . 19.4 Subject to 19.1, the Contractor shall provide such records and accounts (together with copies of the Supplier’s Contractor's published accounts) during the Contract Period Term and for the a period specified in paragraph 12 of the Order Form six (6) years after the date of termination or expiry of the Contract Term to the Contracting Body COI and the Auditor. The Contracting Body . 19.5 COI shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier Contractor or delay the provision of the Goods and Services pursuant to the Contracts, save insofar as the Supplier Contractor accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor is outside of the control of the Contracting Body. COI. 19.6 Subject to the Contracting Body19.1 and COI's rights in respect of Confidential Informationconfidentiality, the Supplier Contractor shall on demand provide the Auditors Auditor with all reasonable co-operation and assistance in relation to each auditAudit, including: including:- 19.6.1 all information requested by the Contracting Body Auditor within the scope of the audit; Audit; 19.6.2 reasonable access to sites controlled by the Supplier Contractor and to Equipment 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 266Clause 19, unless the audit Audit reveals a material Default by the Supplier Contractor in which case the Supplier Contractor shall reimburse the Contracting Body COI for the Contracting BodyCOI's reasonable costs incurred in relation to the auditAudit.

RECORDS AND AUDIT ACCESS. The Supplier shall 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 the Contract this Agreement including the Goods and/or Services (if applicable) provided supplied under it, the Agreements entered into with Contracting Authorities and the amounts paid by Contracting Authorities until six (6) years after the Contracting Bodydate of termination or expiry of the Agreement. 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 BodyYPO, the Contracting Body's representatives Technology Provider 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 Supplier’s Provider's published accounts) during the Contract Period Term and for the a period specified in paragraph 12 of the Order Form six (6) years after the date of termination or expiry of the Contract Term to YPO (or the relevant Contracting Body Authority) and the Auditor. The Contracting Body YPO shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services (if applicable) pursuant to the Agreement, save insofar as the Supplier accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor is outside of the control of the Contracting BodyYPO. Subject to the Contracting BodyYPO's rights in respect of Confidential Informationconfidentiality, the Supplier shall on demand provide the Auditors Auditor with all reasonable co-operation and assistance in relation to each auditAudit, including: including:- all information requested by the Contracting Body Auditor within the scope of the auditAudit; reasonable access to sites controlled by the Supplier and to Equipment 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 266Clause 19, unless the audit Audit reveals a material Material Default by the Supplier in which case the Supplier shall reimburse the Contracting Body YPO for the Contracting Body's reasonable costs incurred in relation to the auditAudit.

RECORDS AND AUDIT ACCESS. 15.1 The Supplier Provider shall keep and maintain for the time period until at least six (6) years after the date of termination or expiry (whichever is the earlier) of the Contract as specified in paragraph 1.2 of the Order Form 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 the Contract this Framework Agreement including the Services provided supplied under it, the Call-Off Contracts entered into with the Authority and the amounts paid by the Contracting Body. under each Call-Off Contract. 15.2 The Supplier Provider shall keep the records and accounts referred to in clause 26.1 Clause 15.1 above in accordance with Good Industry Practice and generally accepted accounting principles. good accountancy practice. 15.3 The Supplier Provider shall on request afford the Contracting Body, the Contracting Body's representatives Authority and/or the an Auditor such access to such records and accounts related to an Audit in the context of the Framework Agreement and any Call-Off Contract on reasonable notice as may be reasonably required by the Contracting Body Authority from time to time. . 15.4 The Supplier Provider shall provide the Authority with a copy of its full audited published annual accounts and, on request by the Authority, shall provide such other records and accounts (together with copies of related to the Supplier’s published accounts) Framework Agreement and any Call-Off Contract, during the Contract Period Term and for the a period specified in paragraph 12 of the Order Form six (6) years after the date of termination or expiry of the Contract Term to the Contracting Body Authority and the Auditor. . 15.5 The Contracting Body Authority shall use reasonable best endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier Provider or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Supplier 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 Contracting BodyAuthority. Where an Audit delays the provision of Ordered Services the Provider shall be entitled to such relief as may be provided within Schedule 4. 15.6 Subject to the Contracting Body's Provider’s and the Authority’s rights in respect of Confidential Informationconfidentiality, the Supplier Provider shall on demand reasonable notice provide the Auditors Auditor with all reasonable co-operation and assistance in relation to each auditAudit, including: including:- 15.6.1 all information requested by the Contracting Body Auditor within the scope of the audit; Audit; 15.6.2 reasonable access to sites controlled by the Supplier Provider and to Equipment 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 266Clause 15, unless the audit reveals Audit reveals: 15.7.1 a material Material Default by the Supplier Provider in which case the Supplier Provider shall reimburse the Contracting Body Authority for the Contracting BodyAuthority's reasonable costs incurred in relation to the auditAudit; 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 Supplier shall keep and maintain for the time period seven (7) Years after the date of termination or expiry (whichever is the earlier) provision of the Contract as specified in paragraph 1.2 of the Order Form 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 the Contract Rental Agreement including the Generators and/or Services provided supplied under it, and the amounts paid by the Contracting BodyCustomer. The Supplier shall keep the records and accounts referred to in clause 26.1 Clause 9.1 above in accordance with Good Industry Practice and generally accepted accounting principles. The Supplier shall on request afford the Contracting BodyCustomer, the Contracting BodyCustomer's representatives and/or the Auditor access to such records and accounts as may be required by the Contracting Body Customer from time to time. The Supplier shall provide copies of such records and accounts (together with copies of the Supplier’s 's published accounts) to the Customer and the Auditor during the Contract Period and for period from the period specified in paragraph 12 date of the Order Form Rental Agreement until the date which is twelve (12) Months after the date of termination or expiry provision of the Contract to the Contracting Body and the AuditorGenerators and/or Services. The Contracting Body Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services or supply of the Generators save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor is outside of the control of the Contracting BodyCustomer. Subject to the Contracting BodyCustomer's rights in respect of Confidential Information, the Supplier shall on demand provide the Auditors with all reasonable co-operation co‑operation and assistance in relation to each audit, including: all information requested by the Contracting Body Customer within the scope of the audit; reasonable access to sites controlled any relevant place connected to the performance of the Rental Agreement and to any Generators used by the Supplier and to Equipment used (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 266Clause 9, unless the audit reveals a material Default by the Supplier in which case the Supplier shall reimburse the Contracting Body Customer for the Contracting BodyCustomer's reasonable costs incurred in relation to the 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. 5.9.1 The Supplier Contractor shall keep and maintain for the time period until six (6) years after the date of termination or expiry (whichever is the earlier) end of the Contract as specified in paragraph 1.2 of the Order Form Period (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of the Contract including the Services provided supplied under it, the Call-Off Contracts entered into with the Contracting Authority and the amounts paid by the each Contracting Body. Authority. 5.9.2 The Supplier Contractor shall keep the records and accounts referred to in clause 26.1 Clause 5.9.1 above in accordance with Good Industry Practice and generally accepted accounting principles. Practice. 5.9.3 The Supplier 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 request reasonable notice afford the Contracting BodyCustomer, the Contracting BodyCustomer's representatives and/or the Auditor such access to such records and accounts as may be reasonably required by the Contracting Body Customer from time to time. . 5.9.4 The Supplier Contractor shall to the extent legally permissible on request provide such records and accounts (together with copies of the Supplier’s Contractor's published accounts) during the Contract Period and for the a period specified in paragraph 12 of the Order Form six (6) years after the date of termination or expiry of the Contract Period to the Contracting Body and Customer and/or the Auditor. . 5.9.5 The Contracting Body Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier Contractor or delay the provision of the Services Services; save insofar as the Supplier Contractor accepts and acknowledges that control over the conduct of audits carried out by the Auditor is outside of the control of the Contracting Body. Customer. 5.9.6 Subject to the Contracting Body's Customer’s rights in respect of Confidential Informationconfidentiality, and the Contractor’s duties of confidentiality to third parties and to the extent permitted by law, the Supplier Contractor shall on demand provide the Auditors Auditor with all reasonable co-operation and assistance in relation to each audit, including: : (a) all information reasonably requested by the Contracting Body Customer within the scope of the audit; ; (b) reasonable access to sites controlled by the Supplier Contractor (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 (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 266Clause 5.9, unless the audit reveals a material Default by the Supplier Contractor in which case the Supplier Contractor shall reimburse the Contracting Body Customer for the Contracting BodyCustomer's reasonable costs incurred in relation to the audit.

RECORDS AND AUDIT ACCESS. 14.1 The Supplier Provider shall keep and maintain for the time period until six (6) years after the date of termination or expiry (whichever is the earlier) of the Contract as specified in paragraph 1.2 of the Order Form this Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of the Contract this Agreement including the Services provided supplied under it, it and the amounts paid by the Contracting Body. Authority. 14.2 The Supplier Provider shall keep the records and accounts referred to in clause 26.1 Clause 14.1 above in accordance with Good Industry Practice and generally accepted accounting principles. good accountancy practice. 14.3 The Supplier Provider shall on request afford the Contracting Body, the Contracting Body's representatives Authority and/or the Auditor and/or any Regulatory Bodies such access to such records and accounts as may be reasonably required by the Contracting Body from time to time. time (each an “Audit”). 14.4 The Supplier Provider shall on request provide such records and accounts (together with copies of the Supplier’s Provider's published accounts) during the Contract Period Term and for the a period specified in paragraph 12 of the Order Form six (6) years after the date of termination or expiry of the Contract Term to the Contracting Body and Authority and/or the Auditor. Auditor and/or any Regulatory Bodies. 14.5 The Contracting Body Authority shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier Provider or delay the provision of the Services save insofar as the Supplier Provider accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor and/or any Regulatory Bodies is outside of the control of the Contracting Body. Authority. 14.6 Subject to the Contracting BodyAuthority's rights in respect of Confidential Informationconfidentiality, the Supplier Provider shall on demand provide the Auditors Authority and/or the Auditor and/or any Regulatory Bodies with all reasonable co-operation and assistance in relation to each auditAudit, including: including:- 14.6.1 all information reasonably requested by the Contracting Body Authority and/or the Auditor and/or the Regulatory Bodies within the scope of the auditAudit; and 14.6.2 reasonable access to sites controlled by the Supplier and to Equipment used in the provision of the Services; and access to the Staff. Provider 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 266, unless the audit reveals a material Default by the Supplier in which case the Supplier shall reimburse the Contracting Body for the Contracting Body's reasonable costs incurred in relation Clause 14. 14.8 The Provider agrees to forward to the auditAuthority a synopsis of any of its own audit reports whether compiled internally or by external auditors relating to the provision of the Services.

RECORDS AND AUDIT ACCESS. The Supplier Provider shall 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 in respect of the operation work carried out under each Letter of Appointment for at least six (6) years from the completion of the Contract including the Services provided supplied work under it, and the amounts paid by the Contracting Body. that Appointment. 17.1 The Supplier Provider shall keep the accurate records and accounts referred in relation to in clause 26.1 above in accordance with Good Industry Practice the work carried out under this Framework Agreement and generally accepted accounting principles. all Letters of Appointment as are required by good accountancy practice. 17.2 The Supplier Provider shall on request afford the Authority (or relevant Contracting Body), the Contracting BodyAuthority's representatives including their Cost Draftsman and/or the Auditor National Audit Office ("Auditors") such access to such records and accounts as may be required by the Authority (or relevant Contracting Body Body) from time to timetime to verify that current commercial terms are compatible with those currently prevailing in the marketplace. Where an adverse variation is highlighted, deviant Services Framework Providers are to be given an appropriate time to make the appropriate commercial amendments. 17.3 The Supplier shall Provider shall, on request, provide such records and accounts (together with copies of the SupplierProvider’s published accounts) during the Contract Period Term and for the a period specified in paragraph 12 of the Order Form six (6) years after the date completion of termination all work carried out by the Provider in respect of Letters of Appointment entered into under this Framework Agreement or the expiry of the Contract Term, whichever is the later, to the Authority (or relevant Other Contracting Body Body) and the Auditor. its internal and external auditors. 17.4 The Contracting Body Authority shall use reasonable endeavours endeavors to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier Provider or delay the provision of the Services pursuant to the Letters of Appointment, save insofar as the Supplier Provider accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor National Audit Office is outside of the control of the Contracting Body. Authority. 17.5 Subject to the Contracting BodyAuthority's rights in respect of Confidential Informationconfidentiality, the Supplier Provider shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each auditAudit, including: including:- 17.5.1 all information requested by the Contracting Body Auditor within the scope of the audit; Audit; 17.5.2 reasonable access to sites controlled by the Supplier Provider and to Equipment 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 266Clause 17, unless the audit Audit reveals a material Material Default by the Supplier Provider in which case the Supplier Provider shall reimburse the Contracting Body Authority for the Contracting BodyAuthority's reasonable costs incurred in relation to the auditAudit. 17.7 All Providers will be subject to an annual security review by the NCA.