Common use of RECORDS, AUDIT ACCESS AND OPEN BOOK DATA Clause in Contracts

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain for seven (7) years after the Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Legal Services Contract including the Ordered Panel Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 3.9 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 3.9 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Term and the period specified in Clause 3.9, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Legal Services Contract including in order to: verify the accuracy of the Charges and any other amounts payable by the Customer under this Legal Services Contract (and proposed or actual variations to them in accordance with this Legal Services Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Ordered Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Ordered Services obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Legal Services Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; verify the accuracy and completeness of any information delivered or required by this Legal Services Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The 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 Ordered Panel Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Ordered Panel Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations in respect of records, audit access and open book data, unless the audit reveals a breach by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. Variation and Extension The Customer may request:

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain for maintain, until the later of: seven (7) years after the Expiry Date (date of termination or as long a period expiry of this Call Off Contract to expire or terminate; or such other date as may be agreed between the Parties), full and accurate records and accounts of the operation of this Legal Services Contract including Call Off Contract, the Ordered Panel Services provided under it, any Sub-Contracts and the amounts paid by the CustomerContracting Authority. The Supplier shall: shall keep the records and accounts referred to in Clause 3.9 21.1 in accordance with Good Industry Practice and Law; and . The Supplier shall afford any Auditor access to the records and accounts referred to in Clause 3.9 21.1 at the Supplier’s premises and/or and provide such records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by and agreed with any of the Auditors from time to time during the Term and the period specified in Clause 3.9time, in order that the Auditor(s) Auditor may carry out an inspection to assess compliance by the Supplier and/or and its Key Sub-Contractors of any of the Supplier’s obligations under this Legal Services Contract Call Off Contract, including in order to: verify the accuracy of the Charges and any other amounts payable by the Customer a Contracting Contracting Authority under this Legal Services Contract a Call Off Agreement (and including proposed or actual variations to them in accordance with this Legal Services ContractFramework Agreement); verify the costs of the Supplier (including the costs of all Key Sub-Contractors and any third party suppliersSupplier’s) in connection with the provision of the Ordered Panel Services; verify the Open Book Data; verify the Supplier’s and each Key Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited ActActs, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer Contracting Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Guarantor and/or the Call Off Guarantor and/or Supplier and any Key Sub-Contractors or their ability to perform the Ordered Services Services; obtain such information as is necessary to fulfil the CustomerContracting Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Legal Services ContractFramework Agreement; carry out the CustomerContracting Authority’s internal and statutory audits and to prepare, examine and/or certify the CustomerContracting Authority's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer Contracting Authority has used its resources; verify the accuracy and completeness of any information Management Information delivered or required by this Legal Services ContractFramework Agreement; review the Supplier’s quality management systems (including any quality manuals MI Reports and procedures); review the Supplier’s compliance with the Standards; inspect the Customer assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The 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 Ordered Panel Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject other records relating to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope performance of the audit; reasonable access to sites controlled by the Supplier Services and to any Supplier Equipment used in verify that these reflect the provision of the Ordered Panel ServicesSupplier’s own internal reports and records; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations in respect of records, audit access and open book data, unless the audit reveals a breach by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. Variation and Extension The Customer may request:and

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Legal Services Call Off Contract including the Ordered Panel Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 3.9 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 3.9 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Term Call Off Contract Period and the period specified in Clause 3.921.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Legal Services Call Off Contract including in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Legal Services Call Off Contract (and proposed or actual variations to them in accordance with this Legal Services Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Sub- Contractors and any third party suppliers) in connection with the provision of the Ordered Panel Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Ordered Services Goods and/or Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Legal Services Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Legal Services Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer assetsAssets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer assets Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The 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 Ordered Panel Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Ordered Panel Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations in respect of records, audit access and open book dataunder this Clause 21, unless the audit reveals a breach Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. Variation and Extension The Customer may request:.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Legal Services Call Off Contract including the Ordered Panel Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 3.9 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 3.9 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Term Call Off Contract Period and the period specified in Clause 3.921.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Legal Services Call Off Contract including in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Legal Services Call Off Contract (and proposed or actual variations to them in accordance with this Legal Services Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Ordered Panel Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Ordered Services Goods and/or Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Legal Services Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Legal Services Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer assetsAssets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer assets Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The 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 Ordered Panel Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Ordered Panel Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations in respect of records, audit access and open book data, unless the audit reveals a breach by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. Variation and Extension The Customer may request:under

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain for maintain, until the later of: seven (7) years after the Expiry Date date of termination or expiry of this Framework Agreement; or seven (7) years after the date of termination or as long a period expiry of the last Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties), full and accurate records and accounts of the operation of this Legal Services Contract Framework Agreement, including the Ordered Panel Call-Off Agreements, the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the CustomerFund under the Call-Off Agreement. The Supplier shall: shall keep the records and accounts referred to in Clause 3.9 15.1 in accordance with Good Industry Practice and Law; and . The Supplier shall afford any Auditor access to the records and accounts referred to in Clause 3.9 15.1 at the Supplier’s 's premises and/or provide such records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by and agreed with any of the Auditors from time to time during the Term and the period specified in Clause 3.9time, in order that the Auditor(s) Auditor may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Legal Services Contract Framework Agreement, including in order for the following purposes to: verify the accuracy of the Charges and any other amounts payable by the Customer a The Fund under this Legal Services Contract a Call Off Agreement (and including proposed or actual variations to them in accordance with this Legal Services ContractFramework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Ordered Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited ActActs, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer Fund shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Guarantor and/or the Call Off Guarantor Supplier and/or any Sub-Contractors or their ability to perform the Ordered Services Services; obtain such information as is necessary to fulfil the CustomerFund’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Legal Services ContractFramework Agreement; carry out the CustomerFund’s internal and statutory audits and to prepare, examine and/or certify the CustomerFund's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 Xxx 0000 of the economy, efficiency and effectiveness with which the Customer Fund has used its resources; verify the accuracy and completeness of any information Management Information delivered or required by this Legal Services ContractFramework Agreement; review any MI Reports and/or other records relating to the Supplier’s quality management systems (including any quality manuals performance of the Services and procedures); review to verify that these reflect the Supplier’s compliance with the Standardsown internal reports and records; inspect the Customer assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Fund’s Personal Data; and/or receive from the Supplier on request summaries of all central government public sector expenditure placed with the Supplier including through routes outside the Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and services. The Customer Fund 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 Panel Goods and/or 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(s) Auditors is outside of the control of the CustomerFund. Subject to the Supplier’s rights in respect Fund's obligations of Confidential Informationconfidentiality, the Supplier shall on demand provide the Auditor(s) Auditors with all reasonable co-operation and assistance inin relation to each Audit, including by providing: all reasonable information requested by the Customer within the scope of the auditAudit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to any Supplier Equipment equipment used in the provision of the Ordered Panel Goods and/or Services; and access to the Supplier Personnel. If an Audit reveals that: a material Default has been committed by the Supplier; then the Fund shall be entitled to terminate this Framework Agreement. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations in respect of records, audit access and open book data, unless the audit reveals a breach by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. Variation and Extension The Customer may request:under this Clause.