Common use of Records & Periodical Review Clause in Contracts

Records & Periodical Review. Distributor shall submit, and assure that its dealers submit, to EVNEXUS, for review or auditing, such reports, books, records, tax returns, statements, information, and data related to the Dealers (collectively, “Records”), as EVNEXUS may reasonably require for its own business purposes, in the form and at the times and places, reasonably specified by EVNEXUS. Distributor agrees, and shall assure that its Dealers agree, that all Records submitted by the distributor or its dealers to EVNEXUS may be used by EVNEXUS as it deems appropriate; provided, that information designated by Distributor or its Dealers as confidential shall not be disclosed by EVNEXUS to third parties in a manner that identifies distributor or its dealers as the subject or source of the information, except (i) with Distributor’s or its Dealers’ permission, (ii) as may be required by Applicable Law, or (iii) in connection with audits or collections under this Agreement. Furthermore, the distributor agrees, and shall cause its dealers to agree, (i) that EVNEXUS or its designated agents shall have the right, at all reasonable times, to examine and copy, at EVNEXUS expense, Records of the Distributor or its Dealers related solely to the Stations, (ii) that EVNEXUS shall have the right, at any time, to have an independent audit, made of the books of any individual station, and (iii) that EVNEXUS shall have the right, upon at least 24-hours’ notice to Distributor or the Dealer, to enter upon any station premises or other place of business of distributor or the dealer for the purpose of inspecting, copying, and/or auditing records in distributor’s or a dealer’s care, custody, or control relating to meter readings for the charging stations, inventories of motor, controllers, batteries, and other products, delivered by EVNEXUS/EVNEXUS’ designated third party for distributor/dealer Premises. Upon request by EVNEXUS, Distributor shall produce, and shall assure that its Dealers produce, copies or originals of any such Records not kept at a place of business of Distributor or the Dealer. All records of distributor or its dealers shall remain the property of distributor or dealers unless and until requested by EVNEXUS. Nothing herein, shall be construed to obligate distributor or dealers to render records to EVNEXUS possession, custody, or control for purposes of satisfying a judicial or other legal compulsion imposed on EVNEXUS or its affiliates. EVNEXUS has no right or authority to request or obtain records for the benefit of any third party, except as specifically provided herein. The distributor agrees, and shall cause its dealers to agree (i) that EVNEXUS shall have the right to enter upon any charging station premises during normal business hours for the purpose of obtaining a report or testing any of the products or accessories available for sale/service at the showroom, charging station/swapping station and the whole premises.

Records & Periodical Review. Distributor shall submit, and assure that its dealers submit, to EVNEXUS, for review or auditing, such reports, books, records, tax returns, statements, information, and data related to the Dealers (collectively, “Records”), as EVNEXUS may reasonably require for its own business purposes, in the form and at the times and places, reasonably specified by EVNEXUS. Distributor agrees, and shall assure that its Dealers agree, that all Records submitted by the distributor or its dealers to EVNEXUS may be used by EVNEXUS as it deems appropriate; provided, that information designated by Distributor or its Dealers as confidential shall not be disclosed by EVNEXUS to third parties in a manner that identifies distributor or its dealers as the subject or source of the information, except (i) with Distributor’s Distributor‟s or its Dealers’ Dealers‟ permission, (ii) as may be required by Applicable Law, or (iii) in connection with audits or collections under this Agreement. Furthermore, the distributor agrees, and shall cause its dealers to agree, (i) that EVNEXUS or its designated agents shall have the right, at all reasonable times, to examine and copy, at EVNEXUS expense, Records of the Distributor or its Dealers related solely to the Stations, (ii) that EVNEXUS shall have the right, at any time, to have an independent audit, made of the books of any individual station, and (iii) that EVNEXUS shall have the right, upon at least 24-hours’ hours‟ notice to Distributor or the Dealer, to enter upon any station premises or other place of business of distributor or the dealer for the purpose of inspecting, copying, and/or auditing records in distributor’s distributor‟s or a dealer’s dealer‟s care, custody, or control relating to meter readings for the charging stations, inventories of motor, controllers, batteries, and other products, delivered by EVNEXUS/EVNEXUS’ EVNEXUS‟ designated third party for distributor/dealer Premises. Upon request by EVNEXUS, Distributor shall produce, and shall assure that its Dealers produce, copies or originals of any such Records not kept at a place of business of Distributor or the Dealer. All records of distributor or its dealers shall remain the property of distributor or dealers unless and until requested by EVNEXUS. Nothing herein, shall be construed to obligate distributor or dealers to render records to EVNEXUS possession, custody, or control for purposes of satisfying a judicial or other legal compulsion imposed on EVNEXUS or its affiliates. EVNEXUS has no right or authority to request or obtain records for the benefit of any third party, except as specifically provided herein. The distributor agrees, and shall cause its dealers to agree (i) that EVNEXUS shall have the right to enter upon any charging station premises during normal business hours for the purpose of obtaining a report or testing any of the products or accessories available for sale/service at the showroom, charging station/swapping station and the whole premises.