Common use of RECORDS; RIGHT TO AUDIT Clause in Contracts

RECORDS; RIGHT TO AUDIT. (a) Management Company shall keep sufficient records for the express purpose of recording therein the nature and details of the Services, including all transactions undertaken for Positive pursuant to this Agreement. All books and records developed or maintained by Management Company under or related to this Agreement (including, without limitation, all books and records that pertain in any way to the Services performed by Management Company pursuant to this Agreement) (collectively, “Books and Records”) shall be owned by Positive and the exclusive property of Positive, shall be held by Management Company for the benefit of Positive, and are subject in all respects to the control of Positive; provided, however, that the Management Company may retain copies of the Books and Records for the term of this Agreement and for five (5) years thereafter, following which time such Books and Records shall be destroyed unless otherwise instructed by Positive. When electronic claims files are in existence, data will be transmitted on a timely basis and in a form and format that is usable by Positive. Positive shall have access and the right to copy all accounts and the Books and Records related to its business in a form usable by Positive, and the Pennsylvania Insurance Department shall have access to all Books and Records and bank accounts of Management Company in a form usable to the Department. All Books and Records shall be retained according to the laws pertaining to the conduct of examinations. All rights to examine and audit Books and Records shall survive the termination of this Agreement and shall remain in effect for so long as either Management Company or Positive has any rights or obligations under this Agreement. (b) The Management Company shall provide Positive with detailed calculations of the components of the Service Levels for each month, in a format acceptable to Positive, not later than ten (10) days following the end of such month. (c) The Management Company shall provide such other information as may be requested by Positive from time to time (including, for avoidance of doubt, information necessary to review the components of the Service Levels) within five (5) business days of a request therefor.

RECORDS; RIGHT TO AUDIT. (a) Management Company shall keep sufficient records for the express purpose of recording therein the nature and details of the Services, including all transactions undertaken for Positive pursuant to this Agreement. All books and records developed or maintained by Management Company under or related to this Agreement (including, without limitation, all books and records that pertain in any way to the Services performed by Management Company pursuant to this Agreement) (collectively, “Books and Records”) shall be owned by Positive and the exclusive property of Positive, shall be held by Management Company for the benefit of Positive, and are subject in all respects to the control of Positive; provided, however, that the Management Company may retain copies of the Books and Records for the term of this Agreement and for five (5) years thereafter, following which time such Books and Records shall be destroyed unless otherwise instructed by Positive. When electronic claims files are in existence, data will be transmitted on a timely basis and in a form and format that is usable by Positive. Positive shall have access and the right to copy all accounts and the Books and Records related to its business in a form usable by Positive, and the Pennsylvania Insurance Department shall have access to all Books and Records and bank accounts of Management Company in a form usable to the Department. All Books and Records shall be retained according to the laws pertaining to the conduct of examinations. All rights to examine and audit Books and Records shall survive the termination of this Agreement and shall remain in effect for so long as either Management Company or Positive has any rights or obligations under this Agreement. (b) The Management Company shall provide Positive with detailed calculations of the components of the Service Levels for each month, in a format acceptable to Positive, not later than ten (10) days following the end of such month. (c) The Management Company shall provide such other information as may be requested by Positive from time to time (including, for avoidance of doubt, information necessary to review the components of the Service Levels) within five (5) business days of a request therefor.