REGULATORY COMPLIANCE AND PRODUCT RECALL Sample Clauses

REGULATORY COMPLIANCE AND PRODUCT RECALL represents and warrants that all Products will be compliant with all relevant or applicable governmental or regulatory requirements. In addition, *** will perform the type approval tests and meet the regulatory requirements, as determined by ICOP DIGITAL, at ICOP DIGITAL’s sole expense. All type approval and regulatory tests will be performed by testing houses certified by the applicable regulatory body, and *** will provide all applicable type approval certificates to ICOP DIGITAL. Any failure of *** to maintain such compliance will be deemed a material breach of this Agreement. ICOP DIGITAL will have the right, at its sole discretion, cost and expense, with advance written notice of at least sixty (60) days, to conduct an audit of all of ***’ documents and records relevant to determine ***’ compliance with the obligations set forth in this Section 2.8. All such materials examined by ICOP DIGITAL pursuant to this provision will be subject to the confidentiality obligations herein. In the event such audit shows noncompliance, then in addition to paying any damages or submitting to any relevant equitable relief, *** will pay the reasonable costs of such audit. In the event that any Products are determined by any governmental agency or court to contain a defect, quality or performance deficiency, or to not be in compliance with any standard or requirement so as to make advisable, ICOP DIGITAL and *** will work cooperatively that the Products be reworked or recalled, and the Parties will promptly communicate all relevant facts and workout all necessary expenses, including all reasonable shipping expenses. ICOP DIGITAL shall cooperate with and use reasonable commercial efforts to assist *** in connection with any necessary filings and corrective action. Nothing contained in this Agreement shall preclude ICOP DIGITAL from taking such action as may be required under any law or regulation. The Parties will consult prior to any Party making statements to the public or a governmental agency pertaining to potential safety issues affecting Products, except where such consultation would prevent timely notification required to be given. 2.10 *** ICOP initials: DCO *** initials: ***